Fixed Value Stock Consideration definition
Fixed Value Stock Consideration means a number of validly issued, fully paid and nonassessable Parent Shares, equal to the quotient of (x) $40.00 minus the Cash Consideration minus the Special Dividend divided by (y) the Acceptance Time Parent Share Price; provided, (i) if the Acceptance Time Parent Stock Price is greater than or equal to $485.65, the Fixed Value Stock Consideration shall equal the quotient of (x) $40.00 minus the Cash Consideration minus the Special Dividend divided by (y) $485.65 and (ii) if the Acceptance Time Parent Stock Price is less than or equal to $435.65, the Fixed Value Stock Consideration shall equal the quotient of (x) $40.00 minus the Cash Consideration minus the Special Dividend divided by (y) $435.65. Such quotient shall be rounded to six decimal places, with the sixth decimal place rounded down in all instances.
Fixed Value Stock Consideration means the portion of the stock consideration in Fairfax shares equal to the quotient of (x) $12.00 and (y) the volume weighted average price of Fairfax shares on the TSX for the 20 consecutive trading days immediately preceding the trading day before the Acceptance Time, converted from Canadian dollars to US dollars using the average Bank of Canada USD/CAD exchange rate over such 20-day period, rounded to the nearest one-hundredth of one cent (provided that this volume weighted average price is greater than $435.65 and less than $485.65 per Fairfax share). If this volume weighted average price of Fairfax shares during this period is greater than or equal to $485.65 per Fairfax share, the Fixed Value Stock Consideration will be fixed at an exchange ratio of 0.024709 of a Fairfax share for each Allied World share. If this volume weighted average price of Fairfax shares during this period is less than or equal to $435.65 per Fairfax share, the Fixed Value Stock Consideration will be fixed at an exchange ratio of 0.027545 of a Fairfax share for each Allied World share.
Fixed Value Stock Consideration means a fraction of a Fairfax Share equal to the quotient of (x) $40.00 minus the Cash Consideration minus the Special Dividend divided by (y) the Acceptance Time Parent Share Price (as defined below); provided, (i) if the Acceptance Time Parent Share Price is greater than or equal to $485.65, the Fixed Value Stock Consideration will equal the quotient of (x) $40.00 minus the Cash Consideration minus the Special Dividend divided by (y) $485.65; and (ii) if the Acceptance Time Parent Share Price is less than or equal to $435.65, the Fixed Value Stock Consideration will equal the quotient of (x) $40.00 minus the Cash Consideration minus the Special Dividend divided by (y) $435.65. “Acceptance Time Parent Share Price” means the volume weighted average price per Fairfax Share on the Toronto Stock Exchange for the 20 consecutive trading days immediately preceding the trading day before the acceptance time of the Offer (the “Acceptance Time”), in each case converted into U.S. Dollars based on the average currency conversion rate as measured over such 20-day period.