Maximum Exchange Ratio definition

Maximum Exchange Ratio has the meaning set forth in Section 2.1(c)(ii).
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Maximum Exchange Ratio means $21.40 divided by $14.67. (x) "OFC Determination Date Market Value" shall be the average of the daily closing sales prices of a share of OFC Stock as reported on the Nasdaq Global Market for the twenty consecutive trading days immediately preceding the Regulatory Approval Date. (xi) "OFC Minimum Calculation Price" means $14.67. (xii) "Regulatory Approval Date" shall mean the later to occur of the following: (1) GCB and OFC shareholder approvals; (2) the first date on which all Regulatory Approvals (and waivers, if applicable) necessary for consummation of the Merger have been received (disregarding any waiting period).
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Maximum Exchange Ratio means $21.40 divided by $14.67.
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Examples of Maximum Exchange Ratio in a sentence

  • If prior to the Effective Time Buyer should split or combine its common stock, or pay a dividend or other distribution in such common stock, then the Exchange Ratio, Minimum Exchange Ratio and Maximum Exchange Ratio shall be appropriately adjusted to reflect such split, combination, dividend or distribution.

  • In the event Republic changes the number of shares of Republic Common Stock issued and outstanding prior to the Effective Time as a result of a stock split, stock dividend, or similar recapitalization with respect to such stock, the Exchange Ratio, the Minimum Exchange Ratio and the Maximum Exchange Ratio shall be proportionately adjusted.

  • If the Exchange Ratio would have been equal to or greater than the Maximum Exchange Ratio but for the proviso in the previous sentence, then the Company may, in its sole discretion, require that, in lieu of the Stock Consideration, Parent make a cash payment in an amount equal to the Stock Value (as calculated below) in addition to the Cash Consideration (the "CASH ELECTION"), and the term Merger Consideration shall include this cash payment as opposed to the Stock Consideration.

  • If the Exchange Ratio would have been equal to or greater than the Maximum Exchange Ratio but for the proviso in the previous sentence, then the Company may, in its sole discretion, require that, in lieu of the Stock Consideration, Parent make a cash payment in an amount equal to the Stock Value (as calculated below) in addition to the Cash Consideration (the “Cash Election”), and the term Merger Consideration shall include this cash payment as opposed to the Stock Consideration.

  • The "EXCHANGE RATIO" shall be equal to the Stock Value divided by the Closing VWAP; provided, however, that the Exchange Ratio shall be less than the Maximum Exchange Ratio.

  • During the five Business Day period commencing with its receipt of such notice, OFC shall have the option to increase the consideration to be received by the holders of GCB Stock who elect to receive OFC Stock hereunder by adjusting the Exchange Ratio to the following quotient at its sole discretion: (i) the quotient determined by dividing the OFC Minimum Calculation Price by the OFC Determination Date Market Value, and multiplying the quotient by the product of the Maximum Exchange Ratio and 0.825.

  • The “Exchange Ratio” shall be equal to the Stock Value divided by the Closing VWAP; provided, however, that the Exchange Ratio shall be less than the Maximum Exchange Ratio.