Merger Exchange Ratio definition

Merger Exchange Ratio means 1.2, which is the "Exchange Ratio" as defined and determined in accordance with Section 2.7(a) of the Merger Agreement.
Sample 1Sample 2Sample 3
Merger Exchange Ratio shall have the meaning assigned to the term "Exchange Ratio" in the Merger Agreement.
Sample 1Sample 2Sample 3
Merger Exchange Ratio means the quotient obtained by dividing (i) the Total Inovio Closing Shares by (ii) the Total VGX Closing Shares.
Sample 1Sample 2Sample 3

Examples of Merger Exchange Ratio in a sentence

  • The exercise price per share of New Charter Common Stock subject to any such Parent Adjusted Option shall be an amount equal to the quotient of (A) exercise price per share of Parent Class A Common Stock subject to such Parent Stock Option immediately prior to the Parent Merger Effective Time divided by (B) the Parent Merger Exchange Ratio, with any fractional cents rounded up to the next higher number of whole cents.

  • Reflects the conversion of unvested Vimeo OpCo SARs into Vimeo SARs by multiplying each award of Unvested Vimeo OpCo SARs prior to Spin-off by the Vimeo Merger Exchange Ratio.

  • Weighted average number of shares outstanding for all periods presented has been recast to reflect the application of the Parent Merger Exchange Ratio.

  • The exchange ratio to be set forth in the Articles of Merger ("Exchange Ratio") shall be 0.625 of a common share of beneficial interest of the Surviving Trust, $0.01 par value per share, for each Wellsford Common Share outstanding immediately prior to the Effective Time.

  • The exchange ratio to be set forth in the Articles of Merger ("Exchange Ratio") shall be 0.5 of a common share of beneficial interest of EQR, $0.01 par value per share ("EQR Common Share"), for each common share, $0.01 par value per share, of EWR ("EWR Common Share") outstanding immediately prior to the Effective Time.

  • This Parent Merger Exchange Ratio was applied to all Legacy Charter Class A common stock and to stock issued to Legacy TWC stockholders and the Liberty Parties.

  • These separate regressions shed light upon the effect of past values on current values, but due to the low amount of observations for each department (25 years), estimations are not reliable.

  • Shareholders may also choose to refrain from taking any action, as a result of which such Shareholders will receive New Klépierre Shares for their Shares in accordance with the Merger Exchange Ratio upon the Merger taking effect.

  • As a result of such triangular legal merger, (i) New Sub will acquire all the assets and liabilities and legal relationships of NV under universal succession of title and NV will cease to exist, and (ii) New NV, as the sole shareholder of New Sub, will allot shares in its capital to the shareholders of NV in accordance with the Dutch Merger Exchange Ratio.

  • Notwithstanding any other provisions of this Agreement, the obligation of NAIS to defend, indemnify and hold EdTech Strategies, LLC harmless contained in this Section 15.1 shall extend for a period of five (5) years following the termination of the other provisions of this Agreement.


More Definitions of Merger Exchange Ratio

Merger Exchange Ratio means the “Exchange Ratio,” as defined in the Merger Agreement. (dd)
Sample 1
Merger Exchange Ratio means which is the "Exchange Ratio" as defined and determined in accordance with Section 2.7(a) of the Merger Agreement. (q) "Person" shall mean any individual, firm, corporation or other entity, and shall include any successor (by merger or otherwise) of such entity. (r) "Redemption Date" shall have the meaning set forth in Section 7 hereof. (s) "Subsidiary" of any Person shall mean any corporation or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by such Person. Section 2.
Sample 1
Merger Exchange Ratio means the quotient determined by dividing the Aggregate Merger Consideration by the number of Restorers Shares as of the moment immediately prior to the Effective Time, rounded to the nearest ten thousandth.
Sample 1
Merger Exchange Ratio means a fraction the numerator of which is 80.75% of the Company Share Value and the denominator of which is the Sybase Share Value, as more particularly demonstrated in the example attached hereto as Exhibit E.
Sample 1
Merger Exchange Ratio means 1.9126.
Sample 1
Merger Exchange Ratio is defined in Section 1.6(c)(i).
Sample 1

Related to Merger Exchange Ratio

  • Share Exchange Ratio has the meaning given to it in Section 3.1(d);

  • Exchange Ratio shall have the meaning set forth in Section 24(a) hereof.

  • Option Exchange Ratio means the quotient obtained by dividing (i) the Cash Amount Per Share by (ii) the Acquiror Common Stock Price.

  • Reference Exchange Rate means the exchange rate which is used as the basis to calculate any currency exchange and which is made available by the payment service provider or comes from a publicly available source;

  • Spot Exchange Rate has the meaning specified in the related Terms Document.

  • Market Exchange Rate means, unless otherwise specified with respect to any Securities pursuant to Section 301, (i) for any conversion involving a currency unit on the one hand and Dollars or any Foreign Currency on the other, the exchange rate between the relevant currency unit and Dollars or such Foreign Currency calculated by the method specified pursuant to Section 301 for the Securities of the relevant series, (ii) for any conversion of Dollars into any Foreign Currency, the noon buying rate for such Foreign Currency for cable transfers quoted in New York City as certified for customs purposes by the Federal Reserve Bank of New York and (iii) for any conversion of one Foreign Currency into Dollars or another Foreign Currency, the spot rate at noon local time in the relevant market at which, in accordance with normal banking procedures, the Dollars or Foreign Currency into which conversion is being made could be purchased with the Foreign Currency from which conversion is being made from major banks located in either New York City, London or any other principal market for Dollars or such purchased Foreign Currency, in each case determined by the Exchange Rate Agent. Unless otherwise specified with respect to any Securities pursuant to Section 301, in the event of the unavailability of any of the exchange rates provided for in the foregoing clauses (i), (ii) and (iii), the Exchange Rate Agent shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in New York City, London or other principal market for such currency or currency unit in question, or such other quotations as the Exchange Rate Agent shall deem appropriate. Unless otherwise specified by the Exchange Rate Agent, if there is more than one market for dealing in any currency or currency unit by reason of foreign exchange regulations or otherwise, the market to be used in respect of such currency or currency unit shall be that upon which a nonresident issuer of securities designated in such currency or currency unit would purchase such currency or currency unit in order to make payments in respect of such securities.

  • Equity Award Exchange Ratio means the sum of (i) the Share Consideration, plus (ii) the quotient of (x) the Cash Consideration divided by (y) the Parent Stock Price, rounded to the nearest one thousandth.

  • FX Exchange Rate means the FX Exchange Rate as specified in § 2 of the Product and Underlying Data.

  • Canadian-U.S. Exchange Rate means, on any date, the inverse of the U.S. - Canadian Exchange Rate in effect on such date;

  • Exchange Rate means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Agreement, the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation.

  • Applicable Exchange Rate means, with respect to any Contract denominated and payable in Euros or GBPs on any day, the lesser of (a) the applicable currency Dollar spot rate used by the Borrower (as determined by the Collateral Manager) to acquire such currency on the date such Contract is included in the Borrower Collateral and (b) the Applicable Conversion Rate for such currency.

  • Reference Share Price means, on any day, the closing price of a Reference Share on the primary exchange on which the Reference Share is traded, as reported by such exchange, provided that if the primary exchange on which a particular Reference Share is traded is not open for trading on that day, if there is no closing price on that day or if there is a market disruption event affecting such Reference Share on that day, the closing price on the immediately preceding day on which such exchange is open for trading (and for which there is a closing price and no market disruption event) will be used, except if this occurs on the Issue Date or an Average Valuation Date, in which case the closing price on the immediately following day on which such exchange is open for trading (and for which there is a closing price and no market disruption event) will be used, up to a maximum postponement of five Business Days. If the closing of the primary exchange, the absence of a closing price or the market disruption event should last for five Business Days, the closing price of the relevant Reference Share will be a price determined on such fifth Business Day by the Calculation Agent in its sole discretion and in good faith using market-accepted practices.

  • Parent Trading Price means the volume weighted average closing sale price of one (1) share of Parent Common Stock as reported on NYSE for the ten (10) consecutive trading days ending on the trading day immediately preceding the Acceptance Time (as adjusted as appropriate to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications or similar events).

  • Reference Market Price initially means $______ (which is an amount equal to _____% of the reported last sale price for Common Stock on ____________, 1999), and in the event of any adjustment of the Conversion Price other than as a result of a Non-Stock Fundamental Change, the Reference Market Price shall also be adjusted so that the ratio of the Reference Market Price to the Conversion Price after giving effect to any such adjustment shall always be the same as the ratio of the initial Reference Market Price to the initial Conversion Price of the Debentures.

  • Conversion Ratio means the ratio (expressed as the number of Shares to which one Warrant relates) specified by the Issuer, subject to adjustments in accordance with these Conditions.

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Exchange Price means as of any date, $1,000, divided by the Exchange Rate as of such date.

  • Cash Merger Consideration has the meaning set forth in Section 2.5.

  • Daily Exchange Value means, for each of the 20 consecutive Trading Days during the Applicable Exchange Measurement Period, one-twentieth (1/20) of the product of (1) the Applicable Exchange Rate and (2) the Daily VWAP of the Common Stock on such day.

  • Reference Exchange means XETRA.

  • Early Preference Share Valuation Date means the date specified as such in the relevant Early Preference Share Redemption Notice which shall fall not less than one day and not more than 180 days following the day such Early Preference Share Redemption Notice is given. The Early Preference Share Redemption Notice may provide that such date is subject to adjustment in accordance with certain disruption or adjustment events, as determined by the Calculation Agent.

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Common Share Price means the volume weighted average closing price of the Common Stock (as reported by the Primary Exchange on which the Common Stock is then traded) for the ten (10) trading days immediately preceding the date on which the determination is made (or, if such price is not available, as determined in good faith by the Board of Directors).

  • U.S.-Canadian Exchange Rate means, on any date:

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Closing Merger Consideration has the meaning set forth in Section 2.02