Series D Exchange Ratio definition

Series D Exchange Ratio means the result obtained by dividing (i) the product of (A) the Series D Preference Percentage multiplied by (B) the Preferred Merger Shares, by (ii) the total number of shares of Series D Preferred Stock outstanding immediately prior to the Effective Time.

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Series D Exchange Ratio will equal the quotient obtained by dividing (A) the total number of Merger Shares having an aggregate Share Value equal to or less than the Series D Preference Amount, by (B) the number of outstanding shares of ANI Series D Preferred Stock immediately prior to the Effective Time.

Series D Exchange Ratio shall have the meaning ascribed to it in Section 2.1(b).

Examples of Series D Exchange Ratio in a sentence

Subject to Section 1.12, each issued and outstanding share of Series D Preferred Stock (other than shares to be canceled in accordance with Section 1.6(b) and any Dissenting Shares to the extent provided in Section 1.9) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive that fraction of a share of Parent Common Stock equal to the Series D Exchange Ratio.
To the extent a Management Carve-Out Recipient elects not to receive his share of the Management Carve-Out Amount, such amount shall be added to the Preferred Stock Consideration and the Preferred Cash Consideration and the Series A Exchange Ratio, the Series B Exchange Ratio, the Series C Exchange Ratio, the Series D Exchange Ratio; the Series E Exchange Ratio, and the Preferred Cash Consideration shall be adjusted proportionately.
The "Aggregate Preferred Number" shall mean the sum of (w) the product obtained by multiplying the Outstanding Series A Amount by the Series A Exchange Ratio, plus (x) the product obtained by multiplying the Outstanding Series B Amount by the Series B Exchange Ratio, plus (y) the product obtained by multiplying the Outstanding Series C Amount by the Series C Exchange Ratio, plus (z) the product obtained by multiplying the Outstanding Series D Amount by the Series D Exchange Ratio.
Each holder of Company Series D Preferred Stock issued and outstanding immediately prior to the Effective Time shall be entitled to receive the following: (i) the number of shares of Parent Common Stock that is equal to the Series D Exchange Ratio for each share of Company Series D Preferred Stock (the “Series D Share Consideration”), and (ii) an amount of cash that is equal to the Series D Cash Consideration for each share of Company Series D Preferred Stock.
If, as a result of an adjustment made pursuant to this subparagraph, any Preferred Stockholder shall become entitled to receive shares of two or more classes of capital stock of Cadiz in the Exchange, the Board of Directors of Cadiz shall determine in good faith the allocation of the adjusted Series D Exchange Ratio, Series E-1 Exchange Ratio or Series E-2 Exchange Ratio between or among shares of such classes of capital stock, which allocation must be reasonably acceptable to the Preferred Stockholder.

More Definitions of Series D Exchange Ratio

Series D Exchange Ratio means a fraction, calculated to seven decimal places, equal to the product of the Parent Stock Amount and the Series D Percentage, divided by the number of shares of Series D Preferred Stock that are issued and outstanding on a fully exercised, fully converted basis immediately prior to the Effective Time.

Series D Exchange Ratio means the sum of (i) the quotient obtained by dividing (x) the Merger Consideration minus the Liquidation Share Number by

Series D Exchange Ratio means the quotient of (i) $2.69 divided by (ii) the Closing Price.

Series D Exchange Ratio means the quotient obtained by dividing 3.00 by the Parent Price.

Series D Exchange Ratio means the sum of (i) the quotient obtained by dividing (x) the Merger Consideration minus the Liquidation Share Number by (y) the Aggregate Common Number, plus (ii) the quotient obtained by dividing $3.71 by the Liquidation Preference Share Price.

Series D Exchange Ratio means for one (1) share of Series D Convertible Preferred Stock for every $10,000.00 of Note Value held by _________________ and outstanding on the Closing Date.

Series D Exchange Ratio shall be equal to the quotient determined by dividing (x) the Total Series D Consideration Shares by (y) the number of Series D Shares issued and outstanding as of the Effective Time.