Xxxxxx Exchange Ratio definition

Xxxxxx Exchange Ratio shall have the meaning specified in Section 2.9(c).
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Xxxxxx Exchange Ratio means a percentage equal to thirty five percent (35%), as adjusted pursuant to Section 4.03.
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Xxxxxx Exchange Ratio shall have the meaning ascribed thereto in Section 3.1(e), as the same may be adjusted pursuant to Section 3.1(f) or Section 3.1(g);
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Examples of Xxxxxx Exchange Ratio in a sentence

  • The Board of Directors of Devon has received the opinion of Xxxxxx Xxxxxxx & Co. Incorporated to the effect that, as of the date of this Agreement, the Santa Xx Xxxxxx Exchange Ratio is fair, from a financial point of view, to Devon; it being understood and acknowledged by Santa Xx Xxxxxx that such opinion has been rendered for the benefit of the Board of Directors of Devon, and is not intended to, and may not, be relied upon by Santa Xx Xxxxxx, its affiliates or their respective Subsidiaries.

  • If, subsequent to the date of this Agreement but prior to the Effective Time, Santa Xx Xxxxxx changes the number of shares of Santa Xx Xxxxxx Common Stock, or Devon changes the number of shares of Devon Common Stock, issued and outstanding as a result of a stock split, reverse stock split, stock dividend, recapitalization or other similar transaction, the Santa Xx Xxxxxx Exchange Ratio and other items dependent thereon shall be appropriately adjusted.

  • All such shares of Xxxxxx Capital Stock shall no longer be outstanding and shall be cancelled and retired automatically and shall cease to exist, and each holder of a certificate representing any such shares of Xxxxxx Capital Stock shall cease to have any rights with respect thereto, except the right to receive the Xxxxxx Exchange Ratio per share of Xxxxxx Capital Stock, upon the surrender of such certificate in accordance with Section 11.5, without interest.

  • Such shares of Xxxxxx Common Stock shall, for the avoidance of doubt be taken into account in calculating the Xxxxxx Common Exchange Ratio and, at the Effective Time, the holder of each such share of Xxxxxx Common Stock shall have the right to receive a number of validly issued, fully paid and nonassessable shares of Holdco Common Stock equal to the Xxxxxx Exchange Ratio in exchange for each share of Xxxxxx Common Stock in accordance with, and subject to, the provisions of Section 4.01(b).

  • If a Xxxxxx Exchange Ratio Adjustment Event shall occur, the Xxxxxx Exchange Ratio shall be decreased on a pro rata basis by 0.25% for each $700,000 of Xxxxxx Net Debt in excess of the Xxxxxx Target Net Debt (provided that such decrease shall in no event exceed 0.73%), and the NAM Exchange Ratio shall be increased by the same percentage, such that the sum of the NAM Exchange Ratio and the Xxxxxx Exchange Ratio shall always equal one hundred percent (100%) as of the Effective Time.

  • For purposes of this Agreement, the term "Xxxxxx Exchange Ratio" means, subject to adjustment in accordance with Section 11.1, the ratio that results from dividing (x) Six Hundred Four Thousand Seven Hundred Ninety Dollars ($604,790) by (y) the product of (1) the Average Pre-Closing Price of Parent Common Stock and (2) the total number of shares of Xxxxxx Capital Stock outstanding.

  • For purposes of this Agreement, the term "Xxxxxx Exchange Ratio" means, subject to adjustment in accordance with Section 11.1, the ratio that results from dividing (x) Four Million Five Hundred Twenty-Five Thousand One Hundred Eighty Dollars ($4,525,180) by (y) the product of (1) the Average Pre-Closing Price of Parent Common Stock and (2) the total number of shares of Xxxxxx Capital Stock outstanding.

  • For purposes of determining the Xxxxxx Exchange Ratio (as defined hereafter) and the Tracks Exchange Ratio (as defined hereafter), the ratios, unless otherwise adjusted in accordance with Section 2.7(c), shall be based on the issuance of a total of 1,847,143 shares of Insituform Common Stock valued as of Closing at $35 per share.


More Definitions of Xxxxxx Exchange Ratio

Xxxxxx Exchange Ratio means, subject to adjustment in accordance with Section 11.1, the ratio that results from dividing (x) Four Million Five Hundred Twenty-Five Thousand One Hundred Eighty Dollars ($4,525,180) by (y) the product of (1) the Average Pre-Closing Price of Parent Common Stock and (2) the total number of shares of Xxxxxx Capital Stock outstanding. All such shares of Xxxxxx Capital Stock shall no longer be outstanding and shall be cancelled and retired automatically and shall cease to exist, and each holder of a certificate representing any such shares of Xxxxxx Capital Stock shall cease to have any rights with respect thereto, except the right to receive the Xxxxxx Exchange Ratio per share of Xxxxxx Capital Stock, upon the surrender of such certificate in accordance with Section 11.5, without interest.
Sample 1
Xxxxxx Exchange Ratio means, subject to adjustment in accordance with Section 11.1, the ratio that results from dividing (x) Six Hundred Four Thousand Seven Hundred Ninety Dollars ($604,790) by (y) the product of (1) the Average Pre-Closing Price of Parent Common Stock and (2) the total number of shares of Xxxxxx Capital Stock outstanding. All such shares of Xxxxxx Capital Stock shall no longer be outstanding and shall be cancelled and retired automatically and shall cease to exist, and each holder of a certificate representing any such shares of Xxxxxx Capital Stock shall cease to have any rights with respect thereto, except the right to receive the Xxxxxx Exchange Ratio per share of Xxxxxx Capital Stock, upon the surrender of such certificate in accordance with Section 11.5, without interest.
Sample 1

Related to Xxxxxx Exchange Ratio

  • 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;

  • 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.

  • 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.

  • 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.

  • Equity Award Exchange Ratio means the sum of (A) the Exchange Ratio and (B) the quotient (rounded to four decimal places) obtained by dividing the Per Share Cash Consideration by the Huntington Share Closing Price.

  • 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.

  • Daily Exchange Value means, for each of the 20 consecutive Trading Days during the Observation Period, one-twentieth (1/20) of the product of (a) the applicable Exchange Rate and (b) the Daily VWAP of the Common Stock (or the Reference Property, if applicable) on such day.

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

  • Reference Market Price initially means $ (which is an amount equal to % of the reported last sale price for Company Common Stock on the NYSE Consolidated Transactions Tape 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.

  • Party B Final Exchange Amount The Sterling equivalent of the Party A Final Exchange Amount converted by reference to the Dollar Currency Exchange Rate.

  • Fully Diluted Weighted Average Basis means, when calculating the number of Outstanding Units for any period, a basis that includes (a) the weighted average number of Outstanding Units during such period plus (b) all Partnership Interests and Derivative Partnership Interests (i) that are convertible into or exercisable or exchangeable for Units or for which Units are issuable, in each case that are senior to or pari passu with the Subordinated Units, (ii) whose conversion, exercise or exchange price, if any, is less than the Current Market Price on the date of such calculation, (iii) that may be converted into or exercised or exchanged for such Units prior to or during the Quarter immediately following the end of the period for which the calculation is being made without the satisfaction of any contingency beyond the control of the holder other than the payment of consideration and the compliance with administrative mechanics applicable to such conversion, exercise or exchange and (iv) that were not converted into or exercised or exchanged for such Units during the period for which the calculation is being made; provided, however, that for purposes of determining the number of Outstanding Units on a Fully Diluted Weighted Average Basis when calculating whether the Subordination Period has ended or Subordinated Units are entitled to convert into Common Units pursuant to Section 5.7, such Partnership Interests and Derivative Partnership Interests shall be deemed to have been Outstanding Units only for the four Quarters that comprise the last four Quarters of the measurement period; provided, further, that if consideration will be paid to any Group Member in connection with such conversion, exercise or exchange, the number of Units to be included in such calculation shall be that number equal to the difference between (x) the number of Units issuable upon such conversion, exercise or exchange and (y) the number of Units that such consideration would purchase at the Current Market Price.

  • Open Market Adjustment Amount shall have the meaning specified in Section 2(I).

  • Reference Number means ninety-eight million, one-hundred eighty-one thousand, eight hundred eighteen (98,181,818) shares of DHI Common Stock (as adjusted for any stock split, stock dividend, reverse stock split or similar event occurring after the Merger).

  • Opening Average Share Value means the average, over the trading days in the Opening Average Period, of the closing price of a company’s stock multiplied by the Accumulated Shares for each trading day during the Opening Average Period.

  • Reference Price means the Reference Price of the Underlying as specified in § 1 of the Product and Underlying Data.

  • Multi-Exchange Index , if applicable, means each Reference Item specified under the heading "Underlying" in the Product Terms to be a Multi-Exchange Index.

  • Adjustment ratio means the value of index A divided by index

  • Exchange Value is the adjusted appraised value of the Property which takes into consideration various factors to balance the business value of the Property within its present ownership structure.

  • Closing Average Share Value means the average, over the trading days in the Closing Average Period, of the closing price of the company’s stock multiplied by the Accumulated Shares for each trading day during the Closing Average Period.

  • Adjusted Dilution Ratio means, at any time, the rolling average of the Dilution Ratio for the 12 Calculation Periods then most recently ended.