Exchange Ratio True-Up Sample Clauses

Exchange Ratio True-Up. If the condition set forth in Section 8.03(b) would be unable to be satisfied because immediately after the Effective Time, the percentage of outstanding shares of Parent Common Stock to be received by the former holders of Spinco Common Stock with respect to Qualified Spinco Common Stock would be less than 50.5% (the “Threshold Percentage”) of all the stock of Parent (including (i) any instruments that are treated as stock for U.S. federal income Tax purposes; and (ii) any stock that may be issued after the Effective Time, pursuant to the exercise or settlement of an option or other contract acquired or entered into on or before the Effective Time that may be regarded as having been acquired or entered into before the Effective Time as part of a “plan” of which the Distribution is a part within the meaning of Section 355(e) of the Code, but excluding (A) for purposes of clause (i), any employee stock option that, at the time of grant, was not in-the-money and, unless an election has been made under Section 83(b) of the Code with respect thereto, any stock or stock rights granted as compensation before the Effective Time that is not vested at the Effective Time; and (B) for purposes of clause (ii), any stock that may be issued after the Effective Time, pursuant to the exercise or settlement of any rights pursuant to a Parent Stock Plan), determined without regard to any adjustment pursuant to this Section 2.04(d)), then the aggregate number of shares of Parent Common Stock into which the shares of Spinco Common Stock are converted pursuant to Section 2.04(a) shall be increased such that the number of shares of Parent Common Stock to be received by the former holders of Spinco Common Stock with respect to Qualified Spinco Common Stock equals the Threshold Percentage. If any such increase is required solely by reason of any actions taken by TDCC or its Affiliates pursuant to the plan (or series of related transactions) which includes the Distribution (within the meaning of Section 355(e) of the Code) or failure by TDCC or its Affiliates to take any commercially reasonable action to prevent such increase, then the Above Basis Amount shall be decreased by an amount equal to the product of $29.00 multiplied by the number of additional shares of Parent Common Stock required to be issued pursuant to the true-up set forth in this Section 2.04(d) solely by reason of such actions taken by TDCC or its Affiliates.
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Exchange Ratio True-Up. If the condition set forth in Section 4.3(d) of the Separation Agreement with respect to the Distribution Tax Opinion would be unable to be satisfied because immediately after the Effective Time the percentage of outstanding shares of Grizzly Common Stock to be received by former Spinco shareholders with respect to Qualified Spinco Common Stock would be less than 50.5% (the “Threshold Percentage”) of all outstanding Grizzly Common Stock (determined without regard to any adjustment pursuant to this Section 3.1(d)) then the aggregate number of shares of Grizzly Common Stock into which the shares of Spinco Common Stock are converted pursuant to Section 3.1(a)(i) shall be increased such that the number of shares of Grizzly Common Stock to be received by former Spinco shareholders with respect to Qualified Spinco Common Stock equals the Threshold Percentage. If any such increase is required solely by reason of any actions taken by Burgundy or its Affiliates pursuant to the plan (or series of related transactions) which includes the Distribution (within the meaning of Section 355(e) of the Code), then the Above Basis Amount shall be decreased by an amount equal to the product of $27.54 multiplied by the number of additional shares of Grizzly Common Stock required to be issued pursuant to the true-up set forth in this Section 3.1(d) solely by reason of any such actions taken by Burgundy or its Affiliates.
Exchange Ratio True-Up. If the percentage of outstanding shares of ILG Common Stock to be received by former Vistana shareholders with respect to Qualified Vistana Common Stock would be less than 50.5% (the “Threshold Percentage”) of all outstanding ILG Common Stock (determined without regard to any adjustment pursuant to this Section 3.01(d)) then upon Starwood’s election, the aggregate number of shares of ILG Common Stock into which the shares of Vistana Common Stock are converted pursuant to Section 3.01(a)(i) shall be increased such that the number of shares of ILG Common Stock to be received by former Vistana shareholders with respect to Qualified Vistana Common Stock equals the Threshold Percentage. If any such increase is required, then the Distribution Date Payment shall be decreased by an amount equal to product of $19.08 multiplied by the number of additional shares of ILG Common Stock required to be issued pursuant to the true-up set forth in this Section 3.01(d) solely by reason of such actions taken by Starwood or its Affiliates; provided, however, that the preceding clause shall not apply if ILG acted in a way that caused the failure to meet the Threshold Percentage in the absence of the increase in ILG Common Stock issued pursuant to this Section 3.01(d).
Exchange Ratio True-Up. If the condition set forth in Section 3.3(b) of the Separation Agreement with respect to the Distribution Tax Opinion is unable to be satisfied because immediately after the Effective Time the percentage of outstanding shares of Company Common Stock issued pursuant to the plan (or series of related transactions) which includes the Distribution (within the meaning of Section 355(e) of the Code) would be more than 49.5% (the “Threshold Percentage”) (determined without regard to any adjustment pursuant to this Section 3.1(d)), then the aggregate number of shares of Company Common Stock into which the shares of Spinco Common Stock are converted pursuant to Section 3.1(a)(i) shall be increased such that the recomputed Threshold Percentage is 49.5%.
Exchange Ratio True-Up. If the percentage of outstanding shares of Chicago Common Stock to be received in the Merger by former Xxxxxxx shareholders with respect to Qualified Xxxxxxx Common Stock would be less than 50.1% of all Chicago Common Stock outstanding immediately following the consummation of the Merger (determined (i) after giving effect to the issuance of all shares of Chicago Common Stock to be issued pursuant to Section 3.1(a)(i) and (ii) without regard to any adjustment pursuant to this Section 3.1(d)) (the “Threshold Percentage”), then upon Houston’s election, the aggregate number of shares of Chicago Common Stock into which the shares of Xxxxxxx Common Stock are converted pursuant to Section 3.1(a)(i) shall be increased such that the number of shares of Chicago Common Stock to be received in the Merger by former Xxxxxxx shareholders with respect to Qualified Xxxxxxx Common Stock equals the Threshold Percentage. If any such increase is required, then the amount of Xxxxxxx Debt distributed pursuant to Section 3.1(b)(ii) of the Separation and Distribution Agreement shall be decreased by an amount equal to the product of $34.45 multiplied by the number of additional shares of Chicago Common Stock required to be issued pursuant to the true-up set forth in this Section 3.1(d); provided, however, that the preceding clause shall apply only if Houston acted in a way that caused the failure to meet the Threshold Percentage in the absence of the increase in Chicago Common Stock issued pursuant to this Section 3.1(d).
Exchange Ratio True-Up. If the percentage of outstanding shares of RMT Partner Common Stock to be received by the former holders of Spinco Common Stock with respect to Qualified Spinco Common Stock would be less than 50.1% (the “Threshold Percentage”) of all the stock of RMT Partner immediately following the consummation of the Merger (including (i) any instruments that are treated as equity for U.S. federal income Tax purposes and (ii) any stock that may be issued after the Effective Time, pursuant to the exercise or settlement of an option or other contract acquired or entered into on or before the Effective Time that may be regarded as having been acquired or entered into before the Effective Time as part of a “plan” of which the Distribution is a part within the meaning of Section 355(e) of the Code, determined without regard to any adjustment pursuant to this Section 3.2(d)), then upon Remainco’s election, the Exchange Ratio shall be increased such that the number of shares of RMT Partner Common Stock to be received in the Merger by holders of Spinco Common Stock immediately prior to the Effective Time with respect to Qualified Spinco Common Stock pursuant to Section 3.2(a)(i) represents the Threshold Percentage. The Parties agree that this Section 3.2(d) is intended to ensure that the Merger does not cause Section 355(e) of the Code to apply to the Distribution, and that this Section 3.2(d) shall be interpreted consistently therewith, including with respect to any calculation of the Threshold Percentage.

Related to Exchange Ratio True-Up

  • Exchange Ratio The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of Units of Preferred Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights.

  • Adjustments to Exchange Ratio The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Conversion Ratio The “Conversion Ratio” for each share of Series B Preferred Stock shall be equal to the Stated Value divided by the Conversion Price.

  • Adjustments to Conversion Ratios The number of Ordinary Shares that the holders of Rights are entitled to receive as a result of the occurrence of an Exchange Event shall be equitably adjusted to reflect appropriately the effect of any share split, reverse share split, share dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Ordinary Shares occurring on or after the date hereof and prior to the Exchange Event.

  • Cash Flow Leverage Ratio The Borrower will not permit the Cash Flow Leverage Ratio on the last day of any fiscal quarter to exceed 3.50 to 1.00.

  • Debt to Capitalization Ratio As of the last day of each fiscal quarter of the Borrower, the Debt to Capitalization Ratio shall be less than or equal to 0.70 to 1.0.

  • Rounding of Calculations; Minimum Adjustments All calculations under this Section 13 shall be made to the nearest one-tenth (1/10th) of a cent or to the nearest one- hundredth (1/100th) of a share, as the case may be. Any provision of this Section 13 to the contrary notwithstanding, no adjustment in the Exercise Price or the number of Shares into which this Warrant is exercisable shall be made if the amount of such adjustment would be less than $0.01 or one-tenth (1/10th) of a share of Common Stock, but any such amount shall be carried forward and an adjustment with respect thereto shall be made at the time of and together with any subsequent adjustment which, together with such amount and any other amount or amounts so carried forward, shall aggregate $0.01 or 1/10th of a share of Common Stock, or more.

  • Cash Flow Coverage Ratio Maintain a Cash Flow Coverage Ratio as of the last day of each of its fiscal quarters of not less than 3.25 to 1.

  • Minimum Consolidated Interest Coverage Ratio Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the Borrower to be less than 3.25 to 1.00.

  • Leverage Ratios Notwithstanding anything to the contrary contained herein, for purposes of calculating any leverage ratio herein in connection with the incurrence of any Indebtedness, (a) there shall be no netting of the cash proceeds proposed to be received in connection with the incurrence of such Indebtedness and (b) to the extent the Indebtedness to be incurred is revolving Indebtedness, such incurred revolving Indebtedness (or if applicable, the portion (and only such portion) of the increased commitments thereunder) shall be treated as fully drawn.

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