Exchange Ratio

Exchange Ratio. Means the rate at which shares of Holding Company Common Stock will be issued in exchange for shares of Mid-Tier Holding Company Common Stock held by the Minority Stockholders in connection with the Bank Merger. The exact rate (which shall be rounded to four decimal places) shall be determined by the MHC, the Mid-Tier Holding Company and the Bank in order to ensure that upon consummation of the Conversion and Reorganization, the Minority Stockholders will own in the aggregate approximately the... same percentage of the Holding Company Common Stock to be outstanding upon completion of the Conversion and Reorganization as the percentage of Mid-Tier Holding Company Common Stock owned by them in the aggregate immediately prior to consummation of the Conversion and Reorganization, before giving effect to (a) cash paid in lieu of any fractional inte rests of Holding Company Common Stock and (b) any shares of Conversion Stock purchased by the Minority Stockholders in the Offerings. View More

Exchange Ratio. Shall have the meaning set forth in the Merger Agreement.

Exchange Ratio. The Exchange Ratio shall be fixed at 0.2150 of a share of Parent Common Stock (such fractional share, the "Merger Consideration") so long as the Parent Common Stock Value is between $18.75 and $26.75 inclusive. Notwithstanding anything to the contrary contained herein, if the Parent Common Stock Value is less than $18.75, Parent may elect, at its sole option, (i) to adjust the Exchange Ratio to an amount equal to $4.00 divided by... the Parent Common Stock Value, or (ii) to have the Exchange Ratio remain at 0.2150, and if the Parent Common Stock Value is more than $26.75, the Exchange Ratio shall automatically adjust to an amount equal to $5.75 divided by the Parent Common Stock Value. View More

Exchange Ratio. Shall mean the ratio determined by dividing twenty million (20,000,000) by the total number of shares of Swan Common Stock held by all of the Participating Shareholders following the conversion of the Preferred Stock in accordance with Section 3(a) and immediately prior to the Exchange set forth in Section 3(b).

Exchange Ratio. The number of shares of common stock, par value $.01 per share, of ATX Group, issued pursuant to the ATX Reorganization in exchange for each outstanding share of common stock, par value of $.001 per share, of ATX Technologies, Inc., as determined by the board of directors of ATX Technologies, Inc, such number to be at least 0.3 shares, but no more than 0.5 shares.

Exchange Ratio. Shall have the meaning ascribed to such term under the Merger Agreement.

Exchange Ratio. Means the number determined by dividing (a) the sum of 17,455,090, plus 4,000,000 if the First Earnout is earned, plus 1,000,000 if the Second Earnout is earned, by (b) the Fully Diluted Company Share Amount.

Exchange Ratio. Shall mean the ratio used to determine the number of shares of common stock in a successor corporation each share of Company Stock will exchanged for in a Second-Step Conversion. The Exchange Ratio will be determined as part of the independent valuation conducted in connection with the Second-Step Conversion. 3

Exchange Ratio. 0.6410

Exchange Ratio. 0.6133