Adjustment for Stock Splits, Stock Dividends and Combinations of Common Stock. Except as provided below in this Section 5(c), in the event the outstanding shares of Common Stock shall, after the filing of this Certificate of Designation be subdivided (split) or combined (reverse split), by reclassification or otherwise, or in the event of any dividend or other distribution payable on the Common Stock in shares of Common Stock, the Conversion Rate in effect immediately prior to such subdivision, combination, dividend or other distribution shall, concurrently with the effectiveness of such subdivision, combination, dividend or other distribution, be proportionately adjusted. Section 6.17 of the Merger Agreement requires that the Corporation call, give notice of, convene and hold the Nuvel Shareholder Meeting for the purpose of considering and taking action upon a proposal to approve the Reverse Stock Split. Notwithstanding the foregoing provisions of the Section 5(c), no adjustment to the Conversion Rate will result from the Reverse Stock Split.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nuvel Holdings, Inc.), Agreement and Plan of Merger (Nuvel Holdings, Inc.)
Adjustment for Stock Splits, Stock Dividends and Combinations of Common Stock. Except as provided below in this Section 5(c6(e), in the event the outstanding shares of Common Stock shall, after the filing of this Certificate of Designation be subdivided (split) or combined (reverse split), by reclassification or otherwise, or in the event of any dividend or other distribution payable on the Common Stock in shares of Common Stock, the Conversion Rate in effect immediately prior to such subdivision, combination, dividend or other distribution shall, concurrently with the effectiveness of such subdivision, combination, dividend or other distribution, be proportionately adjusted. Section 6.17 of the Merger Agreement requires that the Corporation call, give notice of, convene and hold the Nuvel Shareholder Meeting for the purpose of considering and taking action upon a proposal to approve the Reverse Stock Split. Notwithstanding the foregoing provisions of the Section 5(c6(e), no adjustment to the Conversion Rate will result from the Reverse Stock Split.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nuvel Holdings, Inc.), Agreement and Plan of Merger (Nuvel Holdings, Inc.)
Adjustment for Stock Splits, Stock Dividends and Combinations of Common Stock. Except as provided below in this Section 5(c6(c), in the event the outstanding shares of Common Stock shall, after the filing of this Certificate of Designation be subdivided (split) or combined (reverse split), by reclassification or otherwise, or in the event of any dividend or other distribution payable on the Common Stock in shares of Common Stock, the Conversion Rate in effect immediately prior to such subdivision, combination, dividend or other distribution shall, concurrently with the effectiveness of such subdivision, combination, dividend or other distribution, be proportionately adjusted. Section 6.17 6.16 of the Merger Agreement requires that the Corporation call, give notice of, convene and hold the Nuvel Shareholder Meeting for the purpose of considering and taking action upon a proposal to approve the Reverse Stock SplitRecapitalization. Notwithstanding the foregoing provisions of the Section 5(c6(c), no adjustment to the Conversion Rate will result from the Reverse Stock SplitRecapitalization.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuvel Holdings, Inc.)
