Common use of Adjustment of Exchange Ratio Clause in Contracts

Adjustment of Exchange Ratio. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock, respectively, shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, combination, exchange, recapitalization or other similar transaction, the Exchange Ratio shall be appropriately adjusted.

Appears in 4 contracts

Samples: Merger Agreement (Guidant Corp), Agreement and Plan of Merger (Northrop Grumman Corp), Merger Agreement (Mony Group Inc)

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Adjustment of Exchange Ratio. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding Company changes the number of shares of Company Common Stock, or Parent changes the number of shares of Parent Common Stock or Company Common Stock, respectively, shall have been changed into a different number of shares or a different class issued and outstanding as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, combination, exchange, recapitalization or other similar transaction, the Exchange Ratio and other items dependent thereon shall be appropriately adjusted.

Appears in 3 contracts

Samples: Merger Agreement (Baker Hughes Inc), Merger Agreement (Baker Hughes Inc), Merger Agreement (Western Atlas Inc)

Adjustment of Exchange Ratio. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock, respectively, shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, combination, exchange, recapitalization or other similar transaction, the Exchange Ratio shall be appropriately adjusted.

Appears in 3 contracts

Samples: Merger Agreement (Advanced Energy Industries Inc), Merger Agreement (Engineering Measurements Co), Agreement and Plan of Reorganization (Advanced Energy Industries Inc)

Adjustment of Exchange Ratio. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Parent any of Acquiror Common Stock or Company Common Stock, respectively, Stock shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization or other similar transaction, the Exchange Ratio shall be appropriately proportionately adjusted.

Appears in 2 contracts

Samples: Merger Agreement (North American Scientific Inc), Merger Agreement (Friede John A)

Adjustment of Exchange Ratio. In the event thatIf, subsequent to after the date of this Agreement Agreement, but prior to the Effective Time, the outstanding shares of Parent Acquiror Common Stock or Company Common Stockissued and outstanding shall, respectivelythrough a reorganization, shall have been changed into a different number of shares or a different class as a result of a recapitalization, reclassification, stock dividend, stock split, reverse stock split, stock dividend, subdivision, reclassification, combination, exchange, recapitalization split or other similar transactionchange (regardless of the method of effectuation of any of the foregoing, including by way of a merger or otherwise) in the capitalization of the Acquiror, increase or decrease in number or be changed into or exchanged for a different kind or number of securities, then an appropriate and proportionate adjustment shall be made to the Exchange Ratio shall be appropriately adjustedRatio.

Appears in 2 contracts

Samples: Merger Agreement (Kinnard Investments Inc), Merger Agreement (Stockwalk Com Group Inc)

Adjustment of Exchange Ratio. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock, respectively, shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, combination, exchange, recapitalization or other similar transactiontransaction (or a record date shall have been set for such purpose), the Exchange Ratio shall be appropriately adjusted.

Appears in 2 contracts

Samples: Merger Agreement (Cephalon Inc), Merger Agreement (Cephalon Inc)

Adjustment of Exchange Ratio. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock, respectively, Stock shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivisioncombination, reclassification, combination, exchange, recapitalization or other similar transactiontransaction or event, the Exchange Ratio Ratio, the Merger Consideration and other items dependent thereon shall be appropriately adjustedadjusted to provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event.

Appears in 2 contracts

Samples: Merger Agreement (TGC Industries Inc), Merger Agreement (Dawson Geophysical Co)

Adjustment of Exchange Ratio. In the event thatIf, subsequent to between the date of this ---------------------------- Agreement but prior to and the Effective Time, the outstanding shares of Parent Common Stock or (or, subject to Section 5.1 below, Company Common Stock, respectively, ) shall have been changed into a different number of shares or a different class as a result by reason of a stock any reclassification, split, reverse stock split-up, stock dividend, subdivision, reclassification, stock combination, exchange, recapitalization or other similar transaction, then the Exchange Ratio shall be appropriately correspondingly adjusted.

Appears in 2 contracts

Samples: Merger Agreement (Talk City Inc), Agreement and Plan of Reorganization (Ticketmaster Online Citysearch Inc)

Adjustment of Exchange Ratio. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Parent Common Stock or Company Common Lottery Stock, respectively, shall have been changed into a different number of shares or interests or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, consolidation, reclassification, split, combination, exchange, recapitalization or other similar transaction, the Exchange Ratio shall be appropriately adjusted.

Appears in 1 contract

Samples: Merger Agreement (Mdi Entertainment Inc)

Adjustment of Exchange Ratio. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding Company changes the number of shares of Company Common Stock or Parent changes the number of shares of Parent Common Stock or Company Common Stock, respectively, shall have been changed into a different number of shares or a different class issued and outstanding as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, combination, exchange, recapitalization or other similar transaction, the Exchange Ratio and other items dependent thereon shall be appropriately adjusted.

Appears in 1 contract

Samples: Merger Agreement (Circle International Group Inc /De/)

Adjustment of Exchange Ratio. In the event thatIf, subsequent to between the date of this ---------------------------- Agreement but prior to and the Effective TimeTime of the Merger, the outstanding shares of Parent Active Common Stock or Company Premier Common Stock, respectively, Stock shall have been changed into a different number of shares or a different class as a result by reason of a any reclassification, reorganization, recapitalization, stock split, reverse stock split, stock dividend, subdivision, reclassification, combination, exchange, recapitalization exchange of shares or other similar transactionreadjustment, the Exchange Ratio shall be appropriately correspondingly adjusted.

Appears in 1 contract

Samples: Merger Agreement (Active Software Inc)

Adjustment of Exchange Ratio. In the event that, subsequent to the ---------------------------- date of this Agreement but prior to the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock, respectively, shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, combination, exchange, recapitalization or other similar transaction, the Exchange Ratio shall be appropriately adjusted.

Appears in 1 contract

Samples: Merger Agreement (Rf Power Products Inc)

Adjustment of Exchange Ratio. In the event thatIf, subsequent to between the date of this Agreement but prior to and the Effective Time, the outstanding shares of Company Common Stock or Parent Common Stock or Company Common Stock, respectively, shall have been changed into into, or exchanged for, a different number of shares or a different class as a result class, by reason of a stock split, reverse stock split, any stock dividend, subdivision, reclassification, combinationrecapitalization, exchangesplit, recapitalization combination or other similar transactionexchange of shares, the Exchange Ratio shall be appropriately adjustedcorrespondingly adjusted to provide the holders of Company Common Stock and Company Options the same economic effect as contemplated by this Agreement prior to such event.

Appears in 1 contract

Samples: Merger Agreement (Snap Interactive, Inc)

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Adjustment of Exchange Ratio. In the event that, subsequent to and including the date of this Agreement but prior to the Effective TimeClosing Date, the outstanding shares of Parent Common Stock or Company Common EQ Stock, respectively, shall have been changed into a different number of shares or interests or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, consolidation, reclassification, split, combination, exchange, recapitalization or other similar transaction, the Exchange Ratio shall be appropriately adjusted.

Appears in 1 contract

Samples: Merger Agreement (Family Golf Centers Inc)

Adjustment of Exchange Ratio. In the event thatIf, subsequent to between the date of this Agreement but prior to and the Effective Time, the outstanding Parent Common Stock shall have been changed into a greater or lesser number of shares of Parent Common Stock or Company Common Stock, respectively, shall have been changed into a different number of shares or a different class as a result security by reason of a stock splitreclassification, reverse stock split, stock dividend, subdivision, reclassification, combination, exchange, stock dividend or other recapitalization or other similar transaction, the Exchange Ratio Share Consideration to be issued hereunder shall be appropriately correspondingly adjusted.

Appears in 1 contract

Samples: Merger Agreement (Imperial Holly Corp)

Adjustment of Exchange Ratio. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Parent Common Stock ADSs or Company Common Stock, respectively, shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, combination, exchange, recapitalization or other similar transactiontransaction (or a record date shall have been set for such purpose), the Exchange Ratio amounts payable hereunder shall be appropriately adjusted.

Appears in 1 contract

Samples: Merger Agreement (Liposome Co Inc)

Adjustment of Exchange Ratio. In the event thatIf, subsequent to between the date of this ---------------------------- Agreement but prior to and the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock, respectively, shall have been changed into a different number of shares or a different class as a result by reason of a stock any reclassification, split, reverse stock split-up, stock dividend, subdivisionstock combination (collectively, reclassification"Recapitalization"), combinationthen the Exchange Ratio, exchange, recapitalization or other similar transactionsubject to Section 5.1 below in the case of a Recapitalization of the Company, the Exchange Ratio Merger Consideration, shall be appropriately correspondingly adjusted.

Appears in 1 contract

Samples: Merger Agreement (Numerical Technologies Inc)

Adjustment of Exchange Ratio. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Parent Common Stock or Company ETG Common Stock, respectively, shall have been changed into a different number of shares or interests or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization or other similar transaction, the Exchange Ratio shall be appropriately adjusted.

Appears in 1 contract

Samples: Merger Agreement (Oao Technology Solutions Inc)

Adjustment of Exchange Ratio. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Parent Common Stock or Company PEL Common Stock, respectively, shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization or other similar transaction, the Exchange Ratio shall be appropriately adjusted.

Appears in 1 contract

Samples: Merger Agreement (Family Golf Centers Inc)

Adjustment of Exchange Ratio. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock, respectively, Stock shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock splitsplit (other than the Reverse Stock Split), stock dividend, subdivisioncombination, reclassification, combination, exchange, recapitalization or other similar transactiontransaction or event, the Exchange Ratio Ratio, the Merger Consideration and other items dependent thereon shall be appropriately adjustedadjusted to provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event.

Appears in 1 contract

Samples: Merger Agreement (TGC Industries Inc)

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