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

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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 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: Voting Agreement (TGC Industries Inc), Voting Agreement (Dawson Geophysical Co)

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 2 contracts

Samples: Agreement and Plan of Merger (Baker Hughes Inc), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (North American Scientific Inc), Agreement and Plan of Merger (Friede John A)

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: Agreement and Plan of Merger (Cephalon Inc), Agreement and Plan of Merger (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, 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 2 contracts

Samples: Agreement and Plan of Reorganization (Engineering Measurements Co), Agreement and Plan of Reorganization (Advanced Energy Industries 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 (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: Agreement and Plan of Reorganization (Talk City Inc), Agreement and Plan of Reorganization (Ticketmaster Online Citysearch Inc)

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: Agreement and Plan of Reorganization (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 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: Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Snap Interactive, 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: Agreement and Plan of Reorganization (Numerical Technologies 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: Agreement and Plan of Merger (Imperial Holly Corp)

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)

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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 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: Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (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 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: Agreement and Plan of Reorganization (Rf Power Products 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 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: Agreement and Plan of Merger (Liposome Co 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: Agreement and Plan of Merger (TGC 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 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: Agreement and Plan of Merger (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 Alier 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: Agreement and Plan of Reorganization (Active Software Inc)

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