Adjustment of Exchange Ratio. In the event that Parent changes or establishes a record date for changing the number of Parent Common Stock issued and outstanding as a result of a stock split, stock dividend, recapitalization, subdivision, reclassification, combination or similar transaction with respect to the outstanding Parent Common Stock and the record date therefor shall be prior to the Effective Time, the Exchange Ratio applicable to the Merger and any other calculations based on or relating to Parent Common Stock shall be appropriately, equitably and proportionately adjusted in light of such stock split, stock dividend, recapitalization, subdivision, reclassification, combination or similar transaction.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (WPS Resources Corp), Merger Agreement (Peoples Energy Corp)
Adjustment of Exchange Ratio. In the event that Parent changes or establishes a record date for changing the number of Parent Common Stock Shares issued and outstanding as a result of a stock split, stock dividend, recapitalization, subdivision, reclassification, combination or similar transaction with respect to the outstanding Parent Common Stock Shares and the record date therefor shall be prior to the Effective Time, the Exchange Ratio applicable to the Merger and any other calculations based on or relating to Parent Common Stock Shares shall be appropriately, equitably and proportionately appropriately adjusted in light of to reflect such stock split, stock dividend, recapitalization, subdivision, reclassification, combination or similar transaction.
Appears in 3 contracts
Samples: Merger Agreement (Williams Companies Inc), Merger Agreement (Williams Companies Inc), Merger Agreement (First Data Corp)
Adjustment of Exchange Ratio. In the event that Parent changes (or establishes a record date for changing changing) the number of shares of Parent Common Stock issued and outstanding prior to the Effective Time as a result of a stock split, stock dividend, recapitalization, subdivision, reclassification, combination combination, exchange of shares or similar transaction with respect to the outstanding Parent Common Stock and the record date therefor shall be prior to the Effective Time, the Exchange Ratio applicable to and the Merger Parent stock prices for determining any adjustments thereto and any other calculations based on or relating to Parent Common Stock thereof shall be appropriately, equitably and proportionately adjusted in light of to reflect such stock split, stock dividend, recapitalization, subdivision, reclassification, combination or combination, exchange of shares of similar transaction.
Appears in 2 contracts
Samples: Merger Agreement (Sterling Software Inc), Merger Agreement (Computer Associates International Inc)
Adjustment of Exchange Ratio. In the event that Parent changes or establishes a record date for changing the number of Parent Common Stock Shares issued and outstanding as a result of a stock split, stock dividend, recapitalization, subdivision, reclassification, combination or similar transaction with respect to the outstanding Parent Common Stock Shares and the record date therefor shall be prior to the Effective Time, the Exchange Ratio applicable to the Merger and any other calculations based on or relating to Parent Common Stock Shares shall be appropriately, equitably and proportionately adjusted in light of such stock split, stock dividend, recapitalization, subdivision, reclassification, combination or similar transaction.
Appears in 2 contracts
Samples: Merger Agreement (Exelon Corp), Merger Agreement (Public Service Enterprise Group Inc)
Adjustment of Exchange Ratio. In the event that Parent changes or establishes a record date for changing the number of Parent Common Stock Shares issued and outstanding as a result of a stock split, stock dividend, recapitalization, merger, subdivision, reclassification, combination or similar transaction with respect to the outstanding Parent Common Stock Shares and the record date therefor shall be prior to the Effective TimeTimes, the Exchange Ratio applicable to the Merger Mergers and any other calculations based on or relating to Parent Common Stock Shares shall be appropriately, equitably and proportionately appropriately adjusted in light of to reflect such stock split, stock dividend, recapitalization, merger, subdivision, reclassification, combination or similar transaction.
Appears in 2 contracts
Samples: Merger Agreement (Health Care Reit Inc /De/), Merger Agreement (Windrose Medical Properties Trust)
Adjustment of Exchange Ratio. In the event that Parent ---------------------------- changes or establishes a record date for changing the number of Parent Common Stock Shares issued and outstanding as a result of a stock split, stock dividend, recapitalization, subdivision, reclassification, combination or similar transaction with respect to the outstanding Parent Common Stock Shares and the record date therefor shall be prior to the Effective Time, the Exchange Ratio applicable to the Merger and any other calculations based on or relating to Parent Common Stock Shares shall be appropriately, equitably and proportionately appropriately adjusted in light of to reflect such stock split, stock dividend, recapitalization, subdivision, reclassification, combination or similar transaction.
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