Common use of Adjustment of Exchange Ratio Clause in Contracts

Adjustment of Exchange Ratio. In the event Parent changes (or establishes a record date for 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, 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 and the Parent stock prices for determining any adjustments thereto and calculations thereof shall be proportionately adjusted to reflect such stock split, stock dividend, recapitalization, subdivision, reclassification, combination, exchange of shares of similar transaction.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sterling Software Inc), Agreement and Plan of Merger (Computer Associates International Inc)

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Adjustment of Exchange Ratio. In the event Parent changes (or establishes a record date for changing) changing the number of shares of Parent Common Stock issued and outstanding during or after the determination of the Exchange Ratio pursuant to Section 3.02(c) and prior to the Effective Time as a result of a stock split, stock dividend, recapitalization, subdivision, reclassification, combination, exchange of shares 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 Ratio, and the any other calculation based on or relating to shares of Parent stock prices for determining any adjustments thereto and calculations thereof Common Stock shall be proportionately appropriately adjusted to reflect such stock split, stock dividend, recapitalization, subdivision, reclassification, combination, exchange of shares of combination or similar transaction.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Tyson Foods Inc), Agreement and Plan of Merger (Tyson Foods Inc)

Adjustment of Exchange Ratio. In the event Parent changes (or establishes a record date for changing) changing the number of shares of Parent Common Stock issued and outstanding during or after the determination of the Exchange Ratio pursuant to SECTION 3.02(c) and prior to the Effective Time as a result of a stock split, stock dividend, recapitalization, subdivision, reclassification, combination, exchange of shares 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 Ratio, and the any other calculation based on or relating to shares of Parent stock prices for determining any adjustments thereto and calculations thereof Common Stock shall be proportionately appropriately adjusted to reflect such stock split, stock dividend, recapitalization, subdivision, reclassification, combination, exchange of shares of combination or similar transaction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ibp Inc)

Adjustment of Exchange Ratio. In the event Parent changes (or establishes a record date for changing) changing the number of shares of Parent Common Stock issued and outstanding during or after the determination of the Exchange Ratio pursuant to Section 3.02(c) and prior to the Effective Time as a result of a stock split, stock dividend, recapitalization, subdivision, reclassification, combination, exchange of shares 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 Ratio, and the any other calculation based on or relating to shares of Parent stock prices for determining any adjustments thereto and calculations thereof Common Stock shall be proportionately appropriately adjusted to reflect such stock split, stock dividend, recapitalization, subdivision, reclassification, combination, exchange of shares of combination or similar transaction.. ARTICLE 4

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tyson Foods Inc)

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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 Shares issued and outstanding prior to the Effective Time as a result of a stock split, stock dividend, recapitalization, merger, subdivision, reclassification, combination, exchange of shares 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 Mergers and any other calculations based on or relating to Parent Shares, including the conversion ratio applicable to the New Parent stock prices for determining any adjustments thereto and calculations thereof Preferred Stock specified in the Certificate of Designation, shall be proportionately appropriately adjusted to reflect such stock split, stock dividend, recapitalization, merger, subdivision, reclassification, combination, exchange of shares of combination or similar transaction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Windrose Medical Properties Trust)

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 Shares issued and outstanding prior to the Effective Time as a result of a stock split, stock dividend, recapitalization, merger, subdivision, reclassification, combination, exchange of shares 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 Mergers and any other calculations based on or relating to Parent Shares, including the conversion ratio applicable to the New Parent stock prices for determining any adjustments thereto and calculations thereof Preferred Stock specified in the Certificate of Designation, shall be proportionately appropriately adjusted to reflect such stock split, stock dividend, recapitalization, merger, subdivision, reclassification, combination, exchange of shares of combination or similar transaction.. 4

Appears in 1 contract

Samples: Agreement and Plan of Merger (Windrose Medical Properties Trust)

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