Adjustment of Exchange Ratios. If, between the date of this Agreement and the Effective Time, the outstanding shares of Acquiror Common Stock or Company Capital Stock shall have been changed into a different number of shares or into a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Exchange Ratio, the Series B Exchange Ratio or the Series D Exchange Ratio, as applicable, shall be adjusted appropriately to provide the holders of Company Common Stock and Company Preferred Stock the same economic effect as contemplated by this Agreement prior to such event.
Adjustment of Exchange Ratios. If, between the date of this Agreement and the Effective Time (and in each case, as permitted by Section 5.2), the outstanding shares of Basic Common Stock or the outstanding shares of Grey Wolf Common Stock shall have been increased, decreased, changed into or exchanged for a different number of shares or different class, in each case, by reason of any reclassification, recapitalization, stock split, split-up, combination or exchange of shares or a stock dividend or dividend payable in other securities shall be declared with a record date within such period, or any similar event shall have occurred, the applicable Basic Merger Consideration or Grey Wolf Merger Consideration (and as a result, the Basic Adjustment Fraction and the Grey Wolf Adjustment Fraction) shall be appropriately adjusted to provide to the holders of Basic Common Stock or Grey Wolf Common Stock, as the case may be, the same economic effect as contemplated by this Agreement prior to such event.
Adjustment of Exchange Ratios. If, between the date of this Agreement and the Initial Effective Time (in the case of the Universal Common Stock) or the Effective Time (in the case of the Hanover Common Stock) (and in each case, and as permitted by Section 7.l), the outstanding shares of Universal Common Stock or the outstanding shares of Hanover Common Stock shall have been increased, decreased, changed into or exchanged for a different number of shares or different class, in each case, by reason of any reclassification, recapitalization, stock split, split-up, combination or exchange of shares or a stock dividend or dividend payable in other securities shall be declared with a record date within such period, or any similar event shall have occurred, the applicable Universal Exchange Ratio or Hanover Exchange Ratio shall be appropriately adjusted to provide to the holders of Universal Common Stock or Hanover Common Stock, as the case may be, the same economic effect as contemplated by this Agreement prior to such event.
Adjustment of Exchange Ratios. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, PZE changes the number of shares of PZE Common Stock, or DVN changes the number of shares of DVN Common Stock, issued and outstanding as a result of a stock split, reverse stock split, stock dividend, recapitalization or other similar transaction, the DVN Exchange Ratio or the PZE Exchange Ratio, as the case may be, and other items dependent thereon shall be appropriately adjusted.
Adjustment of Exchange Ratios. If, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock, Company Common Stock or Company Preferred Stock shall have been changed into a different number of shares or a different class by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, the number of shares of Parent Common Stock and amount of Cash Merger Consideration, if any, to be delivered pursuant to this Agreement (or, in the case of Company Options, reserved for issuance) shall be correspondingly adjusted, and the exercise price for the assumed Company Options shall be correspondingly adjusted. No adjustment shall be made in the respective Exchange Ratios or the number of shares of Parent Common Stock and amount of Cash Merger Consideration, if any, issued in the Merger as a result of any consideration (in any form whatsoever) received by Company from the date hereof to the Effective Time as a result of any exercise, conversion or exchange of Company Options or Company Preferred Stock.
Adjustment of Exchange Ratios. If a Xxxxxx Exchange Ratio Adjustment Event shall occur, the Xxxxxx Exchange Ratio shall be decreased on a pro rata basis by 0.25% for each $700,000 of Xxxxxx Net Debt in excess of the Xxxxxx Target Net Debt (provided that such decrease shall in no event exceed 0.73%), and the NAM Exchange Ratio shall be increased by the same percentage, such that the sum of the NAM Exchange Ratio and the Xxxxxx Exchange Ratio shall always equal one hundred percent (100%) as of the Effective Time.
Adjustment of Exchange Ratios. If 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 Share Exchange Ratio and the Option Exchange Ratio shall be appropriately 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.
Adjustment of Exchange Ratios. In the event the Buyer changes the number of shares of Buyer Common Stock issued and outstanding prior to the Effective Time pursuant to a stock split, stock dividend, recapitalization, subdivision, reclassification, combination, exchange of shares or similar transaction with respect to the outstanding Buyer Common Stock and the record date therefor shall be prior to the Effective Time, (i) the Common Stock Exchange Ratio (for purposes of this Article II and Section 6.7) and (ii) each of the Series A Exchange Ratio, the Series B Exchange Ratio, the Series C Exchange Ratio and the Series D Exchange Ratio (each for purposes of this Article II) shall be proportionately and equitably adjusted to reflect such stock split, stock dividend, recapitalization, subdivision, reclassification, combination, exchange of shares of similar transaction.
Adjustment of Exchange Ratios. If, between the date of this Agreement and the Effective Time (to the extent permitted by Section 8.1), the outstanding shares of QRC Common Stock, QELP Common Units, QMLP Common Units or QMGP Units shall have been increased, decreased, changed into or exchanged for a different number of shares or units or different class, in each case, by reason of any reclassification, recapitalization, stock or unit split, split-up, combination or exchange of shares or units or a stock or unit dividend or dividend payable in other securities shall be declared with a record date within such period, or any similar event shall have occurred, the applicable QRC Exchange Ratio, QELP Exchange Ratio or QMLP Ratio shall be appropriately adjusted to provide to Holdco and the holders of QRC Common Stock, QELP Common Units, QMLP Common Units or QMGP Units, as applicable, the same economic effect as contemplated by this Agreement prior to such event.
Adjustment of Exchange Ratios. If between the date of this ----------------------------- Agreement and the Effective Time of the Merger, the out standing shares of IMSL Class A Common or PVI Common shall have been changed into a different number of shares or a different class by reason of any classification, recapitalization, split-up, combination, exchange of shares or readjustment, the consideration to be issued in the Merger (as set forth in this Section 2.3) shall be correspondingly adjusted.
