Adjustment of Merger Consideration and Option Consideration. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Company Common Stock shall have been changed into a different number of shares of 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 Merger Consideration and the Option Consideration shall be appropriately adjusted. The Merger Consideration and the Option Consideration have been calculated based upon the representations and warranties made by the Company in Section 3.03. The provisions of this Section 2.05 shall not, in any event, derogate from the representation and warranty set forth in Section 3.03.
Adjustment of Merger Consideration and Option Consideration. The Merger Consideration payable pursuant to Section 2.1(c) and the Option Consideration payable pursuant to Section 2.1(e) have been calculated based upon the representations and warranties made by the Company in Section 4.5. Without limiting the effect of the failure of the representations and warranties made by the Company in Section 4.5 to be true and correct, in the event that, at the Effective Time, the actual number of shares of capital stock of the Company outstanding and/or the actual number of shares of capital stock of the Company issuable upon the exercise of outstanding Options, warrants or similar agreements or upon conversion of securities (including without limitation, as a result of any stock split, stock dividend, including any dividend or distribution of securities convertible into Shares, or recapitalization) is greater than as described in Section 4.5 (including the exercise or conversion of any currently outstanding Options, warrants or similar agreements described in Section 4.5), the Merger Consideration and the Option Consideration shall be appropriately adjusted downward.
Adjustment of Merger Consideration and Option Consideration. The Merger Consideration payable pursuant to Section 1.5(a) and the Option Consideration payable pursuant to Section 1.7 have been calculated based upon the representations and warranties made by the Company in Section 2.2. In the event that, at the Effective Time, the actual number of Shares outstanding and/or the actual number of Shares issuable upon the exercise of outstanding options, warrants or similar agreements or upon conversion of securities (including without limitation, as a result of any stock split, stock dividend, including any dividend or distribution of securities convertible into Shares, or
Adjustment of Merger Consideration and Option Consideration. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Xxxxx Common Stock shall have been changed into a different number of shares of Xxxxx Common Stock or shares of 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 Merger Consideration and the Option Consideration shall be appropriately adjusted. The Merger Consideration and the Option Consideration have been calculated based upon the representations and warranties made by Xxxxx in Section 3.06 hereof. The provisions of this Section 2.05 shall not, in any event, derogate from the representation and warranty made by Xxxxx in Section 3.06.
Adjustment of Merger Consideration and Option Consideration. Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Shares shall have been changed into a different number of shares or a different class by reason of any stock split, reverse stock split, stock dividend, reclassification, redenomination, recapitalization, split-up, combination, exchange of shares or other similar transaction, the Per Share Merger Consideration, Option Consideration and any other dependent items shall be appropriately adjusted to provide to the holders of Company Capital Stock and Options the same economic effect as contemplated by this Agreement prior to such action and as so adjusted shall, from and after the date of such event, be the Per Share Merger Consideration, Option Consideration or other dependent item, subject to further adjustment in accordance with this sentence. Notwithstanding the terms of this Section 2.3, the Company shall at all times from and after the date of this Agreement to the earlier of the Effective Time and termination of this Agreement comply with the provisions of Section 5.1 hereof.
Adjustment of Merger Consideration and Option Consideration. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Rymex Xxxmon Stock shall have been changed into a different number of shares of Rymex Xxxmon Stock or shares of 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 Merger Consideration and the Option Consideration shall be appropriately adjusted. The Merger Consideration and the Option Consideration have been calculated based upon the representations and warranties made by Rymex xx Section 3.06 hereof. The provisions of this Section 2.05 shall not, in any event, derogate from the representation and warranty made by Rymex xx Section 3.06.
