Common use of Adjustment of Merger Consideration Clause in Contracts

Adjustment of Merger Consideration. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the Shares shall have been changed into a different number of shares 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 to take into account the effects of any such event.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Nevada Chemicals Inc), Agreement and Plan of Merger (OCM Principal Opportunities Fund IV, LP)

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Adjustment of Merger Consideration. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding Shares shall have been changed into a different number of shares 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 to take into account the effects of any such eventadjusted.

Appears in 2 contracts

Samples: Agreement and Plan (Merck & Co Inc), Agreement and Plan of Merger (Merck & Co Inc)

Adjustment of Merger Consideration. In the event that, subsequent to (i) If between the date of this Agreement but prior to and the Effective Time, the Shares shall have been changed into there is a different number of shares or shares of a different class as a result of a reclassification, recapitalization, stock split, reverse stock split-up, stock dividend, subdivisioncombination or exchange of shares with respect to, reclassificationor rights issued in respect of, split, combination, exchange, recapitalization or other similar transactionCompany Shares, the Merger Consideration and will be adjusted accordingly, without duplication, to reflect such reclassification, recapitalization, stock split, split-up, stock dividend, combination or exchange of shares in order to provide to the Option Consideration shall be appropriately adjusted holders of Company Shares the same economic effect as contemplated by this Agreement prior to take into account the effects of any such event.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Medgrup Corp)

Adjustment of Merger Consideration. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the Shares shall have been changed into a different number of shares or shares of Company Common Stock issued and outstanding shall, through a different class as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization split or other similar transactionchange in the capitalization of the Company, increase or decrease in number or be changed into or exchanged for a different kind or number of securities, then an appropriate and proportionate adjustment shall be made to the Merger Consideration and the Option Consideration shall be appropriately adjusted to take into account the effects of any such eventConsideration.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Price Legacy Corp)

Adjustment of Merger Consideration. In the event that(a) If, subsequent to the date of this Agreement but prior to the Effective Time, the Shares shall have been outstanding shares of Company Common Stock or Parent Common Stock are changed into a different number of shares 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 Exchange Ratio and the Option Merger Consideration shall be appropriately adjusted to take into account the effects of any such eventand equitably adjusted.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cendant Corp)

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Adjustment of Merger Consideration. In the event that, ---------------------------------- subsequent to the date of this Agreement but prior to the Effective Time, the Shares outstanding shares of Common Stock or Parent Stock shall have been changed into a different number of shares 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 Exchange Ratio and the Option Cash Consideration shall be appropriately adjusted to take into account the effects of any such eventadjusted.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Engineered Support Systems Inc)

Adjustment of Merger Consideration. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the Shares outstanding shares of Company Common Stock shall have been changed into a different number of shares 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 in order to take into account the effects of any such eventchange.

Appears in 1 contract

Samples: Contribution Agreement (Johnson Outdoors Inc)

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