Adjustment of Share Numbers. If there is a subdivision, split, stock dividend, combination, reclassification or similar event with respect to any of the shares of Company’s Ordinary Shares referred to in this Agreement, then, in any such event, the numbers and types of shares of such Ordinary Shares, as applicable, referred to in this Agreement shall be adjusted to the number and types of shares of such stock that a holder of such number of shares of such stock would own or be entitled to receive as a result of such event of such holder had held such number of shares immediately prior to the record date for, or effectiveness of, such event.
Adjustment of Share Numbers. If there is a subdivision, split, stock dividend, combination, reclassification or similar event with respect to any of the Ordinary Shares referred to in this Agreement, or any change to the number and type of Ordinary Shares underlying each ADS, then, in any such event, the numbers and types of shares of such Ordinary Shares, as applicable, referred to in this Agreement shall be adjusted to the number and types of shares of such security that a holder of such number of Ordinary Shares would own or be entitled to receive as a result of such event if such holder had held such number of Ordinary Shares immediately prior to the record date for, or effectiveness of, such event.
Adjustment of Share Numbers. If there is a subdivision, split, stock dividend, combination, reclassification or similar event with respect to any Equity Securities of the Company (including any adjustment to the number of Class A Ordinary Shares represented by each ADS), then, in any such event, references to the numbers, types and unit prices of Equity Securities of the Company in this Agreement shall be equitably adjusted as appropriate.
Adjustment of Share Numbers. 45 SCHEDULE I Exchange of USANi Shares for USAi Shares and USAi Share Exchange I SCHEDULE II USAi Share Exchange II SCHEDULE III Mergers SCHEDULE 2.02(d) Allocation SCHEDULE 4.06(b) Taxes SCHEDULE 12.02 Addresses and Facsimile Numbers for Notices EXHIBIT A Certificates of Incorporation of Surviving Corporations EXHIBIT B Deposit Agreement EXHIBIT C Capitalization of Liberty Holding Entities AGREEMENT AND PLAN OF MERGER AND EXCHANGE (this "Agreement") dated as of December 16, 2001, by and among VIVENDI UNIVERSAL, S.A., a societe anonyme organized under the laws of France ("Vivendi"), UNIVERSAL STUDIOS, INC., a Delaware corporation ("Universal"), LIGHT FRANCE ACQUISITION 1, S.A.S., a societe par actions simplifee organized under the laws of France and a direct, wholly-owned subsidiary of Vivendi ("Universal France"), each of the Merger Subsidiaries (as defined herein), LIBERTY MEDIA CORPORATION, a Delaware corporation ("Liberty"), LMC USA VI, INC., a Delaware corporation, LMC USA VII, INC., a Delaware corporation, LMC USA VIII, INC., a Delaware corporation, LMC USA X, INC., a Delaware corporation, LIBERTY HSN LLC HOLDINGS, INC., a Delaware corporation, LIBERTY PROGRAMMING COMPANY LLC, a limited liability company formed under the laws of the state of Delaware ("LPC"), LIBERTY PROGRAMMING FRANCE, INC., a Delaware corporation ("LPF"), and each of the Liberty Holding Entities (as defined herein).
Adjustment of Share Numbers. 28 SECTION 6.14 Governing Law; Consent to Jurisdiction.......................28 SECTION 6.15 Interpretation...............................................29 AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of December 16, 2001, among Universal Studios, Inc., a Delaware corporation ("UNIVERSAL"), for itself and on behalf of the members of the Vivendi Stockholders Group, Liberty Media Corporation, a Delaware corporation ("LIBERTY"), for itself and on behalf of the members of the Liberty Stockholders Group, Mr. Barry Diller ("DILLER"), for himself and on behalf of the members of xxx Xxxxxx Stoxxxxxxers Group, and Vivendi Universal, S.A., a SOCIETE ANXXXXX organized under the laws of France ("VIVENDI").
Adjustment of Share Numbers. 20 SECTION 6.12. Entire Agreement............................................20 SECTION 6.13. Interpretation..............................................21 SECTION 6.14. Headings....................................................21 AMENDED AND RESTATED GOVERNANCE AGREEMENT Amended and Restated Governance Agreement, dated as of December 16, 2001, among USA Networks, Inc., a Delaware corporation ("USAi," or the "COMPANY"), Vivendi Universal, S.A., a SOCIETE ANONYME organized under the laws of France ("VU"), Universal Studios, Inc., for itself and on behalf of the members of its Stockholders Group ("UNIVERSAL"), Liberty Media Corporation, for itself and on behalf of the members of its Stockholders Group ("LIBERTY") and Mr. Barry Diller ("MR. DILLER") for himself and on behalf of the members xx xxx Xxxxkhoxxxxx Xxxxp and. Capitalized terms used herein without definition have the meanings ascribed to such terms in the Transaction Agreement (as hereinafter defined).
Adjustment of Share Numbers. If, after the date of this Agreement, there is a subdivision, split, stock dividend, combination, reclassification or similar event with respect to any of the shares of capital stock referred to in this Agreement, then, in any such event, the numbers and types of shares of such capital stock referred to in this Agreement shall be adjusted to the number and types of shares of such capital stock that a holder of such number of shares of such capital stock would own or be entitled to receive as a result of such event if such holder had held such number of shares immediately prior to the record date for, or effectiveness of, such event.
Adjustment of Share Numbers. If there is a subdivision, split, share dividend, combination, reclassification or similar event with respect to any of the Ordinary Shares, then the numbers and types of shares of such Ordinary Shares referred to in this Agreement shall be adjusted to the number and types of shares that a holder of such number of shares would own or be entitled to receive as a result of such event if such holder had held such number of shares immediately prior to the record date for, or effectiveness of, such event.
Adjustment of Share Numbers. All numbers set forth herein which refer to per share stock prices or amounts of stock will be appropriately adjusted to reflect stock splits, stock dividends, combinations of stock and other recapitalizations affecting the subject class of equity.
Adjustment of Share Numbers. 20 10.6 Notices............................................. 20 10.7 Amendment or Withdrawal of Plan..................... 20 10.8
