Adjustment of the Exchange Ratios. In the event that, prior to the Effective Time, any stock split, combination, reclassification or stock dividend with respect to the Lucent Common Stock, any change or conversion of Lucent Common Stock into other securities or any other dividend or distribution with respect to the Lucent Common Stock (other than regular quarterly dividends) should occur or, if a record date with respect to any of the foregoing should occur, appropriate and proportionate adjustments shall be made to each Exchange Ratio, and thereafter all references to an Exchange Ratio shall be deemed to be to such Exchange Ratio as so adjusted.
Adjustment of the Exchange Ratios. The following shall cause Acquired Corp Common Stock Exchange Ratio to be adjusted and the Parties shall make appropriate and proportionate adjustments to Acquired Corp Common Stock Exchange Ratio and thereafter all references to Acquired Corp Common Stock Exchange Ratio shall be deemed to be Acquired Corp Common Stock Exchange Ratio as so adjusted. If, subsequent to the date of this Agreement, prior to the Effective Time, any stock split, combination, reclassification or stock dividend occurs with respect to the Parent Common Stock, any change or conversion of Parent Common Stock into other securities, or any other dividend or distribution with respect to the Parent Common Stock occurs or, if a record date with respect to any of the foregoing occurs.
Adjustment of the Exchange Ratios. In the event that, prior to the Effective Time, any stock split, combination, reclassification or stock dividend with respect to the Bionik Common Stock or Company Common Stock, any change or conversion of Bionik Common Stock or Company Common Stock into other securities or any other dividend or distribution with respect to the Bionik Common Stock or Company Common Stock should occur or, if a record date with respect to any of the foregoing should occur, appropriate and proportionate adjustments shall be made to the Exchange Ratios, and thereafter all references to the Exchange Ratios shall be deemed to be to such Exchange Ratios as so adjusted.
Adjustment of the Exchange Ratios. If, subsequent to the date of this Agreement, prior to the Effective Time, any stock split, combination, reclassification or stock dividend with respect to the Parent Class A Preferred Stock or Parent Common Stock (collectively, "PARENT CAPITAL STOCK"), any change or conversion of Parent Capital Stock into other securities, or any other dividend or distribution with respect to the Parent Capital Stock occurs or, if a record date with respect to any of the foregoing occurs, the Parties shall make appropriate and proportionate adjustments to the Diomed Common Stock Exchange Ratio and the Diomed Series A Preferred Stock Exchange Ratio and thereafter all references to the Diomed Common Stock Exchange Ratio and the Diomed Series A Preferred Stock Exchange Ratio, as the case may be, shall be deemed to be the Diomed Common Stock Exchange Ratio and the Diomed Series A Preferred Stock Exchange Ratio, as so adjusted.
Adjustment of the Exchange Ratios. In the event that, prior to the Effective Time, any stock split, combination, reclassification or stock dividend with respect to the RMLX Common Stock, any change or conversion of RMLX Common Stock into other securities or any other dividend or distribution with respect to the RMLX Common Stock should occur or, if a record date with respect to any of the foregoing should occur, appropriate and proportionate adjustments shall be made to the Merger Conversion Number, and thereafter all references to the Merger Conversion Number shall be deemed to be to such Merger Conversion Number as so adjusted.
Adjustment of the Exchange Ratios. The following shall cause the Acquired Corp Common Stock Exchange Ratio to be adjusted and the Parties shall make appropriate and proportionate adjustments to the Acquired Corp Common Stock Exchange Ratio and thereafter all references to the Acquired Corp Common Stock Exchange Ratio shall be deemed to be the Acquired Corp Common Stock Exchange Ratio as so adjusted:
(a) If, subsequent to the date of this Agreement, prior to the Effective Time, any stock split, combination, reclassification or stock dividend occurs with respect to the Parent Common Stock, any change or conversion of Parent Common Stock into other securities, or any other dividend or distribution with respect to the Parent Common Stock occurs or, if a record date with respect to any of the foregoing occurs; or
(b) Acquired Corp shall have the right, subject to applicable securities regulations, to offer any of the Acquired Entities or their shareholders (collectively, "Acquired Entity Shareholders" or individually, "Acquired Entity Shareholder") shares of Parent Common Stock as consideration for the acquisition of such Acquired Entity. If, subsequent to the date of this Agreement, Acquired Corp offers an Acquired Entity shares of Parent Common Stock as consideration for the acquisition of such Acquired Entity, the Parent Common Stock issuable to Acquired Corp Stockholders shall be reduced, pro rata, by the number of shares issued to such Acquired Entities and/or Acquired Entity Shareholders; or
(c) If, subsequent to this Agreement, Parent or Acquiring Corp determine that the net annual earnings of the Acquired Entities, for the calendar year ended December 31, 2001, do not equal or exceed $2,000,000, then the Parent Common Stock issuable to Acquired Corp Stockholders and Acquired Entity Shareholders shall be reduced, pro rata, by the number of shares equal to the total shortfall. For example, if the total net earnings are $1,800,000 then the total number of shares to the Acquired Entity Shareholders will be reduced by 10%. For purposes of this Section 1.6(c) net earnings shall be determined according to generally accepted accounting principles in the United States ("US GAAP") as verified by financial statements, which have been audited by an independent accounting firm.
Adjustment of the Exchange Ratios. In the event that, prior to the Effective Time, any stock split, combination, reclassification or stock dividend with respect to the Select Common Stock and/or Select Series H Preferred Stock, any change or conversion of Select Common Stock and/or Select Series H Preferred Stock into other securities or any other dividend or distribution with respect to the Select Common Stock and/or Select Series H Preferred Stock should occur or, if a record date with respect to any of the foregoing should occur, appropriate and proportionate adjustments shall be made to the Common Exchange Ratio, Preferred Exchange Ratio and Series C Exchange Ratio, as the case may be, and thereafter all references to the affected Exchange Ratio(s) shall be deemed to be as so adjusted.
Adjustment of the Exchange Ratios. In the event that, prior to the Effective Time, any stock split, combination, reclassification or stock dividend with respect to the BindView Stock, any change or conversion of BindView Stock into other securities or any other dividend or distribution with respect to the BindView Stock (other than regular quarterly dividends) should occur or, if a record date with respect to any of the foregoing should occur, appropriate and proportionate adjustments shall be made to the Exchange Ratio, and thereafter all references to the Exchange Ratio shall be deemed to be to such Exchange Ratio as so adjusted.
Adjustment of the Exchange Ratios. In the event that, prior to the Closing, any stock split, combination, reclassification (whether by merger, reorganization or otherwise) or stock dividend with respect to the capital stock of either Purchaser or the Company, any change or conversion of capital stock of either Purchaser or the Company into other securities or any other stock dividend or stock distribution with respect to the capital stock of either Purchaser or the Company should occur or, if a record date with respect to any of the foregoing should occur, appropriate and proportionate adjustments shall be made to the exchange ratios set forth herein, and thereafter all references to the exchange ratios shall be deemed to be to such exchange ratios as so adjusted.
Adjustment of the Exchange Ratios. In the event that, prior to the Effective Time, any stock split, combination, reclassification or stock dividend with respect to Silverline ADSs, any change or conversion of Silverline ADSs into other securities or any other dividend or distribution with respect to Silverline ADSs (other than regular dividends) should
