Adjustment of the Merger Consideration. Between the date of this Agreement and the Merger Effective Time, if the issued and outstanding shares of CMR Common Stock, partnership units of CMR OP, securities convertible or exchangeable into or exercisable for shares of CMR Common Stock or partnership units of CMR OP, shares of CCI Common Stock or partnership units of CCOP or securities convertible or exchangeable into or exercisable for shares of CCI Common Stock or partnership units of CCOP shall have been changed into a different number of shares or other securities or a different class by reason of any stock split (whether forward or reverse), combination, reclassification, reorganization, recapitalization, merger or exchange or other similar transaction, or a stock dividend (including any distribution in securities convertible or exchangeable into or exercisable for shares of capital stock of CMR or CCI or partnership units of CMR OP or partnership units of CCOP) having a record date within such period shall have been declared, then (without limiting any other rights of the Parties hereunder) the Exchange Ratio shall be ratably adjusted to reflect fully the effect of any such change, and thereafter all references to the Exchange Ratio shall be deemed to be the Exchange Ratio as so adjusted.
Appears in 4 contracts
Samples: Merger Agreement (Cottonwood Multifamily Reit Ii, Inc.), Merger Agreement (Cottonwood Communities, Inc.), Merger Agreement (Cottonwood Multifamily Reit I, Inc.)
Adjustment of the Merger Consideration. Between the date of this Agreement and the Company Merger Effective Time, if the issued and outstanding shares of CMR CMOF Common Stock, partnership units of CMR OPCMOF OP Partnership Units, securities convertible or exchangeable into or exercisable for shares of CMR CMOF Common Stock or partnership units of CMR OPCMOF OP Partnership Units, shares of CCI Class A Common Stock or partnership units of CCOP CROP Common Units or securities convertible or exchangeable into or exercisable for shares of CCI Class A Common Stock or partnership units of CCOP CROP Common Units shall have been changed into a different number of shares or other securities or a different class by reason of any stock split (whether forward or reverse), combination, reclassification, reorganization, recapitalization, merger or exchange or other similar transaction, or a stock dividend (including any distribution in securities convertible or exchangeable into or exercisable for shares of capital stock of CMR CMOF Common Stock, CMOF OP Partnership Units, CCI Class A Common Stock or CCI or partnership units of CMR OP or partnership units of CCOPCROP Common Units) having a record date within such period shall have been declared, then (without limiting any other rights of the Parties hereunder) the Exchange Ratio shall be ratably adjusted to reflect fully the effect of any such change, and thereafter all references to the Exchange Ratio shall be deemed to be the Exchange Ratio as so adjusted.
Appears in 3 contracts
Samples: Merger Agreement (Cottonwood Communities, Inc.), Merger Agreement (Cottonwood Multifamily Opportunity Fund, Inc.), Merger Agreement (Cottonwood Communities, Inc.)
