Common use of Adjustment to Exchange Ratio Clause in Contracts

Adjustment to Exchange Ratio. The Exchange Ratio shall be appropriately adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into LSI Common Stock or Agere Common Stock), reorganization, recapitalization, reclassification or other like change with respect to LSI Common Stock or Agere Common Stock having a record date on or after the date hereof and prior to the Effective Time.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lsi Logic Corp), Agreement and Plan of Merger (Agere Systems Inc)

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Adjustment to Exchange Ratio. The Exchange Ratio shall be appropriately adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into LSI Parent Common Stock or Agere Common Company Capital Stock), reorganization, recapitalization, reclassification or other like change with respect to LSI Parent Common Stock or Agere Common Company Capital Stock having a record date on or after the date hereof and prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (On2 Technologies, Inc.)

Adjustment to Exchange Ratio. The Exchange Ratio shall be appropriately equitably adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into LSI Common Stock or Agere Common Stock)combination, stock dividend, reorganization, recapitalizationreclassification, reclassification recapitalization or other like change with respect to LSI Parent Common Stock or Agere Common Company Stock having a record date on or after the date hereof and prior to the Effective TimeDate.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Essential Therapeutics Inc)

Adjustment to Exchange Ratio. The Exchange Ratio shall be appropriately ---------------------------- equitably adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into LSI Common Stock or Agere Common Stock)combination, stock dividend, reorganization, recapitalizationreclassification, reclassification recapitalization or other like change with respect to LSI Parent Common Stock or Agere Common Company Stock having a record date on or after the date hereof and prior to the Effective TimeDate.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Microcide Pharmaceuticals Inc)

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Adjustment to Exchange Ratio. The Exchange Ratio shall be appropriately adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into LSI ADGS Common Stock Shares or Agere QOEG Common StockShares, other than stock dividends paid in lieu of ordinary course dividends), consolidation, reorganization, recapitalization, reclassification recapitalization or other like change with respect to LSI ADGS Common Stock Shares or Agere QOEG Common Stock having a record date on or Shares occurring after the date hereof of the Merger Agreement and prior to the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Quality Online Education Group Inc.)

Adjustment to Exchange Ratio. The Exchange Ratio (including any appropriate adjustments to the Initial Stock Price, Closing Stock Price or Stock Merger Consideration) shall be appropriately adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into LSI JDA Common Stock or Agere E3 Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to LSI JDA Common Stock or Agere E3 Common Stock having a record date on or occurring after the date hereof and prior to the Effective Time, as applicable.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Jda Software Group Inc)

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