Adjustment to Merger Consideration. If, during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of Company Capital Stock shall occur as a result of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend, or any record date for any such purpose shall be established, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted.
Appears in 6 contracts
Samples: Merger Agreement (Neophotonics Corp), Merger Agreement (Lumentum Holdings Inc.), Merger Agreement (Microchip Technology Inc)
Adjustment to Merger Consideration. IfWithout limiting the other provisions of this Agreement and other than as contemplated by this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the number of outstanding shares of Company Capital Common Stock shall occur as a result of any a reclassification, recapitalization, stock split (including a reverse stock split) ), division or subdivision of shares or other similar transaction, or combination, exchange or readjustment of shares, or any stock dividend, dividend or any stock distribution with a record date for any during such purpose period, the Offer Price and Merger Consideration shall be established, the Merger Consideration and any other amounts payable pursuant equitably adjusted to this Agreement shall be appropriately adjustedreflect such change.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (On Semiconductor Corp), Agreement and Plan of Merger (Fairchild Semiconductor International Inc)
Adjustment to Merger Consideration. If, during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of Company Capital Stock or Parent Common Stock shall occur as a result of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividenddividend or any similar event, or any record date for any such purpose shall be established, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted.
Appears in 2 contracts
Samples: Merger Agreement (Lumentum Holdings Inc.), Merger Agreement (Oclaro, Inc.)
Adjustment to Merger Consideration. If, during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of Company Capital Stock shall occur occurs as a result of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend, or any record date for any such purpose shall be is established, the Merger Consideration and any other amounts payable pursuant to this Agreement shall will be appropriately adjusted.
Appears in 2 contracts
Adjustment to Merger Consideration. If, If at any time during the period between the date of this Agreement and the Effective TimeTime there shall be any stock split, reverse stock split, stock dividend (including any change in the outstanding shares dividend or distribution of securities convertible into Company Capital Common Stock shall occur as a result of any reclassificationor Company Series B Convertible Preferred Stock), cash dividend, reorganization, recapitalization, stock split (including reverse stock split) or reclassification, combination, exchange of shares or readjustment of shares, other like change with respect to Company Common Stock or any stock dividend, or any record date for any such purpose shall be establishedCompany Series B Convertible Preferred Stock, the applicable Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjustedadjusted by the Parties to reflect the effect thereof.
Appears in 1 contract
Samples: Merger Agreement (Emagin Corp)
Adjustment to Merger Consideration. If, during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company Capital Stock shall occur (other than an increase in the number of shares outstanding as a result of the exercise of any Company Options in accordance with its terms), including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend, or any record date for any such purpose shall be established, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted.
Appears in 1 contract