Common use of Adjustment to Merger Consideration Clause in Contracts

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: Agreement and Plan of Merger (Neophotonics Corp), Agreement and Plan of Merger (Lumentum Holdings Inc.), Agreement and Plan of Merger (Microchip Technology Inc)

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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

Samples: Agreement and Plan of Merger (Linkedin Corp), Agreement and Plan of Merger

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: Agreement and Plan of Merger (Lumentum Holdings Inc.), Agreement and Plan of Merger (Oclaro, 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 (Fairchild Semiconductor International Inc), Agreement and Plan of Merger (On Semiconductor Corp)

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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

Samples: Agreement and Plan of Merger (Pervasive Software Inc)

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