Adjustment to Stock Consideration. The applicable Merger Shares shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into the Merger Shares), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the date hereof and prior to the Effective Time.
Adjustment to Stock Consideration. Notwithstanding any other provision of this Agreement, in the event of a dividend (whether cash or otherwise), stock split, reverse stock split, extraordinary dividend, recapitalization, reclassification, reorganization, merger, consolidation, spin-off, combination, exchange of shares or rights offering to purchase shares of Buyer, or other similar corporate event or transaction that affects the Buyer Shares (a “Corporate Event”), then, without any further corporate action on the part of Buyer or Seller (A) in the event that the Corporate Event entitles the holders of Buyer Class A Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets (including cash) with respect to shares of Buyer Class A Stock, then upon delivery of the Buyer Shares to Seller pursuant to this Agreement, Buyer shall also deliver to Seller such stock, securities or assets (including cash) Seller would have been entitled to receive as a holder of Buyer Class A Stock if the Buyer Shares had been issued to Seller as of the Second Closing Date and (B) in the event that the Corporate Event entitles the holders of Buyer Class A Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets (including cash) in exchange for Buyer Class A Stock, then at the time delivery of the Buyer Shares to Seller pursuant to this Agreement would otherwise occur, Buyer (or any successor entity resulting from such Corporate Event) shall deliver to Seller, in lieu of the Buyer Shares to be delivered to Seller pursuant to this Agreement, such stock, securities or assets (including cash) Seller would have been entitled to receive as a holder of Buyer Class A Stock if the Buyer Shares had been issued to Seller as of the Second Closing Date.
Adjustment to Stock Consideration. In the event that, after the date on which the Parent Common Share Value is determined and prior to the Effective Time, the Parent Common Shares or Company Common Stock, as the case may be, issued and outstanding shall, through a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the capitalization of Parent or the Company, as the case may be, increase or decrease in number or be changed into or exchanged for a different kind or number of securities, then an appropriate and proportionate adjustment shall be made to the Stock Consideration, if any.
Adjustment to Stock Consideration. If the value of the Stock Consideration as of the Effective Time, based on the Closing Value, exceeds $44.8 million, the number of shares of Buyer Stock constituting the Stock Consideration shall be reduced to that number of shares of Buyer Stock having a value as of the Effective Time, based on the Closing Value, equal to $44.8 million. In addition, without limiting the provisions of Section 2(d)(vi) and (viii), if, between the date hereof and the Effective Time, the outstanding shares of Buyer Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or if any extraordinary dividend or distribution is made with respect to the Buyer Stock, then the Stock Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, extraordinary dividend, distribution or other similar event.
Adjustment to Stock Consideration. A portion of the Stock Consideration equal to Forty Five Thousand Five Hundred Two (45,502) shares of Parent Company Stock shall be withheld and issued by the Parent directly to Jxxx Xxxxx at the Effective Time in satisfaction of Company’s obligations under the Bxxxx Settlement Agreement.
Adjustment to Stock Consideration. The applicable Merger Shares shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into the Merger Shares), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the date hereof and prior to the Effective Time; provided, however, that it is acknowledged and agreed that the Reverse Split shall have been deemed to occur prior the consummation of this transaction and as such shall not adjust the number of Merger Shares provided herein.
Adjustment to Stock Consideration. If, from and after the date hereof and prior to the Closing (or, with respect to the Indemnity Escrow Shares, such time after the Closing that the shares are released from the Indemnity Escrow Account), any reorganization, reclassification, recapitalization, stock split, split up, reverse stock split, combination or exchange of shares, or any similar event shall have occurred with respect to the Buyer Common Stock, the Stock Consideration and any related references to shares of Buyer Common Stock, and all calculations contemplated hereby that that are based on the number of shares of Buyer Common Stock (or prices therefor), including, notwithstanding anything to the contrary, any determination of the number of shares to be released from the Indemnity Escrow Account, shall be appropriately adjusted, if and to the extent necessary, to provide to the Seller the same economic effect as contemplated by this Agreement prior to such event.
Adjustment to Stock Consideration. In the event that, subsequent to --------------------------------- the date of this Agreement but prior to the Closing, the outstanding shares of capital stock of Buyer shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization or other similar transaction, the Stock Consideration shall be appropriately adjusted to reflect such change.
Adjustment to Stock Consideration. Promptly after final resolution of the Closing Balance Sheet and calculation of the Purchase Price Adjustment as provided in Section 2(b)(ii) above, Seller and Purchaser shall make appropriate adjustments in the Stock Consideration based on such final amounts. If the actual amount of the Purchase Price Adjustment was greater than the estimated amount thereof (i.e., resulting in a greater reduction in the consideration deliverable pursuant to Section 2(a) above), the Seller shall promptly transfer to Purchaser that number of shares of Lending Tree Common Stock with a value (calculated pursuant to subsection (a)(ii) above) equal to the amount by which the final Purchase Price Adjustment amount exceeds the estimated amount. If the actual amount of the Purchase Price Adjustment was less than the estimated amount thereof, the Purchaser shall promptly issue to Seller a stock certificate representing that number of shares of LendingTree Common Stock with a value (calculated in the manner contemplated by subsection (a)(ii) above) equal to the amount by which the final Purchase Price Adjustment amount exceeds the estimated amount.
Adjustment to Stock Consideration. Notwithstanding the foregoing, if the sum of (x) the Cash Consideration determined in accordance with paragraph (a) above (as adjusted pursuant to paragraph (c)) and (y) the product of (A) the Stock Consideration determined in accordance with paragraph (b) above, multiplied by (B) the Average Parent Stock Price, is less than $6.85 (the difference between $6.85 and such sum, the "Shortfall Amount"), then the Stock Consideration shall be increased by the number of validly issued, fully paid and nonassessable shares of Parent Common Stock determined by dividing (x) the Shortfall Amount, by (y) the Average Parent Stock Price. EXHIBIT C TO THE MERGER AGREEMENT Draft - May 14, 2002 Gerber Childrenswear, Inc. 1333 Broadway, Suite 700 New York, NY 10018 Re: Agrexxxxx xxx Xxxx xx Xxxxxx, xxxxx xx xx [ ], 2002, among Kellwood Company, Cradle, Inc. and Gerber Childrenswear, Inc. ------------------------------------------------------------- Ladies and Gentlemen: We have acted as special counsel for Gerber Childrenswear, Inc., a Delaware corporation (the "Company"), in connection with the acquisition of Gerber Childrenswear, Inc. (the "Company"), a Delaware corporation, by Kellwood Company ("Parent"), a Delaware corporation, to be accomplished by a tender offer for the shares of stock of the Company by Cradle, Inc. ("Purchaser"), a Delaware corporation and a direct wholly-owned subsidiary of Parent (the "Offer") and the merger of the Company with and into Purchaser (the "Merger" and, collectively with the Offer, the "Acquisition"). The Acquisition is to be consummated pursuant to the Agreement and Plan of Merger, dated as of May [ ], 2002 (the "Agreement"), among Parent, Purchaser and the Company. Pursuant to the Agreement, each shareholder of the Company has the right to receive from Purchaser, for each share of Company common stock surrendered in the Acquisition, (i) an amount in cash equal to $3.42 and (ii) a number of shares of Parent common stock determined by dividing $3.43 by a 18-day average of the closing prices of such shares (as determined pursuant to the Agreement). This consideration is subject to adjustment as described in Annex II of the Agreement. This opinion is being delivered in accordance with Sections 3.10 and 5.21 of the Agreement. Capitalized terms used herein and not otherwise defined herein have the respective meanings ascribed to those terms in the Agreement. In providing the opinions expressed below, we have examined and relied upon (i) the A...
