Common use of Adjustment to the Merger Consideration Clause in Contracts

Adjustment to the Merger Consideration. The Merger Consideration shall be equitably adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock but excluding, for the avoidance of doubt, the granting or other issuance of Company Options, Company RSUs or Company PSUs in the ordinary course of business), reorganization, reclassification, recapitalization, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the Agreement Date and prior to the Effective Time, and to provide to the converting holders herein the same economic effect as contemplated by this Agreement prior to such action, provided, that nothing in this Section 2.7(b) shall be construed as permitting the Company to take any action or enter into any transaction otherwise prohibited by this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Itron Inc /Wa/), Merger Agreement (Silver Spring Networks Inc)

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Adjustment to the Merger Consideration. The Merger Consideration shall be equitably adjusted appropriately (provided that, in no event shall the aggregate Merger Consideration increase as a result of any of the following effects) to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock but excluding, for the avoidance of doubt, the granting or other issuance of Company Options, Company RSUs or Company PSUs in the ordinary course of businessShares), reorganization, reclassification, recapitalization, combination, exchange of shares or other like change with respect to Company Common Stock occurring Shares occurring, or with a record date, on or after the Agreement Date date hereof and prior to the Effective Time, and such adjustments to the Merger Consideration shall provide to the converting holders herein of Company Shares the same economic effect as contemplated by this Agreement prior to such action; provided, providedhowever, that nothing in this Section 2.7(b) shall be construed as permitting to permit the Company to take any action or enter into any transaction that is otherwise prohibited by or restricted under this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Ultra Clean Holdings, Inc.)

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Adjustment to the Merger Consideration. The Merger Consideration shall be equitably adjusted appropriately (provided that, in no event shall the aggregate Merger Consideration increase as a result of any of the following effects) to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock but excluding, for the avoidance of doubt, the granting or other issuance of Company Options, Company RSUs or Company PSUs in the ordinary course of businessShares), reorganization, reclassification, recapitalization, combination, exchange of shares or other like change with respect to Company Common Stock occurring Shares occurring, or with a record date, on or after the Agreement Date date hereof and prior to the Effective Time, and such adjustments to the Merger Consideration shall provide to the converting holders herein of Company Shares the same economic effect as contemplated by this Agreement prior to such action; provided, providedhowever, that nothing in this Section 2.7(b‎Section 2.7‎(b) shall be construed as permitting to permit the Company to take any action or enter into any transaction that is otherwise prohibited by or restricted under this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Ultra Clean Holdings, Inc.)

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