Common use of Adjustments for Capital Changes Clause in Contracts

Adjustments for Capital Changes. If, prior to the Effective Time, Parent or the Company recapitalizes through a subdivision of its outstanding shares into a greater number of shares, or a combination of its outstanding shares into a lesser number of shares, or reorganizes, reclassifies or otherwise changes its outstanding shares into the same or a different number of shares or other classes, or declares a dividend on its outstanding shares payable in shares of its capital stock or securities convertible into shares of its capital stock, then the Total Consideration Per Share shall be adjusted appropriately so as to maintain the relative proportionate interests of the holders of shares of Company Common Stock and the holders of shares of Parent Common Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Wireless Telecom Group Inc), Agreement and Plan of Reorganization (Boonton Electronics Corp)

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Adjustments for Capital Changes. If, prior to the Effective Time, Parent or the Company recapitalizes through a subdivision of its outstanding shares into a greater number of shares, or a combination of its outstanding shares into a lesser number of shares, or reorganizes, reclassifies or otherwise changes its outstanding shares into the same or a different number of shares or other classes, or declares a dividend on its outstanding shares payable in shares of its capital stock or securities convertible into shares of its capital stock, then the Total Consideration Per Share shall applicable exchange ratio for Company Common Stock will be adjusted appropriately so as to maintain the relative proportionate interests of the holders of shares of Company Common Stock and the holders of shares of Parent Common Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Cardiac Control Systems Inc), Agreement and Plan of Reorganization (Electro Catheter Corp)

Adjustments for Capital Changes. If, prior to the Effective Time, Parent or the Company recapitalizes through a subdivision of its outstanding shares into a greater number of shares, or a combination of its outstanding shares into a lesser number of shares, or reorganizes, reclassifies or otherwise changes its outstanding shares into the same or a different number of shares or other classes, or declares a dividend on its outstanding shares payable in shares of its capital stock or securities convertible into shares of its capital stock, then the Total Consideration Per Share shall Exchange Ratio will be adjusted appropriately so as to maintain the relative proportionate interests of the holders of shares of Company Common Stock and the holders of shares of Parent Common Stock.

Appears in 2 contracts

Samples: Annexes and Schedules (Swi Holdings LLC), Annexes and Schedules (Swi Holdings LLC)

Adjustments for Capital Changes. If, prior to the Effective Time, Parent or the Company recapitalizes through a subdivision of its outstanding shares into a greater number of shares, or a combination of its outstanding shares into a lesser number of shares, or reorganizes, reclassifies or otherwise changes its outstanding shares into the same or a different number of shares or other classes, or declares a dividend on its outstanding shares payable in shares of its capital stock or securities convertible into shares of its capital stock, then the Total Share Consideration Per Share shall be adjusted appropriately so as to maintain the relative proportionate interests of the holders of shares of Company Common Stock and the holders of shares of Parent Common Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Wireless Telecom Group Inc), Agreement and Plan of Reorganization (Boonton Electronics Corp)

Adjustments for Capital Changes. If, prior to the Effective Time, Parent or the Company recapitalizes through a subdivision of its outstanding shares into a greater number of shares, or a combination of its outstanding shares into a lesser number of shares, or reorganizes, reclassifies or otherwise changes its outstanding shares into the same or a different number of shares or other classes, or declares a dividend on its outstanding shares payable in shares of its capital stock or securities convertible into shares of its capital stock, then the Total Consideration Per Share shall Exchange Ratio will be adjusted appropriately so as to maintain the relative proportionate interests of the holders of shares of Company Common Stock and the holders of shares of Parent Common Stock. Notwithstanding the foregoing, no adjustment to the Exchange Ratio shall be made as a result of the Company Reverse Stock Split.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Continuum Group B Inc)

Adjustments for Capital Changes. If, after determination of the Stipulated Price but prior to the Effective Time, Parent or the Company recapitalizes through a subdivision of its outstanding shares into a greater number of shares, or a combination of its outstanding shares into a lesser number of shares, or reorganizes, reclassifies or otherwise changes its outstanding shares into the same or a different number of shares or other classes, or declares a dividend on its outstanding shares payable in shares of its capital stock or securities convertible into shares of its capital stock, then the Total Consideration Per Share shall Exchange Ratio will be adjusted appropriately so as to maintain the relative proportionate interests of the holders of shares of Company Common Stock and the holders of shares of Parent Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Alloy Online Inc)

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Adjustments for Capital Changes. If, prior to the Effective Time, Parent or the Company recapitalizes through a subdivision of its outstanding shares into a greater number of shares, or a combination of its outstanding shares into a lesser number of shares, or reorganizes, reclassifies or otherwise changes its outstanding shares into the same or a different number of shares or other classes, or declares a dividend on its outstanding shares payable in shares of its capital stock or securities convertible into shares of its capital stock, then the Total Consideration Per Share shall Exchange Ratios will be adjusted appropriately so as to maintain the relative proportionate interests of the holders of shares of Company Common Stock and the holders of shares of Parent Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cyberian Outpost Inc)

Adjustments for Capital Changes. If, prior to the Effective Time, ------------------------------- Parent or the Company recapitalizes through a subdivision of its outstanding shares into a greater number of shares, or a combination of its outstanding shares into a lesser number of shares, or reorganizes, reclassifies or otherwise changes its outstanding shares into the same or a different number of shares or other classes, or declares a dividend on its outstanding shares payable in shares of its capital stock or securities convertible into shares of its capital stock, then the Total Consideration Per Share shall Exchange Ratio will be adjusted appropriately so as to maintain the relative proportionate interests of the holders of shares of Company Common Stock and the holders of shares of Parent Common Stock.

Appears in 1 contract

Samples: Alloy Online Inc

Adjustments for Capital Changes. If, prior to the Effective Time, Parent or the Company recapitalizes through a subdivision of its outstanding shares into a greater number of shares, or a combination of its outstanding shares into a lesser number of shares, or reorganizes, reclassifies or otherwise changes its outstanding shares into the same or a different number of shares or other classes, or declares a dividend on its outstanding shares payable in shares of its capital common stock or securities convertible into shares of its capital common stock, then the Total Share Consideration Per Share shall be adjusted appropriately so as to maintain the relative proportionate interests of the holders of shares of Company Common Stock and the holders of shares of Parent Common Stock.

Appears in 1 contract

Samples: Agreement of Merger (Micronetics Wireless Inc)

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