Common use of Adjustments for Dilution and Other Matters Clause in Contracts

Adjustments for Dilution and Other Matters. If prior to the Effective Time of the Merger, (a) DGI shall declare a stock dividend or distribution on DGI Common Stock with a record date prior to the Effective Time of the Merger, or subdivide, split up, reclassify or combine DGI Common Stock, or make a distribution other than a regular quarterly cash dividend not in excess of $.60 per share on DGI Common Stock in any security convertible into DGI Common Stock, in each case with a record date prior to the Effective Time of the Merger, or (b) the outstanding shares of DGI Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities, in each case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in DGI’s capitalization other than through a business combination transaction with another insurance holding company or financial services company, then a proportionate adjustment or adjustments will be made to the Exchange Ratio, which adjustment may include, as appropriate, the issuance of securities, property or cash on the same basis as that on which any of the foregoing shall have been issued, distributed or paid to holders of DGI Common Stock generally.

Appears in 1 contract

Samples: Merger Agreement (Donegal Group Inc)

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Adjustments for Dilution and Other Matters. If prior to the Effective Time of the Merger, (a) DGI shall declare a stock dividend or distribution on DGI Common Stock with a record date prior to the Effective Time of the Merger, or subdivide, split up, reclassify or combine DGI Common Stock, or make a distribution other than a regular quarterly cash dividend not in excess of $.60 per share on DGI Common Stock in any security convertible into DGI Common Stock, in each case with a record date prior to the Effective Time of the Merger, or (b) the outstanding shares of DGI Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities, in each case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in DGI’s 's capitalization other than through a business combination transaction with another insurance holding company or financial services company, then a proportionate adjustment or adjustments will be made to the Exchange Ratio, which adjustment may include, as appropriate, the issuance of securities, property or cash on the same basis as that on which any of the foregoing shall have been issued, distributed or paid to holders of DGI Common Stock generally.

Appears in 1 contract

Samples: Merger Agreement (Union National Financial Corp / Pa)

Adjustments for Dilution and Other Matters. If prior to the Effective Time of the Merger, (a) DGI FNB shall declare a stock dividend or distribution on DGI FNB Common Stock with a record date prior to the Effective Time of the Merger, or subdivide, split up, reclassify or combine DGI FNB Common Stock, or make a distribution other than a regular quarterly cash dividend not in excess of $.60 .30 per share share, on DGI FNB Common Stock in any security convertible into DGI FNB Common Stock, in each case with a record date prior to the Effective Time of the Merger, or (b) the outstanding shares of DGI FNB Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities, in each case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in DGIFNB’s capitalization other than through a business combination transaction with another insurance bank holding company or financial services company, then a proportionate adjustment or adjustments will be made to the Exchange Ratio, which adjustment may include, as appropriate, the issuance of securities, property or cash on the same basis as that on which any of the foregoing shall have been issuedissued or issuable to, distributed or distributable to or paid or payable to holders of DGI FNB Common Stock generally.

Appears in 1 contract

Samples: Merger Agreement (FNB Corp/Fl/)

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Adjustments for Dilution and Other Matters. If prior to the Effective Time of the Merger, (a) DGI FNB shall declare a stock dividend or distribution on DGI FNB Common Stock with a record date prior to the Effective Time of the Merger, or subdivide, split up, reclassify or combine DGI FNB Common Stock, or make a distribution other than a regular quarterly cash dividend not in excess of $.60 .30 per share share, on DGI FNB Common Stock in any security convertible into DGI FNB Common Stock, in each case with a record date prior to the Effective Time of the Merger, or (b) the outstanding shares of DGI FNB Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities, in each case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in DGIFNB’s capitalization other than through a business combination transaction with another insurance bank holding company or financial services company, then a proportionate adjustment or adjustments will be made to the Exchange Ratio, which adjustment may include, as appropriate, the issuance of securities, property or cash on the same basis as that on which any of the foregoing shall have been issued, distributed or paid to holders of DGI FNB Common Stock generally.

Appears in 1 contract

Samples: Merger Agreement (FNB Corp/Fl/)

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