Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 36 contracts
Samples: Agreement and Plan of Reorganization (Cholestech Corporation), Agreement and Plan of Reorganization (Sawtek Inc \Fl\), Agreement and Plan of Reorganization (Triquint Semiconductor Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), extraordinary cash dividends, reorganization, recapitalization, reclassification reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 16 contracts
Samples: Agreement and Plan of Merger and Reorganization (Mayors Jewelers Inc/De), Agreement and Plan of Merger (Caremark Rx Inc), Agreement and Plan of Merger (Advancepcs)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 15 contracts
Samples: Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Reorganization (Niku Corp), Agreement and Plan of Merger (Autobytel Com Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 9 contracts
Samples: Agreement and Plan of Reorganization (Netopia Inc), Agreement and Plan of Merger (Onsale Inc), Agreement and Plan of Merger (Egghead Com Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Acquiror Common Stock or Company Target Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Acquiror Common Stock or Company Target Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 8 contracts
Samples: Agreement and Plan of Reorganization (Autoinfo Inc), Agreement and Plan of Reorganization (Invvision Capital Inc), Agreement and Plan of Reorganization (Premier Laser Systems Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Common Stock or Company Common Stock occurring having a record date on or after the date hereof and prior to the Effective Time.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Morlex Inc /Co), Agreement and Plan of Merger (Morlex Inc /Co), Agreement and Plan of Merger (Lexar Media Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted (such adjustment to be subject to the consent of the Company, which shall not be unreasonably withheld) to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (One2one Living Corp), Agreement and Plan of Merger (Terra Tech Corp.), Agreement and Plan of Merger (Soefl Inc.)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Safeway Inc), Agreement and Plan of Merger (Hunter Terry L), Agreement and Plan of Merger (Vons Companies Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Acquiror Common Stock or Company Common Target Capital Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Acquiror Common Stock or Company Common Target Capital Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 7 contracts
Samples: Agreement and Plan of Merger and Reorganization (Crossroads Systems Inc), Agreement and Plan of Reorganization (Cisco Systems Inc), Agreement and Plan of Reorganization (Cisco Systems Inc)
Adjustments to Exchange Ratio. The Without limiting any other provision of this Agreement, the Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (America Online Inc), Agreement and Plan of Merger (Webmethods Inc), Agreement and Plan of Merger (Webmethods Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Capital Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Stock or Company Common Capital Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 6 contracts
Samples: Shareholder Agreement (Phone Com Inc), Agreement and Plan of Merger (Phone Com Inc), Agreement and Plan of Reorganization (Neurocrine Biosciences Inc)
Adjustments to Exchange Ratio. The Exchange Ratio and any other applicable numbers or amounts shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), extraordinary cash dividends, reorganization, recapitalization, reclassification reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (HMT Technology Corp), Agreement and Plan of Reorganization (Komag Inc /De/), Agreement and Plan of Reorganization (Komag Inc /De/)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.. (g)
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Red Brick Systems Inc), Agreement and Plan of Reorganization (Informix Corp), Exhibit 2 Agreement (Transcend Therapeutics Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock Ordinary Shares, Parent ADSs or Company Class A Common Stock), extraordinary cash dividends, reorganization, recapitalization, reclassification reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock ADSs, Parent Ordinary Shares or Company Class A Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 5 contracts
Samples: Agreement and Plan of Merger And (Chippac Inc), Agreement and Plan of Merger (Temasek Holdings LTD), Agreement and Plan of Merger And (Chippac Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time, so as to provide holders of Company Common Stock and Parent the same economic effect as contemplated by this Agreement prior to such stock split, reverse split, stock dividend, reorganization, recapitalization or like change.
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Saflink Corp), Agreement and Plan of Merger and Reorganization (Active Voice Corp), Agreement and Plan of Merger and Reorganization (SP Holding CORP)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable for Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Eagle Wireless International Inc), Agreement and Plan of Reorganization (Homegrocer Com Inc), Agreement and Plan of Reorganization (Webvan Group Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Acquiror Common Stock or Company Target Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Acquiror Common Stock or Company Target Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Rational Software Corp), Agreement and Plan of Reorganization (Rational Software Corp), Agreement and Plan of Reorganization (Pure Atria Corp)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Desktop Common Stock or Company Individual Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Desktop Common Stock or Company Individual Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Individual Inc), Agreement and Plan of Merger and Reorganization (Desktop Data Inc), Agreement and Plan of Merger and Reorganization (Individual Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Litronic Common Stock or Company Common BIZ Stock, as defined in Section 3.2.1), reorganization, recapitalization, reclassification or other like change with respect to Parent Litronic Common Stock or Company Common BIZ Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (SSP Solutions Inc), Agreement and Plan of Reorganization (SSP Solutions Inc), Agreement and Plan of Reorganization (SSP Solutions Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Capital Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Stock or Company Common Capital Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Corsair Communications Inc), Agreement and Plan of Reorganization (Netscape Communications Corp), Agreement and Plan of Reorganization (Quickturn Design Systems Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately proportionately and equitably the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan (Harbinger Corp), Agreement and Plan (Harbinger Corp), Agreement and Plan of Merger (Peregrine Systems Inc)
Adjustments to Exchange Ratio. The Exchange Ratio and Stock Amount shall be equitably adjusted to reflect appropriately fully the effect of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification reorganization or other like change with respect to Parent Common Stock or Company Common Stock Stock, as applicable, occurring on or after the date hereof and prior to the Effective TimeDate.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Citizens Banking Corp), Agreement and Plan of Merger (F&m Bancorporation Inc), Agreement and Plan of Merger (Citizens Banking Corp)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Buyer Common Stock or Company Seller Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Buyer Common Stock stock or Company Seller Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Broderbund Software Inc /De/), Agreement and Plan of Merger (Learning Co Inc), Agreement and Plan of Merger (Learning Co Inc)
Adjustments to Exchange Ratio. (i) The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Mede America Corp /), Agreement and Plan of Reorganization (Healtheon Corp), Agreement and Plan of Reorganization (Healtheon Corp)
Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect appropriately fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent into, or exercisable for, Avanex Common Stock or Company Oplink Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification reclassification, combination, exchange of shares or other like change with respect to Parent Avanex Common Stock or Company Oplink Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Avanex Corp), Agreement and Plan of Reorganization (Oplink Communications Inc), Agreement and Plan of Reorganization (Avanex Corp)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Buyer Common Stock or Company Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Buyer Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Adforce Inc), Agreement and Plan of Merger (Prodigy Communications Corp), Agreement and Plan of Merger (Prodigy Communications Corp)
Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Acquiror Common Stock or Company Common Target Capital Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Acquiror Common Stock or Company Common Target Capital Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 3 contracts
Samples: Affiliates Agreement (Qualix Group Inc), Agreement and Plan of Reorganization (Cacheflow Inc), Agreement and Plan of Reorganization (Fogdog Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Stock or Company Common Stock occurring on or the record date for which shall occur after the date hereof and prior to the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cray Research Inc), Agreement and Plan of Merger (Schein Pharmaceutical Inc), Agreement and Plan of Merger (Watson Pharmaceuticals Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof Effective Date and prior to the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Google Inc.), Agreement and Plan of Merger (Google Inc.)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent WebMD Class A Common Stock or Company HLTH Common Stock), extraordinary cash dividends, reorganization, recapitalization, reclassification reclassification, combination, exchange of shares or other like change with respect to Parent WebMD Class A Common Stock or Company HLTH Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (HLTH Corp), Agreement and Plan of Merger (WebMD Health Corp.), Agreement and Plan of Merger (WebMD Health Corp.)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or the Company Common Stock), cash dividends, reorganization, recapitalization, reclassification reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or the Company Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Micro Investment LLC), Agreement and Plan of Merger (Ev3 Inc.), Agreement and Plan of Merger (Micro Therapeutics Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock splitsubdivision, reverse stock splitconsolidation, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time, except that no adjustment shall be made to reflect the Reverse Stock Split or the Share Amendment.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tyco International LTD), Agreement and Plan of Merger (Adt Limited), Agreement and Plan of Merger (Adt Limited)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Capital Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Company Capital Stock that occurs or Company Common Stock occurring on or has a record date after the date hereof and prior to the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Netscape Communications Corp), Agreement and Plan of Reorganization (New Era of Networks Inc), Agreement and Plan of Reorganization (Russo Paul M)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any reclassification, stock split, consolidation, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock Ordinary Shares, Parent ADSs or Company Common Stock), reorganization, recapitalizationcapital redemption or repayment, reclassification bonus issue, recapitalization or other like change with respect to Parent Common Stock Ordinary Shares, Parent ADSs or Company Common Stock occurring on (or for which a record date is established) after the date hereof and prior to the Effective Time, other than the Distribution.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (New Focus Inc), Agreement and Plan of Merger (Bookham Technology PLC), Agreement and Plan of Merger (Bookham Technology PLC)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock Shares or Company Common StockShares), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Stock Shares or Company Common Stock Shares occurring on or after the date hereof and prior to the Effective Time.. 1.7
Appears in 3 contracts
Samples: Agreement and Plan (Discreet Logic Inc), Agreement and Plan (Autodesk Inc), Agreement and Plan (Autodesk Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall only be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Capital Stock), reclassification, reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Stock or Company Common Capital Stock occurring on or after the date hereof and prior to the Effective Time, so as to provide holders of Company Common Stock and Parent the same economic effect as contemplated by this Agreement prior to such stock split, reverse split, stock dividend, reorganization, recapitalization, like change or increase.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Speedfam Ipec Inc), Agreement and Plan of Reorganization (Novellus Systems Inc), Agreement and Plan of Merger and Reorganization (Novellus Systems Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the appropriate economic effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Common Stock or Company Common Stock occurring having a record date on or after the date hereof and prior to the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (McData Corp), Agreement and Plan of Reorganization (Brocade Communications Systems Inc), Agreement and Plan of Reorganization
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution to Parent securityholders of securities convertible into or exercisable for Parent Common Stock or Company Common Stock), extraordinary dividend, reorganization, recapitalization, reclassification or other like change with respect to Parent Common Stock or Company Common Stock occurring (or with a record date) on or after the date hereof and prior to the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Netgateway Inc), Agreement and Plan of Merger (Galaxy Enterprises Inc /Nv/), Agreement and Plan of Merger (Netgateway Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted ----------------------------- to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Novell Inc), Agreement and Plan of Reorganization (Infospace Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Capital Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Stock or Company Common Capital Stock occurring on or with a record date after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Critical Path Inc), Agreement and Plan of Reorganization (Critical Path Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company 24/7 Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Common Stock or Company 24/7 Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (24/7 Media Inc), Agreement and Plan of Merger (24/7 Media Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan (Telcom Semiconductor Inc), Agreement and Plan of Reorganization (Go2net Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, reclassification, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Renaissance Worldwide Inc), Agreement and Plan of Merger (Cytotherapeutics Inc/De)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any reclassification, share or stock split, reverse stock split, share or stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock SmartForce ADSs, SmartForce Ordinary Shares or Company SkillSoft Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Stock SmartForce ADSs, SmartForce Ordinary Shares or Company SkillSoft Common Stock occurring on (or for which a record date is established) after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Smartforce Public LTD Co), Agreement and Plan of Merger (Skillsoft Corp)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities of a Subsidiary of Parent or the Company or of securities convertible into Parent Common Stock or Company Common Stock), extraordinary cash dividends, reorganization, recapitalization, reclassification reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Common Stock with a record date occurring on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metaldyne Performance Group Inc.), Agreement and Plan of Merger (Johnson & Johnson)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately the effect of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common StockShares), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Stock or Company Common Stock Shares occurring on (or for which a record date is established) after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Applied Science & Technology Inc), Agreement and Plan of Merger (MKS Instruments Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock Shares or Company Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Stock Shares or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.. (g)
Appears in 2 contracts
Samples: Exhibit 2 Agreement and Plan of Merger (Teradyne Inc), Agreement and Plan of Merger And (Megatest Corp)
Adjustments to Exchange Ratio. The Exchange Ratio exchange ratios defined above shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification reclassification, combination, exchange of shares or other like change with respect to the Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective TimeStock.
Appears in 2 contracts
Samples: Cypress Semiconductor Corp /De/, Cypress Semiconductor Corp /De/
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.. (f)
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Medical Response Inc), Agreement and Plan of Merger (New Stat Healthcare Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent or exercisable or exchangeable for Company Common Stock or Company Parent Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification reclassification, combination, exchange of shares or other like change with respect to Company Common Stock or Parent Common Stock occurring or Company Common Stock occurring having a record date on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (C Cube Microsystems Inc/De), Agreement and Plan of Reorganization (C Cube Microsystems Inc/De)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective TimeTime so as to provide holders of Company Common Stock and Parent the same economic effect as was contemplated by this Agreement prior to such stock split, reverse split, stock dividend, reorganization, recapitalization, like change or increase.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Copper Mountain Networks Inc), Agreement and Plan of Merger and Reorganization (Tut Systems Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent SG Common Stock or Company SPI Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent SG Common Stock or Company SPI Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Sparta Pharmaceuticals Inc), Agreement and Plan of Reorganization (Supergen Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Neoforma Common Stock or Company Healthvision Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Neoforma Common Stock or Company Healthvision Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eclipsys Corp), Agreement and Plan of Merger (Neoforma Com Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be appropriately adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, split or stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company ALHC Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent ALHC Common Stock or Company Common Stock occurring on or having a record date after the date hereof of this Agreement and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Access Plans Inc), Agreement and Plan of Merger (Access Plans USA, Inc.)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Series B Preferred Stock or Company Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Common Series B Preferred Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Matria Healthcare Inc), Agreement and Plan of Merger (Inverness Medical Innovations Inc)
Adjustments to Exchange Ratio. The Exchange Ratio and the Merger Consideration shall be adjusted to reflect appropriately fully the appropriate effect of any stock split, split-up, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Fxxxxx Common Stock or Company Apogent Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Fxxxxx Common Stock or Company Apogent Common Stock having a record date occurring on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Apogent Technologies Inc), Agreement and Plan of Merger (Fisher Scientific International Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Buyer Common Stock or Company Common Seller Capital Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Buyer Common Stock or Company Common Seller Capital Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vizacom Inc), Agreement and Plan of Merger (Vizacom Inc)
Adjustments to Exchange Ratio. The exchange ratios with respect to the Company Common Stock and the Company Series C Preferred Stock (the “Exchange Ratio Ratio”) shall be adjusted to reflect appropriately fully the effect of any reclassification, combination, subdivision, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent CNLRP Common Stock or Company Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent CNLRP Common Stock or Company Common Stock occurring on (or for which a record date is established) after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (U S Restaurant Properties Inc), Agreement and Plan of Merger (CNL Restaurant Properties Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or similar distribution of securities convertible into Parent Alydaar Common Stock or Company DSNC Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Alydaar Common Stock or Company DSNC Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time, which shall not include any issuance of securities in connection with sales of stock, acquisitions, financings, etc.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Data Systems Network Corp), Agreement and Plan of Merger (Alydaar Software Corp /Nc/)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Common Stock), extraordinary dividend, reorganization, recapitalization, reclassification reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unify Corp), Agreement and Plan of Merger (Warp Technology Holdings Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Stock or Company Common Stock occurring on (or for which a record date is established) after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Clinical Data Inc), Agreement and Plan of Merger (Icoria, Inc.)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective TimeClosing Date, so as to provide holders of Company Common Stock and Parent the same economic effect as contemplated by this Agreement prior to such stock split, reverse split, stock dividend, reorganization, recapitalization or like change.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bridgetech Holdings International Inc), Agreement and Plan of Merger (Bridgetech Holdings International Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be appropriately adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, split or stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Common Stock or Company Common Stock occurring on or having a record date after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Precis Smart Card Systems Inc), Agreement and Plan of Merger (Aarow Environmental Group Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent ATC Common Stock or Company SpectraSite Common Stock), cash dividends, reorganization, recapitalization, reclassification reclassification, combination, exchange of shares or other like change with respect to Parent ATC Common Stock or Company SpectraSite Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Tower Corp /Ma/), Agreement and Plan of Merger (Spectrasite Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Buyer Common Stock or Company Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Buyer Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Flycast Communications Corp), Agreement and Plan of Merger (Cmgi Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective TimeTime so as to provide holders of Company Common Stock and Parent the same economic effect as contemplated by this Agreement prior to such stock split, reverse split, stock dividend, reorganization, recapitalization, like change or increase.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ikos Systems Inc), Agreement and Plan of Merger and Reorganization (Ikos Systems Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities securi-ties convertible into Parent Common Stock or and Company Common Capital Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Stock or and Company Common Capital Stock occurring on or after the date hereof and prior before the Effective Time with respect to the Effective Time.Exchange Ratio. (g)
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tangible Asset Galleries Inc), Agreement and Plan of Merger (Tangible Asset Galleries Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock First Majestic Shares or Company Common StockPrimero Shares, other than stock dividends paid in lieu of ordinary course dividends), consolidation, reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Stock First Majestic Shares or Company Common Stock the Primero Shares occurring on or after the date hereof of the Arrangement Agreement and prior to the Effective Time.
Appears in 2 contracts
Samples: Arrangement Agreement (Primero Mining Corp), Arrangement Agreement (First Majestic Silver Corp)
Adjustments to Exchange Ratio. The Exchange Ratio shall be appropriately adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company GT Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Stock or Company GT Common Stock occurring on or after the date hereof and prior to the Effective Timeconsummation of the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gt Interactive Software Corp), Agreement and Plan of Merger (Microprose Inc/De)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock Shares or Company Common Stockthe Shares), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Stock Shares or Company Common Stock the Shares occurring on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan (Infospace Com Inc), Infospace Com Inc
Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Central Common Stock or Company Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Central Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Central Garden & Pet Company), Agreement and Plan of Reorganization (Pennington Brooks Iii)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted in accordance with the last sentence of Section 2.6(f) and shall be equitably adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock)combination, stock dividend, reorganization, recapitalizationreclassification, reclassification recapitalization or other like change with respect to Parent Common FRT Stock or Company Common RedChip Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Freerealtime Com Inc), Agreement and Plan of Merger (Freerealtime Com Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall will be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities of a Subsidiary of Parent or the Company or of securities convertible into Parent Common Stock or Company Common Stock), extraordinary cash dividends (excluding regular quarterly dividends at the currently announced level), reorganization, recapitalization, reclassification reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Common Stock with a record date occurring on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Solutia Inc), Agreement and Plan of Merger (Eastman Chemical Co)
Adjustments to Exchange Ratio. The Exchange Ratio and any other applicable numbers or amounts shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (PMC Sierra Inc), Agreement and Plan of Reorganization (Quantum Effect Devices Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Dynamic Health Products Inc), Agreement and Plan of Reorganization (GeoPharma, Inc.)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Autobytel Common Stock or Company Common Target Capital Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Autobytel Common Stock or Company Common Target Capital Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Acquisition Agreement (Autobytel Inc), Acquisition Agreement (Autobytel Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Buyer Common Stock or Company Seller Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Buyer Common Stock or Company Seller Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Casella Waste Systems Inc), Agreement and Plan of Merger (TMP Worldwide Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities exchangeable for or convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Iv 6 Agreement and Plan of Merger (International Imaging Materials Inc /De/), Iv 6 Agreement and Plan of Merger (Paxar Corp)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exchangeable or exercisable for Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aon Corp), Agreement and Plan of Merger (Asi Solutions Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common StockStock or Preferred), reorganization, recapitalization, reclassification or other like change with respect to Parent Common Stock or Company Common Stock or Preferred occurring on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Ondisplay Inc), Agreement and Plan of Reorganization (QRS Corp)
Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including the Parent Stock Split, and any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Voting Agreement (Broadbase Software Inc), Agreement and Plan of Merger (Kana Communications Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, forward or reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stocksecurities), extraordinary cash dividends, reorganization, recapitalization, reclassification reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Majesco), Agreement and Plan of Merger (Cover All Technologies Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent NetIQ Common Stock or Company MCS Common Stock), extraordinary cash dividends, reorganization, recapitalization, reclassification reclassification, combination, exchange of shares or other like change with respect to Parent NetIQ Common Stock or Company MCS Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Netiq Corp), Agreement and Plan of Reorganization (Mission Critical Software Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent IDEC Common Stock or Company Biogen Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent IDEC Common Stock or Company Biogen Common Stock occurring having a record date on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Biogen Inc), Ii Agreement and Plan of Merger (Idec Pharmaceuticals Corp / De)
Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent LRC Common Stock or Company OSI Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent LRC Common Stock or Company OSI Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lam Research Corp), Agreement and Plan of Merger (Lam Research Corp)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Capital Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Common Stock or Company Common Capital Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (At Home Corp), Agreement and Plan of Reorganization (Excite Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be appropriately adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (U S Long Distance Corp), Agreement and Plan of Merger (Lci International Inc /Va/)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, forward or reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common StockShares), cash dividends, reorganization, recapitalization, reclassification reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Common Stock Shares occurring on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Polycom Inc), Agreement and Plan of Merger and Reorganization (Accord Networks LTD)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Acquiror Common Stock or Company Target Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Stock or Company Acquiror Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Predictive Systems Inc), Agreement and Plan of Reorganization (Predictive Systems Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall will be appropriately adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Capital Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Stock or Company Common Capital Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Zev Ventures Inc.), Agreement and Plan of Merger and Reorganization (Senseonics Holdings, Inc.)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any reclassification, combination, subdivision, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent shares of Juniper Common Stock or Company Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Juniper Common Stock or Company Common Stock occurring on (or for which a record date is established) after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Monmouth Real Estate Investment Corp), Agreement and Plan of Merger (Monmouth Capital Corp)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock Buyer Shares or Company Common StockPapyrus Shares), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Stock Buyer Shares or Company Common Stock Papyrus Shares occurring on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fonix Corp), Agreement and Plan of Merger (Fonix Corp)
Adjustments to Exchange Ratio. The Exchange Ratio shall be equitably adjusted to reflect appropriately fully the effect of any stock split, reverse split, stock splitcombination, stock dividend (including any dividend or distribution of securities convertible into Parent Broadcom Common Stock or Company Common Capital Stock), reorganization, recapitalizationreclassification, reclassification recapitalization or other like change with respect to Parent Broadcom Common Stock or Company Common Capital Stock occurring on or the effective date of which occurs after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Broadcom Corp), Merger Agreement and Plan of Reorganization (Broadcom Corp)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent USWeb Common Stock or Company CKS Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent USWeb Common Stock or Company CKS Common Stock occurring on or after the date hereof of this Agreement and prior to the Effective Time.. (f)
Appears in 2 contracts
Samples: 27 Agreement and Plan (CKS Group Inc), Exhibit 1 Agreement and Plan of Reorganization (Usweb Corp)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Company Common Stock or Company Parent Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Company Common Stock or Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Infocure Corp), Agreement and Plan of Merger and Reorganization (Medical Dynamics Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent BioMarin Common Stock or Company Glyko Common StockShares), extraordinary cash dividends, reorganization, recapitalization, reclassification reclassification, combination, exchange of shares or other like change with respect to Parent BioMarin Common Stock or Company Glyko Common Stock Shares occurring on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Acquisition Agreement (Glyko Biomedical LTD), Plan of Arrangement (Biomarin Pharmaceutical Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the appropriate effect of any stock split, reverse stock split, subdivision, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification reclassification, combination or exchange of shares or other like change with respect to Parent Common Stock or Company Common Stock occurring having a record date on or after the date hereof and prior to the Merger 1 Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ligand Pharmaceuticals Inc), Agreement and Plan of Merger (Pharmacopeia Inc)
Adjustments to Exchange Ratio. The Exchange Ratio shall will be appropriately adjusted to reflect appropriately fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or the Company Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Stock or the Company Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Brain Scientific Inc.)
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent KLA Common Stock or Company Tencor Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent KLA Common Stock or Company Tencor Common Stock occurring on or after the date hereof and prior to the Effective Time.
Appears in 1 contract
Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately fully the effect of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Buyer Common Stock or Company Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Buyer Common Stock or Company Common Stock occurring on (or for which a record date is established) after the date hereof and prior to the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Genaissance Pharmaceuticals Inc)
