Common use of Adjustments to Exchange Ratio Clause in Contracts

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 41 contracts

Samples: Merger Agreement (Triquint Semiconductor Inc), Agreement and Plan of Reorganization (Cholestech Corporation), Agreement and Plan of Reorganization (Netscreen Technologies Inc)

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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: Merger Agreement (Caremark Rx Inc), Merger Agreement (Mayors Jewelers Inc/De), Merger Agreement (Nfront 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 15 contracts

Samples: Merger Agreement (KKR Associates), Merger Agreement (Autobytel Com Inc), Amendment to the Agreement and Plan of Merger (Autobytel 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 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 9 contracts

Samples: Merger Agreement (New Stat Healthcare Inc), Merger Agreement (American Medical Response Inc), Merger Agreement (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 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: Merger Agreement (Palm Inc), Merger Agreement (Extended Systems Inc), Merger Agreement (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 9 contracts

Samples: Agreement and Plan of Reorganization (Polycom Inc), Agreement and Plan of Reorganization (Rational Software Corp), Agreement and Plan of Reorganization (Cybercash 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: Merger Agreement (Morlex Inc /Co), Merger Agreement (Indevus Pharmaceuticals Inc), Merger Agreement (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: Merger Agreement (One2one Living Corp), Merger Agreement (Terra Tech Corp.), Merger Agreement (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 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 Reorganization (Uproar Inc), Agreement and Plan of Reorganization (Quintus Corp), Merger Agreement (I2 Technologies 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: Merger Agreement (Phone Com Inc), Agreement and Plan of Reorganization (Critical Path Inc), Agreement and Plan of Reorganization (Neurocrine Biosciences 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: Merger Agreement (Webmethods Inc), Merger Agreement (Webmethods Inc), Merger Agreement (Webmethods 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: Merger Agreement (HMT Technology Corp), Merger Agreement (Komag Inc /De/), Merger Agreement (HMT Technology 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 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: Merger Agreement (SP Holding CORP), Merger Agreement (Active Voice Corp), Merger Agreement (Saflink 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 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: Merger Agreement (Chippac Inc), Agreement and Plan of Merger and Reorganization (Temasek Holdings LTD), Merger Agreement (Chippac 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: Merger Agreement (SSP Solutions Inc), Merger Agreement (SSP Solutions Inc), Merger Agreement (SSP Solutions 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: Merger Agreement (Peregrine Systems Inc), Merger Agreement (Peregrine Systems Inc), Agreement and Plan of Merger and Reorganization (Harbinger 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 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 (Rational Software 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: Merger Agreement (Individual Inc), Merger Agreement (Individual Inc), Merger Agreement (Desktop Data 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 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 (Webvan Group Inc), Agreement and Plan of Reorganization (Homegrocer Com Inc), Agreement and Plan of Reorganization (Homegrocer 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 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 4 contracts

Samples: Merger Agreement (Watson Pharmaceuticals Inc), Merger Agreement (Schein Pharmaceutical Inc), Agreement and Plan of Merger (Cray Research 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 (Netscape Communications Corp), Agreement and Plan of Reorganization (Netscape Communications Corp), Agreement and Plan of Reorganization (Quickturn Design 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: Merger Agreement (F&m Bancorporation Inc), Merger Agreement (Citizens Banking Corp), Merger Agreement (F&m Bancorporation 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 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: Merger Agreement (Netgateway Inc), Merger Agreement (Galaxy Enterprises Inc /Nv/), Merger Agreement (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 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 (WebMD Health Corp.), Merger Agreement (HLTH 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: Merger Agreement (Micro Therapeutics Inc), Merger Agreement (Micro Investment LLC), Merger Agreement (Ev3 Inc.)

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: Merger Agreement (New Focus Inc), Merger Agreement (Bookham Technology PLC), Merger Agreement (Bookham Technology PLC)

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 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 3 contracts

Samples: Merger Agreement (Casella Waste Systems Inc), Merger Agreement (TMP Worldwide Inc), Merger Agreement (Broderbund Software 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 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: Merger Agreement (Adforce Inc), Merger Agreement (Prodigy Communications Corp), Merger Agreement (Prodigy Communications Corp)

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: Merger Agreement (Speedfam Ipec Inc), Agreement and Plan of Reorganization (Novellus Systems Inc), Agreement and Plan of Reorganization (Novellus 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 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.

Appears in 3 contracts

Samples: Merger Agreement (Megatest Corp), Merger Agreement (Mdsi Mobile Data Solutions Inc /Can/), Merger Agreement (Teradyne 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 stock or Company Seller Common Stock occurring on or after the date hereof and prior to the Effective Time.

Appears in 3 contracts

Samples: Merger Agreement (Learning Co Inc), Merger Agreement (Learning Co Inc), Merger Agreement (Broderbund Software Inc /De/)

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: Merger Agreement (Adt Limited), Merger Agreement (Tyco International LTD), Merger Agreement (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 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 of Acquisition and Amalgamation (Discreet Logic Inc), Agreement and Plan of Acquisition and Amalgamation (Autodesk Inc), Agreement and Plan of Acquisition and Amalgamation (Autodesk 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), Merger Agreement, Agreement and Plan of Reorganization (Brocade Communications 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 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 (Russo Paul M), Agreement and Plan of Reorganization (Netscape Communications Corp), Merger Agreement (New Era of Networks 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 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.

Appears in 2 contracts

Samples: Merger Agreement (CKS Group Inc), 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 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 of Acquisition and Arrangement (Infospace Com Inc), Acquisition Agreement (Infospace Com 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 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: Merger Agreement (Accord Networks LTD), Merger Agreement (Polycom 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 (Biomarin Pharmaceutical Inc), Acquisition Agreement (Glyko Biomedical 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 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: Merger Agreement (International Imaging Materials Inc /De/), Merger Agreement (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: Merger Agreement (Asi Solutions Inc), Merger Agreement (Aon Corp)

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: Merger Agreement (Cytotherapeutics Inc/De), Merger Agreement (Renaissance Worldwide 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 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: Merger Agreement (Icoria, Inc.), Merger Agreement (Clinical Data 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: Merger Agreement (Solutia Inc), Merger Agreement (Eastman Chemical Co)

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: Merger Agreement (Vizacom Inc), Merger Agreement (Vizacom 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 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), Merger Agreement (Supergen 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: Merger Agreement (Lci International Inc /Va/), Merger Agreement (U S Long Distance 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 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 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 (Go2net Inc), Agreement and Plan of Reorganization (Telcom 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 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: Merger Agreement (Eclipsys Corp), Merger Agreement (Neoforma 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 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 TimeExchange Ratio.

Appears in 2 contracts

Samples: Merger Agreement (Tangible Asset Galleries Inc), Merger Agreement (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 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: Merger Agreement (Predictive Systems Inc), Agreement and Plan of Reorganization (Predictive 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 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: Merger Agreement (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 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: Merger Agreement (Medical Dynamics Inc), Merger Agreement (Infocure 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: Merger Agreement (Fonix Corp), Merger Agreement (Fonix Corp)

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: Merger Agreement (Monmouth Real Estate Investment Corp), Merger Agreement (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 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: Merger Agreement (Bridgetech Holdings International Inc), Merger Agreement (Bridgetech Holdings 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 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)

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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: Merger Agreement (Metaldyne Performance Group Inc.), Merger Agreement (Johnson & Johnson)

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: Merger Agreement (24/7 Media Inc), Merger Agreement (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 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: Merger Agreement (Ondisplay Inc), Agreement and Plan of Reorganization (QRS 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 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 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: Merger Agreement (Gt Interactive Software Corp), Merger Agreement (Microprose 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 Summit Common Stock or Company OrCAD Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Summit Common Stock or Company OrCAD 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 (Summit Design Inc), Agreement and Plan of Reorganization (Orcad 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: Merger Agreement (Zev Ventures Inc.), Merger Agreement (Senseonics Holdings, 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: Merger Agreement (American Tower Corp /Ma/), Merger Agreement (Spectrasite Inc)

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: Merger Agreement (Applied Science & Technology Inc), Merger Agreement (MKS Instruments 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: Merger Agreement (Precis Smart Card Systems Inc), Merger Agreement (Aarow Environmental Group 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 Avant! Common Stock or Company TMAI Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Avant! Common Stock or Company TMAI Common Stock occurring on or after the date hereof and prior to the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Avant Corp), Merger Agreement (Avant 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 (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 Common Stock or Company Common StockShares), 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 Shares occurring on or after the date hereof and prior to the Effective Time. Notwithstanding the foregoing, no adjustment to the Exchange Ratio shall be made in connection with the Stock Split to be paid February 18, 2000.

Appears in 2 contracts

Samples: Acquisition Agreement (Peregrine Systems Inc), Acquisition Agreement (Peregrine 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 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: Merger Agreement (Excite Inc), Merger Agreement (At Home 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, 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), Merger Agreement (Pharmacopeia 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: Merger Agreement (Matria Healthcare Inc), Merger Agreement (Inverness Medical Innovations Inc)

Adjustments to Exchange Ratio. The Exchange Ratio shall set forth in Section 2.1 will 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 RIMG Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Company Common Stock or Company RIMG Common Stock occurring on or after the date hereof Agreement Date and prior to the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Rimage 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 the effective date of which occurs on or after the date hereof and prior to the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Broadcom 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 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.Time and of any increase in the number of shares of Company Common Stock outstanding after the date hereof (treating as outstanding as of the date hereof, up to 461,904

Appears in 1 contract

Samples: Merger Agreement (Cisco 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 convertible into the common stock of Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Preferred Stock or 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 Reorganization (Sagent Technology 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 Company Capital Stock or Company Parent Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Company Capital Stock or Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Netscape Communications Corp)

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 Super Voting Stock or the Company Common Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Common Capital Stock or the Company Common Stock occurring on or after the date hereof and prior to the Effective Time.

Appears in 1 contract

Samples: Merger Agreement

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.Parent

Appears in 1 contract

Samples: Merger Agreement (Maxim Integrated Products 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 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 Common Stock occurring on or after the date hereof and prior to the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Wits Basin Precious Minerals Inc)

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 Common Stock or Company Common Stock), reorganization, recapitalizationreclassification, 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 1 contract

Samples: Merger Agreement (Liberate Technologies)

Adjustments to Exchange Ratio. The Exchange Ratio exchange ratios determined 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 1 contract

Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)

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 StockOrdinary Shares), reorganization, recapitalizationreclassification, reclassification recapitalization or other like change with respect to Parent Broadcom Common Stock or Company Common Stock occurring on or Ordinary Shares the effective date of which occurs after the date hereof and prior to the Effective TimeClosing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Broadcom 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 Herley Common Stock or Company Common Metraplex Xxxital Stock), reorganization, recapitalization, reclassification recapitalization or other like change with respect to Parent Herley Common Stock or Company Common Metraplex Xxxxxxl Stock occurring on or after the date hereof and prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Herley Industries Inc /New)

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)dividend, reorganization, recapitalization, reclassification or other like change with respect to Parent Common Stock PBC common stock or Company Common Stock common stock occurring on or after the date hereof and prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Juniper Networks Inc)

Adjustments to Exchange Ratio. The Common Exchange Ratio shall be adjusted appropriately 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 Camworks Common Stock), reorganization, recapitalization, reclassification or other like change with respect to capital stock of Parent Common Stock or Company Common Stock Camworks occurring on or after the date hereof and prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Zamba 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 New Focus Common Stock or Company Common Stock), reorganization, recapitalizationreclassification, reclassification recapitalization or other like change with respect to Parent New Focus Common Stock or Company Common Stock occurring on or the effective date of which occurs after the date hereof and prior to the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (New Focus 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

Samples: Merger Agreement (Kla Instruments 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 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. In addition the Exchange Ratio shall be subject to adjustment as set forth in Section 1.7 below.

Appears in 1 contract

Samples: Merger Agreement (Primus Knowledge Solutions 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 splitsplit (including the Reverse Stock Split contemplated by this Agreement), 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 Capital Stock or issuance of Parent Common Stock or Company Capital Stock occurring on or after the date hereof and prior to the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (DropCar, Inc.)

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 BRAVO Common Stock or Company POINT BREAK Common Stock), reorganization, recapitalizationreclassification, reclassification recapitalization or other like change with respect to Parent BRAVO Common Stock or Company POINT BREAK Common Stock occurring on or Stock, the effective date of which occurs after the date hereof and prior to the Effective Time.

Appears in 1 contract

Samples: Share Exchange Agreement (Bravo Resources LTD)

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 Zoi 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 Company Common Stock or Company Zoi Common Stock occurring on or after the date hereof and prior to the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Cet Services 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 Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.to

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cardiovascular 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 Common Stock or Company Common Stock), reorganization, recapitalization, reclassification or other like change with respect to the 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 1 contract

Samples: Merger Agreement (Emtec Inc/Nj)

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 Agreement Date and prior to the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Arabian American Development Co)

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