Common use of Adjustments to Per Share Merger Consideration Clause in Contracts

Adjustments to Per Share Merger Consideration. The Per Share Merger Consideration shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Parent Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Parent Common Stock occurring on or after the date hereof and prior to the Effective Time.

Appears in 6 contracts

Samples: Merger Agreement and Plan of Reorganization (Progressive Care Inc.), Merger Agreement and Plan of Reorganization (NextPlat Corp), Merger Agreement and Plan of Reorganization (NextPlat Corp)

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Adjustments to Per Share Merger Consideration. The Per Share Merger Consideration shall be equitably adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Parent Common Stock)dividend, reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Parent Acquiror Common Stock, the Company Stock occurring on or after the date hereof and prior to the Effective Time; provided, however, that this Section 3.02(e) shall not be construed to permit Acquiror or the Company to take any actions with respect to its securities that is prohibited by this Agreement.

Appears in 3 contracts

Samples: Business Combination Agreement and Plan of Reorganization (DHC Acquisition Corp.), Business Combination Agreement and Plan of Reorganization (DHC Acquisition Corp.), Letter Agreement (BioPlus Acquisition Corp.)

Adjustments to Per Share Merger Consideration. The Per Share Merger Consideration shall be equitably 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 shares of Parent Common StockStock or Company Shares), extraordinary cash dividends, reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Parent Common Stock or Company Shares occurring on or after the date hereof and prior to the Effective Time.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Precise Software Solutions LTD), Agreement and Plan of Merger (Veritas Software Corp /De/)

Adjustments to Per Share Merger Consideration. The Per Share Merger Consideration shall be equitably adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Parent Common Stock)dividend, reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Parent Common Kensington or Company Capital Stock occurring on or after the date hereof of this Agreement and prior to the Merger Effective Time.

Appears in 2 contracts

Samples: Business Combination Agreement (Wallbox N.V.), Business Combination Agreement (Kensington Capital Acquisition Corp. II)

Adjustments to Per Share Merger Consideration. The Per Share Merger Consideration shall be equitably adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Parent Common Stock)dividend, reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Parent Common Stock SPAC Shares or Company Shares occurring on or after the date hereof of this Agreement and prior to the Merger Effective Time.

Appears in 2 contracts

Samples: Business Combination Agreement (Home Plate Acquisition Corp), Business Combination Agreement (Home Plate Acquisition Corp)

Adjustments to Per Share Merger Consideration. The Per Share Merger Consideration shall be equitably adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Parent Common Stock)dividend, reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Parent Common Stock Purchaser Ordinary Shares or Company Shares occurring on or after the date hereof of this Agreement and prior to the Merger Effective Time.

Appears in 1 contract

Samples: Business Combination Agreement (GoGreen Investments Corp)

Adjustments to Per Share Merger Consideration. The Per Share Merger Consideration shall be equitably adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Parent Common Stock)dividend, reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Parent Common Stock SPAC Shares or Company Shares (including the Recapitalization) occurring on or after the date hereof of this Agreement and prior to the Merger Effective Time.

Appears in 1 contract

Samples: Business Combination Agreement (Air Water Co)

Adjustments to Per Share Merger Consideration. The Per Share Merger Consideration shall be equitably adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Parent Common Stock)dividend, reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Parent the Purchaser Common Stock or the Purchaser Preferred Stock occurring on or after the date hereof of this Agreement and prior to the Effective TimeTime (but, for the avoidance of doubt, shall not be adjusted to reflect any change in the capitalization of the Company, except to the extent expressly set forth in the definition of “Exchange Ratio” and its components).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Panacea Acquisition Corp)

Adjustments to Per Share Merger Consideration. The Per Share Merger Consideration shall be equitably adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Parent Common Stock)dividend, reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Parent DCRB Class A Common Stock occurring on or after the date hereof and prior to the Effective Time.

Appears in 1 contract

Samples: Business Combination Agreement and Plan of Reorganization (Decarbonization Plus Acquisition Corp)

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Adjustments to Per Share Merger Consideration. The Per Share Merger Consideration consideration described in Section 1.6(a)(i) hereof, and any other applicable numbers or amounts shall be equitably adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Parent Common StockCompany Units), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares reclassification or other like change with respect to shares of Parent Common Stock Company Units occurring or having a record date on or after the date hereof and prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Digital Music Group, Inc.)

Adjustments to Per Share Merger Consideration. The Per Share Merger Consideration shall be equitably adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Parent Common Stock)dividend, reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Parent the Acquiror 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 (Roth CH Acquisition II Co)

Adjustments to Per Share Merger Consideration. The Per Share Merger Consideration shall be equitably adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Parent Company Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares reclassification or other like change with respect to shares of Parent Company Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vantagemed Corp)

Adjustments to Per Share Merger Consideration. The Per Share Merger Consideration shall be equitably adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Parent Common Stock)dividend, reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Parent Rxxx Common Stock occurring on or after the date hereof of this Agreement and prior to the Effective Time.

Appears in 1 contract

Samples: Business Combination Agreement (Roth CH Acquisition v Co.)

Adjustments to Per Share Merger Consideration. The Per Share Merger Consideration and any other applicable numbers or amounts shall be equitably adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Parent Common Company Capital Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares reclassification or other like change with respect to shares of Parent Common Company Capital Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Clicksoftware Technologies LTD)

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