Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjusted.
Appears in 33 contracts
Samples: Merger Agreement (Acorn International, Inc.), Merger Agreement (TerraForm Power, Inc.), Merger Agreement (Genworth Financial Inc)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares shares of Common Stock, or securities convertible or exchangeable into or exercisable for Shares shares of Common Stock, issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjustedadjusted to reflect such change.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Novartis Ag), Merger Agreement (Merck & Co Inc), Merger Agreement (Sirna Therapeutics Inc)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjustedadjusted to reflect such change and as so adjusted shall, from and after the date of such event, be the Per Share Merger Consideration.
Appears in 5 contracts
Samples: Merger Agreement (Blount International Inc), Merger Agreement (Jones Group Inc), Merger Agreement (Wolverine World Wide Inc /De/)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares shares of Company Common Stock or securities convertible or exchangeable into or exercisable for Shares shares of Company Common Stock issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjusted.
Appears in 5 contracts
Samples: Merger Agreement (NextWave Wireless Inc.), Merger Agreement (SGX Pharmaceuticals, Inc.), Merger Agreement (Iomai Corp)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably ratably adjusted.
Appears in 4 contracts
Samples: Merger Agreement (Shire PLC), Merger Agreement (Dyax Corp), Merger Agreement (Optimer Pharmaceuticals Inc)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares Shares, or securities convertible or exchangeable into or exercisable for Shares Shares, issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Per Share Common Stock Merger Consideration or the Preferred Stock Merger Consideration, as the case may be, shall be equitably adjustedadjusted to reflect such change.
Appears in 4 contracts
Samples: Merger Agreement (At&t Wireless Services Inc), Agreement and Plan of Merger (Cingular Wireless LLC), Agreement and Plan of Merger (Cingular Wireless LLC)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares shares of Company Common Stock or securities convertible or exchangeable into or exercisable for Shares shares of Company Common Stock issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjusted.
Appears in 4 contracts
Samples: Merger Agreement (Computer Associates International Inc), Merger Agreement (Computer Associates International Inc), Merger Agreement (Niku Corp)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, offer or other similar transaction, the Per Share Merger Consideration shall be equitably adjusted.
Appears in 3 contracts
Samples: Merger Agreement (Command Security Corp), Merger Agreement (Vertrue Inc), Merger Agreement (Life Sciences Research Inc)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, merger or other similar extraordinary transaction, the Per Share Merger Consideration shall be equitably adjusted.
Appears in 3 contracts
Samples: Merger Agreement (Stealth Acquisition Corp.), Merger Agreement (Boston Communications Group Inc), Merger Agreement (Safenet Inc)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Offer Price and the Per Share Merger Consideration shall be equitably adjusted.
Appears in 3 contracts
Samples: Merger Agreement (Idenix Pharmaceuticals Inc), Merger Agreement (Genlyte Group Inc), Merger Agreement (Varsity Group Inc)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjusted.
Appears in 3 contracts
Samples: Merger Agreement (Insight Enterprises Inc), Merger Agreement (Datalink Corp), Merger Agreement (American Safety Insurance Holdings LTD)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares shares of Common Stock or securities convertible or exchangeable into or exercisable for Shares Common Stock issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Offer Price and the Per Share Merger Consideration shall be equitably adjusted.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Bank of Tokyo - Mitsubishi Ufj, LTD), Merger Agreement (Unionbancal Corp), Merger Agreement (Mitsubishi Ufj Financial Group Inc)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares shares of Company Common Stock, or securities convertible or exchangeable into or exercisable for Shares shares of Company Common Stock, issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offersubdivision, or other similar transaction, the Per Share Merger Consideration shall will be equitably adjustedadjusted to reflect such change.
Appears in 2 contracts
Samples: Merger Agreement (Wayne Bancorp Inc /Oh/), Merger Agreement (National Processing Inc)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend dividend, distribution or distributiondivision, recapitalization, merger, issuer tender offer or issuer exchange offer, offer or other similar transaction, the Offer Price and the Per Share Merger Consideration shall be equitably appropriately and proportionately adjusted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gilead Sciences Inc), Merger Agreement (Pharmasset Inc)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares Shares, or securities convertible or exchangeable into or exercisable for Shares Shares, issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjusted.
Appears in 2 contracts
Samples: Merger Agreement (Choicepoint Inc), Merger Agreement (Reed Elsevier PLC)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares shares of Common Stock or securities convertible or exchangeable into or exercisable for Shares Common Stock issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Per Offer Price and the Share Merger Exchange Consideration shall be equitably adjusted.
Appears in 2 contracts
Samples: Share Exchange Agreement (Res Care Inc /Ky/), Share Exchange Agreement (Res Care Inc /Ky/)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, offer or other similar transaction, the Per Share Merger Consideration shall be equitably adjusted, without duplication, to reflect such change and as so adjusted shall, from and after the date of such event, be the Per Share Merger Consideration.
Appears in 2 contracts
Samples: Merger Agreement (Zoltek Companies Inc), Merger Agreement (TPC Group Inc.)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Offer Price and the Per Share Merger Consideration shall be equitably appropriately and proportionately adjusted.
Appears in 2 contracts
Samples: Merger Agreement (Viking Systems Inc), Agreement and Plan of Merger (Conmed Corp)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend dividend, distribution or distributiondivision, recapitalization, merger, issuer tender offer or issuer exchange offer, offer or other similar transaction, the Per Share Offer Price and the Merger Consideration shall be equitably appropriately and proportionately adjusted.
Appears in 2 contracts
Samples: Merger Agreement (Amylin Pharmaceuticals Inc), Merger Agreement (Bristol Myers Squibb Co)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares Company Shares, or securities convertible or exchangeable into or exercisable for Shares Company Shares, issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjustedadjusted to reflect such change.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Actelion US Holding CO), Agreement and Plan of Merger (Cotherix Inc)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares shares of Company Common Stock or securities convertible or exchangeable into or exercisable for Shares Company Common Stock issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjusted.
Appears in 2 contracts
Samples: Merger Agreement (Midamerican Energy Holdings Co /New/), Merger Agreement (Constellation Energy Group Inc)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Common Shares or Preferred Shares or securities convertible or exchangeable into or exercisable for Common Shares or Preferred Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration and Preferred Merger Consideration shall be equitably adjustedadjusted to reflect such change.
Appears in 2 contracts
Samples: Merger Agreement (Francisco Partners II LP), Merger Agreement (Quadramed Corp)
Adjustments to Prevent Dilution. In the event that If the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall will be equitably adjusted to reflect such change and, as so adjusted, will, from and after the date of such event, be the Per Share Merger Consideration.
Appears in 2 contracts
Samples: Merger Agreement (G&k Services Inc), Merger Agreement (Cintas Corp)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjustedadjusted to reflect such change, and as so adjusted shall, from and after the date of such event be, the Per Share Merger Consideration.
Appears in 2 contracts
Samples: Merger Agreement (Dimensional Associates, LLC), Merger Agreement (Orchard Enterprises, Inc.)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, merger or other similar extraordinary transaction, the Merger Consideration and Per Share Merger Consideration Amount shall each be equitably adjusted.
Appears in 2 contracts
Samples: Merger Agreement (Titanium Asset Management Corp), Merger Agreement (X Rite Inc)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Common Shares or securities convertible or exchangeable into or exercisable for Common Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjustedadjusted to reflect such change and as so adjusted shall, from and after the date of such event, be the Per Share Merger Consideration.
Appears in 2 contracts
Samples: Merger Agreement (Rf Monolithics Inc /De/), Merger Agreement (Commscope Inc)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjustedadjusted to reflect such change.
Appears in 2 contracts
Samples: Merger Agreement (Mmi Companies Inc), Merger Agreement (Lg&e Energy Corp)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares Shares, issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjusted.
Appears in 2 contracts
Samples: Merger Agreement (Ceridian Corp), Merger Agreement (Abr Information Services Inc)
Adjustments to Prevent Dilution. In the event that the Company NORD changes the number of Shares shares of Common Stock, or securities convertible or exchangeable into or exercisable for Shares shares of Common Stock, issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, offer or other similar transaction, the Per Share Merger Consideration shall be equitably adjustedadjusted to reflect such change.
Appears in 1 contract
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares Common Shares, or securities convertible or exchangeable into or exercisable for Shares Common Shares, issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall will be equitably adjustedadjusted to reflect such change.
Appears in 1 contract
Samples: Merger Agreement (Uici)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, offer or other similar transaction, the Per Share Merger Consideration shall be equitably adjustedadjusted to reflect such change and as so adjusted shall, from and after the date of such event, be the Per Share Merger Consideration.
Appears in 1 contract
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares any such Shares, in each case issued and outstanding prior to the Effective Time as a result of a distribution, reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offersubdivision, or other similar transaction, the Per Share Merger Consideration shall be equitably adjustedadjusted to eliminate the effects of such event on the Merger Consideration.
Appears in 1 contract
Samples: Merger Agreement (Athenahealth Inc)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares shares of Company Common Stock or securities convertible or exchangeable into or exercisable for Shares shares of Company Common Stock issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjusted.
Appears in 1 contract
Samples: Merger Agreement (Mindel Laurence B)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration Price shall be equitably adjusted.
Appears in 1 contract
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares shares of Common Stock or securities convertible or exchangeable into or exercisable for Shares Common Stock issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, redemption, merger, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration per share of Common Stock shall be equitably adjusted.
Appears in 1 contract
Samples: Merger Agreement (Liberator Medical Holdings, Inc.)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjusted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Archipelago Holdings Inc)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, offer or other similar transaction, the Per Share Merger Consideration and any other amounts payable pursuant to this Agreement shall be equitably adjusted.
Appears in 1 contract
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjustedadjusted to reflect such change.
Appears in 1 contract
Samples: Merger Agreement (Sciquest Inc)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, provided that no such action shall be taken in violation of Section 6.1, the Per Share Merger Consideration shall be equitably adjusted.
Appears in 1 contract
Samples: Merger Agreement (Txu Corp /Tx/)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, and not in violation of Section 6.1, the Per Share Merger Consideration shall be equitably adjustedadjusted to reflect such change and as so adjusted shall, from and after the date of such event, be the Per Share Merger Consideration.
Appears in 1 contract
Samples: Merger Agreement (Dynegy Inc.)
Adjustments to Prevent Dilution. In the event that after the date hereof and prior to the Effective Time, the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, recapitalization or other similar transaction, the Per Share Merger Consideration shall be equitably adjusted.
Appears in 1 contract
Samples: Merger Agreement (Interwoven Inc)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Common Shares or securities convertible or exchangeable into or exercisable for Common Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjustedadjusted to reflect such change.
Appears in 1 contract
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a share consolidation, reclassification, stock share split (including a reverse stock share split), stock share dividend or distribution, recapitalization, amalgamation, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Amalgamation Consideration shall be equitably adjusted.
Appears in 1 contract
Samples: Transaction Agreement and Plan of Amalgamation (Intelsat LTD)
Adjustments to Prevent Dilution. In the event that If the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or stock distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjustedadjusted to reflect such change and as so adjusted shall, from and after the date of such event, be the Per Share Merger Consideration.
Appears in 1 contract
Samples: Merger Agreement (Immucor Inc)
Adjustments to Prevent Dilution. In the event that If the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjusted.
Appears in 1 contract
Samples: Merger Agreement (Surmodics Inc)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares shares of capital stock of the Company or securities convertible or exchangeable into or exercisable for Shares shares of capital stock of the Company issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjustedadjusted on a dollar-for-dollar or share-for-share basis.
Appears in 1 contract
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjusted to reflect such change and, as so adjusted, shall, from and after the date of such event, be the Per Share Merger Consideration.
Appears in 1 contract
Samples: Merger Agreement (Pharmaceutical Product Development Inc)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares shares of Common Stock or securities convertible or exchangeable into or exercisable for Shares shares of Common Stock issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjusted.
Appears in 1 contract
Samples: Merger Agreement (Energysouth Inc)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares shares of Common Stock or securities convertible or exchangeable into or exercisable for Shares Common Stock issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration per share of Common Stock shall be equitably adjusted.
Appears in 1 contract
Adjustments to Prevent Dilution. In the event that If the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares Shares, issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration Consideration, and any other dependent items, as applicable, shall be equitably adjustedadjusted and so adjusted shall, from and after the date of such event be the Per Share Merger Consideration or other dependent item, as applicable.
Appears in 1 contract
Samples: Merger Agreement (Golfsmith International Holdings Inc)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjustedadjusted to reflect such change and as so adjusted shall, from and after the date of such event, be the Per Share Merger Consideration.
Appears in 1 contract
Samples: Merger Agreement (Ims Health Inc)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjustedproportionately adjusted to reflect such change.
Appears in 1 contract
Samples: Merger Agreement (PBSJ Corp /Fl/)
Adjustments to Prevent Dilution. In the event that that, prior to the Effective Time, the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time outstanding, as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjustedadjusted to reflect such change and as so adjusted shall, from and after the date of such event, be the Per Share Merger Consideration.
Appears in 1 contract
Samples: Merger Agreement (Rue21, Inc.)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Expiration Date and/or the Effective Time Time, as applicable, as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Per Share Amount and the Per Share Merger Consideration shall be equitably adjusted.
Appears in 1 contract
Samples: Merger Agreement (Biomet Inc)
Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares shares of Common Stock, or securities convertible or exchangeable into or exercisable for Shares shares of Common Stock, issued and outstanding prior to the Effective Time Time, as applicable, as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration Consideration, as applicable, shall be equitably adjustedadjusted to reflect such change.
Appears in 1 contract
Samples: Merger Agreement (BMC Software Inc)