Common use of Adjustments to Prevent Dilution Clause in Contracts

Adjustments to Prevent Dilution. Without limiting the other provisions of this Agreement, in the event that the Company changes the number of 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 Merger Consideration shall be equitably adjusted to reflect such change.

Appears in 4 contracts

Samples: Merger Agreement (API Technologies Corp.), Merger Agreement (Spectrum Control Inc), Merger Agreement (Viking Holdings LLC)

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Adjustments to Prevent Dilution. Without limiting the other provisions of this Agreement, in In the event that the Company changes the number of shares of Company Common Stock 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, merger or other similar extraordinary transaction, the Merger Consideration Price shall be equitably adjusted to reflect such change; provided that nothing herein shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement.

Appears in 3 contracts

Samples: Merger Agreement (Raven Acquisition Corp.), Merger Agreement (Danaher Corp /De/), Merger Agreement (Tektronix Inc)

Adjustments to Prevent Dilution. Without limiting the other provisions of this the Agreement, in the event that the Company changes the number of 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 Merger Consideration and the Equity Award Consideration shall be equitably adjusted to reflect eliminate the effect of such changechange on the Merger Consideration.

Appears in 3 contracts

Samples: Merger Agreement (Fairpoint Communications Inc), Merger Agreement (Consolidated Communications Holdings, Inc.), Merger Agreement

Adjustments to Prevent Dilution. Without limiting the other provisions of this the Agreement, in the event that the Company changes the number of shares of Company Common Stock issued and outstanding prior to the Offer or 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 Offer Price, the Merger Consideration and the Option Consideration shall be equitably adjusted to reflect such change.

Appears in 3 contracts

Samples: Merger Agreement (Laserscope), Merger Agreement (American Medical Systems Holdings Inc), Merger Agreement (American Medical Systems Holdings Inc)

Adjustments to Prevent Dilution. Without limiting the other provisions of this the Agreement, in the event that the Company changes the number of 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 Merger Consideration and other outstanding equity awards of the Company shall be equitably adjusted to reflect such change.

Appears in 2 contracts

Samples: Merger Agreement (Enventis Corp), Merger Agreement (Consolidated Communications Holdings, Inc.)

Adjustments to Prevent Dilution. Without limiting the other provisions of this the Agreement, in the event that the Company changes the number of shares of Company Common Stock Securities 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 Merger Consideration and outstanding equity awards of the Company shall be equitably adjusted to reflect such change.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (ATRM Holdings, Inc.), Merger Agreement (Digirad Corp)

Adjustments to Prevent Dilution. Without limiting the other provisions of this Agreement, in the event that the Company changes the number of 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 Merger Consideration consideration paid in accordance with this Agreement shall be equitably adjusted to reflect such change.

Appears in 2 contracts

Samples: Merger Agreement (Aytu Bioscience, Inc), Merger Agreement (Aytu Bioscience, Inc)

Adjustments to Prevent Dilution. Without limiting the other provisions of this the Agreement, in the event that the Company changes the number of 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 Merger Consideration and the Equity Award Consideration shall be equitably adjusted to reflect such change.

Appears in 2 contracts

Samples: Merger Agreement (Consolidated Communications Holdings, Inc.), Merger Agreement (Surewest Communications)

Adjustments to Prevent Dilution. Without limiting the other provisions of this Agreement, in the event that that, prior to the Effective Time, the Company changes the number of shares of Company Common Stock or securities convertible or exchangeable into or exercisable for shares of Common Stock 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 distributiondividend, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjusted to reflect such changechange 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 (Avangrid, Inc.), Merger Agreement (Cellular Biomedicine Group, Inc.)

Adjustments to Prevent Dilution. Without limiting the other provisions of this AgreementAgreement and except as set forth in the Charter Amendment, in the event that the Company changes the number of 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 Merger Consideration consideration paid in accordance with this Agreement shall be equitably adjusted to reflect such change.

Appears in 1 contract

Samples: Merger Agreement (AtriCure, Inc.)

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Adjustments to Prevent Dilution. Without limiting If between the other provisions date of this Agreement, in Agreement and the event that Effective Time the Company changes the number of outstanding shares of Company Common Stock issued and outstanding prior are changed into a different number of shares or a different class due to the Effective Time as a result of a any stock dividend, subdivision, reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, mergersplit, subdivisioncombination, issuer tender exchange of shares or exchange offer, or other similar transaction, then in any such case the Merger Consideration shall be equitably appropriately adjusted to reflect such changeaction.

Appears in 1 contract

Samples: Merger Agreement (Flow International Corp)

Adjustments to Prevent Dilution. Without limiting the other provisions of this Agreement, in the event that the Company changes the number of 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 Portion and/or the Merger Consideration shall be equitably adjusted to reflect such change.

Appears in 1 contract

Samples: Merger Agreement (Nortek Inc)

Adjustments to Prevent Dilution. Without limiting the other provisions of this the Agreement, in the event that the Company changes the number of 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 Merger Consideration and the Option Consideration shall be equitably adjusted to reflect such change.

Appears in 1 contract

Samples: Merger Agreement (Ivillage Inc)

Adjustments to Prevent Dilution. Without limiting the other provisions of this Agreement, in the event that the Company changes the number of 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 Merger Consideration consideration paid in accordance with this Agreement shall be equitably adjusted to reflect such change.

Appears in 1 contract

Samples: Merger Agreement (AtriCure, Inc.)

Adjustments to Prevent Dilution. Without limiting the other provisions of this Agreement, in the event that the Company changes the number of 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 Merger Consideration consideration paid in accordance with this Agreement shall be equitably adjusted to reflect such change.

Appears in 1 contract

Samples: Merger Agreement (Tornier N.V.)

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