Adjustments to Prevent Dilution. In the event that prior to the Effective Time there is a change in the number of Company Shares or shares of Parent Common Stock or securities convertible or exchangeable into or exercisable for Company Shares or shares of Parent Common Stock issued and outstanding as a result of a distribution, reclassification, stock split (including a reverse 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 eliminate the effects of such event on the Merger Consideration.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Stifel Financial Corp), Agreement and Plan of Merger (Thomas Weisel Partners Group, Inc.), Agreement and Plan of Merger (Equifax Inc)
Adjustments to Prevent Dilution. In the event that prior to the Effective Time there is a change in Company changes the number of Company Shares or shares of Parent Common Stock or securities convertible or exchangeable into or exercisable for Company Shares any such Shares, or Parent changes the number of shares of Parent Common Stock Stock, in each case issued and outstanding prior to the First Effective Time as a result of a distribution, 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 eliminate the effects of such event on the Merger Consideration.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (Time Warner Inc.)
Adjustments to Prevent Dilution. In the event that prior to the Effective Time there is a change in Company changes the number of Company Shares or securities convertible or exchangeable into or exercisable for any such Shares, or Parent changes the number of shares of Parent Series C Common Stock or securities convertible or exchangeable into or exercisable for Company Shares or shares of Parent any such Series C Common Stock Stock, 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, subdivision, issuer tender or exchange offer, or other similar transaction, the Merger Consideration shall be equitably adjusted to eliminate the effects of such event on the Merger Consideration.
Appears in 4 contracts
Samples: Voting Agreement (Newhouse Broadcasting Corp), Voting Agreement (Discovery Communications, Inc.), Agreement and Plan of Merger (Scripps Networks Interactive, Inc.)
Adjustments to Prevent Dilution. In the event that prior to the Effective Time there is a change in Company changes the number of Company Shares or securities convertible or exchangeable into or exercisable for Shares, or Parent changes the number of shares of Parent Common Stock or securities convertible or exchangeable into or exercisable for Company Shares or shares of Parent Common Stock Stock, issued and outstanding prior to the Effective Time as a result of a distribution, reclassification, stock split (including a reverse 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 eliminate the effects of such event on the Merger Considerationappropriately adjusted.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (United Healthcare Corp), Agreement and Plan of Reorganization and Merger (Medical Resources Management Inc), Agreement and Plan (Emergent Group Inc/Ny)
Adjustments to Prevent Dilution. In the event that prior to the Effective Time there is a change in the number of Company Shares or shares of Parent Common Stock or securities convertible or exchangeable into or exercisable for Company Shares or shares of Parent Common Stock issued and outstanding as a result of a distribution, reclassification, stock split (including a reverse split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Merger Consideration or the consideration described in Section 3.05, as applicable, shall be equitably adjusted to eliminate the effects of such event on the Merger ConsiderationConsideration or the consideration described in Section 3.05, as applicable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kbw, Inc.), Agreement and Plan of Merger (Stifel Financial Corp)
Adjustments to Prevent Dilution. In the event that prior to the Effective Time there is a change in Company changes the number of shares of Company Shares Common Stock or securities convertible or exchangeable into or exercisable for any such shares of Company Common Stock, or Parent changes the number of shares of Parent Common Stock or securities convertible or exchangeable into or exercisable for Company Shares or any such shares of Parent Common Stock Stock, 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, subdivision, issuer tender or exchange offer, or other similar transaction, the Merger Consideration shall be equitably adjusted to eliminate the effects of such event on the Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stewart Information Services Corp), Agreement and Plan of Merger (Fidelity National Financial, Inc.)
Adjustments to Prevent Dilution. In the event that prior to the Effective Time there is a change in Company changes the number of Company Shares or securities convertible or exchangeable into or exercisable for any such Shares, or Parent changes the number of shares of Parent Common Stock or securities convertible or exchangeable into or exercisable for Company Shares or shares of any such Parent Class A Common Stock Stock, 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, subdivision, issuer tender or exchange offer, or other similar transaction, the Merger Consideration shall be equitably adjusted to eliminate the effects of such event on the Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Twilio Inc), Agreement and Plan of Merger and Reorganization (SendGrid, Inc.)
Adjustments to Prevent Dilution. In the event that prior to the Effective Time there is a change in Company changes the number of Company Shares or securities convertible or exchangeable into or exercisable for any such Shares, or Parent changes the number of shares of Parent Common Stock or securities convertible or exchangeable into or exercisable for Company Shares or shares of any such Parent Common Stock Stock, 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, subdivision, issuer tender or exchange offer, or other similar transaction, the Merger Consideration shall be equitably adjusted to eliminate the effects of such event on the Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Engility Holdings, Inc.), Agreement and Plan of Merger (Science Applications International Corp)
Adjustments to Prevent Dilution. In the event that prior to the Effective Time there is a change in Company changes the number of Company Shares or securities convertible or exchangeable into or exercisable for any such Shares, or Parent changes the number of shares of Parent Common Stock or securities convertible or exchangeable into or exercisable for Company Shares or shares of any such Parent Common Stock Stock, 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, reorganization, subdivision, issuer tender or exchange offer, or other similar transaction, the Merger Consideration shall be equitably adjusted to eliminate the effects of such event on the Merger Consideration.
Appears in 1 contract
Adjustments to Prevent Dilution. In the event that prior to the Effective Time there is a change in Company or Parent changes the number of Company Shares or shares of Company Common Stock or Parent Common Stock Stock, or securities convertible or exchangeable into or exercisable for Company Shares or shares of Company Common Stock or Parent Common Stock Stock, as applicable, 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, subdivision, issuer tender or exchange offer, or other similar transaction, the Merger Consideration shall be equitably adjusted to eliminate the effects of reflect such event on the Merger Considerationchange.
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