Adjustments to Prevent Dilution. Subject to the restrictions contained in Section 5.1, in the event that the Company changes the number of 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 Merger Consideration shall be proportionately adjusted to reflect such change.
Appears in 5 contracts
Samples: Merger Agreement (Providence & Worcester Railroad Co/Ri/), Agreement and Plan of Merger (Railamerica Inc /De), Agreement and Plan of Merger (Genesee & Wyoming Inc)
Adjustments to Prevent Dilution. Subject to Notwithstanding the restrictions contained in Section 5.1, in the event that the Company changes the number of Shares 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 Merger Consideration shall be proportionately adjusted to reflect such change.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Manatron Inc), Agreement and Plan of Merger (Smithkline Beecham Corp), Agreement and Plan of Merger (Corixa Corp)
Adjustments to Prevent Dilution. Subject to the restrictions contained in Section 5.16.01, in the event that the Company changes the number of 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 Merger Consideration shall be proportionately adjusted to reflect such change.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (CF Corp), Agreement and Plan of Merger (Fidelity & Guaranty Life)
Adjustments to Prevent Dilution. Subject to the restrictions contained in compliance with Section 5.16.1, 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 proportionately adjusted to reflect such changeequitably adjusted.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hilton Hotels Corp), Agreement and Plan of Merger (Ust Inc), Agreement and Plan of Merger (Altria Group, Inc.)
Adjustments to Prevent Dilution. Subject to Notwithstanding the restrictions contained in Section 5.1, in the event that the Company changes the number of Shares 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 Merger Consideration shall be proportionately adjusted to reflect such change.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Emergent BioSolutions Inc.), Agreement and Plan of Merger and Reorganization (Trubion Pharmaceuticals, Inc)
Adjustments to Prevent Dilution. Subject to the restrictions contained set forth in Section 5.16.01, in the event that the Company changes the number of 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 Merger Consideration shall be proportionately adjusted to reflect such change.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vericity, Inc.), Agreement and Plan of Merger (Vericity, Inc.)
Adjustments to Prevent Dilution. Subject to Without limiting the restrictions contained in provisions of Section 5.16.1, in the event that prior to the Effective Time the Company changes the number of Common Shares issued and outstanding prior to the Effective Time or securities convertible or exchangeable into or exercisable for Common Shares 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, subdivision or other similar transaction, the Merger Consideration shall be proportionately adjusted to reflect such changeequitably adjusted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Orion Capital Corp), Agreement and Plan of Merger (Royal Group Inc/)
Adjustments to Prevent Dilution. Subject to Notwithstanding the restrictions contained in Section 5.1, in the event that the Company changes the number of Shares shares of Company Stock, or securities convertible or exchangeable into or exercisable for shares of Company Stock, issued and outstanding on or after the date hereof and 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 proportionately adjusted to reflect such change.
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Adjustments to Prevent Dilution. Subject to the restrictions contained in Section 5.16.01, in the event that the Company changes the number of 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 Merger Consideration shall be proportionately adjusted to reflect such change.
Appears in 1 contract
Adjustments to Prevent Dilution. Subject to the restrictions contained in Section 5.16.01, in the event that the Company changes the number of 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 Estimated Aggregate Non-Voting Share Merger Consideration and the Aggregate Merger Consideration shall each be proportionately adjusted to reflect such change.
Appears in 1 contract
Adjustments to Prevent Dilution. Subject to the restrictions contained in Section 5.1, in In the event that the Company changes the number of Shares issued and outstanding on or after the date hereof and 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 proportionately adjusted to reflect such change; provided that this Section 1.8 shall not affect or supersede the provisions of Section 4.1.
Appears in 1 contract
Samples: Agreement and Plan of Merger (True Religion Apparel Inc)
Adjustments to Prevent Dilution. Subject to the restrictions contained in Section 5.16.1, in the event that the Company changes the number of Shares 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 Offer Price and the Merger Consideration shall be proportionately adjusted to reflect such change.
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