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: Agreement and Plan of Merger (API Technologies Corp.), Agreement and Plan of Merger (Spectrum Control Inc), Agreement and Plan of Merger (Viking Holdings LLC)
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: Agreement and Plan of Merger (American Medical Systems Holdings Inc), Agreement and Plan of Merger (American Medical Systems Holdings Inc), Agreement and Plan of Merger (Laserscope)
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: Agreement and Plan of Merger, Agreement and Plan of Merger (Fairpoint Communications Inc), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Enventis Corp), Agreement and Plan of Merger (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 (Digirad Corp), Agreement and Plan of Merger (ATRM Holdings, 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 2 contracts
Samples: Merger Agreement (Aytu Bioscience, Inc), Merger Agreement (Aytu Bioscience, Inc)
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: Agreement and Plan of Merger (Avangrid, Inc.), Agreement and Plan of Merger (Cellular Biomedicine Group, 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: Agreement and Plan of Merger (Surewest Communications), Agreement and Plan of Merger (Consolidated Communications Holdings, Inc.)
Adjustments to Prevent Dilution. Without limiting or derogating from the other provisions of Section 5.1 hereof, if, between the date of this Agreement, in the event that the Company changes the number of shares of Company Common Stock issued Agreement and outstanding prior to the Effective Time as a result of Time, there is a reclassification, stock split (including a reverse recapitalization, stock split), split-up, stock dividend or distributiondividend, recapitalization, merger, subdivision, issuer tender combination or exchange offerof shares with respect to, or other similar transactionrights issued in respect of, Company Common Stock, the Merger Consideration shall be equitably adjusted accordingly to reflect provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such changeevent.
Appears in 1 contract
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 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
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
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.)
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: Escrow Agreement (Nortek Inc)
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: Agreement and Plan of Merger (Flow International Corp)