Common use of Adjustments to Prevent Dilution Clause in Contracts

Adjustments to Prevent Dilution. In the event that prior to the Effective Time, solely as a result of a reclassification, combination, stock split (including a reverse stock split), stock dividend or stock distribution which in any such event is made on a pro rata basis to all holders of Company Stock, there is a change in the number of shares of Company Stock outstanding or issuable upon the conversion, exchange or exercise of securities or rights convertible or exchangeable or exercisable for shares of Company Stock, then the Merger Consideration shall be equitably adjusted to eliminate the effects of such event.

Appears in 5 contracts

Samples: Merger Agreement, Merger Agreement (Mod Pac Corp), Merger Agreement (Mod Pac Corp)

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Adjustments to Prevent Dilution. In the event that at any time subsequent to the date hereof and prior to the Effective Time, solely as a result of a reclassification, combination, stock split (including a reverse stock split), stock dividend or stock distribution which in any such event is made on a pro rata basis to all holders of Company Stock, Time there is a change in the number of shares of Company Stock outstanding Shares or issuable upon the conversion, exchange or exercise of securities or rights convertible or exchangeable into or exercisable for shares Company Shares issued and outstanding as a result of Company Stocka distribution, then 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 eventevent on the Merger Consideration.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Hudson Holding Corp), Merger Agreement (Hudson Holding Corp), Merger Agreement (Rodman & Renshaw Capital Group, Inc.)

Adjustments to Prevent Dilution. In the event that prior to the Effective Time, solely as a result of a reclassification, combination, stock split (including including, without limitation, a reverse stock split), stock dividend or stock distribution which in any such event is made on a pro rata basis to all holders of Company Stock, there is a change in the number of shares of Company Stock outstanding or issuable upon the conversion, exchange or exercise of securities or rights convertible or exchangeable or exercisable for shares of Company Stock, then the Merger Consideration shall be equitably adjusted to eliminate the effects of such event.

Appears in 2 contracts

Samples: Merger Agreement (Cablevision Systems Corp /Ny), Merger Agreement (Cablevision Systems Corp /Ny)

Adjustments to Prevent Dilution. In the event that prior to the Effective Time, solely as a result of a reclassification, combination, stock split (including a reverse stock split), stock dividend or stock distribution which in any such event is made on a pro rata basis to all holders of Company StockShares, there is a change in the number of shares of Company Stock Shares outstanding or issuable upon the conversion, exchange or exercise of securities or rights convertible or exchangeable or exercisable for shares of Company StockShares, then the Merger Consideration shall be equitably adjusted to eliminate the effects of such event.

Appears in 2 contracts

Samples: Merger Agreement (Frederick's of Hollywood Group Inc /Ny/), Merger Agreement (FOHG Holdings, LLC)

Adjustments to Prevent Dilution. In the event that prior to the Effective Time, solely as a result of a reclassification, combination, stock split (including a reverse stock split), or stock dividend or stock distribution which in any such event is distribution, made on a pro rata basis to all holders of Company Stockstock of the entity making such a stock dividend or stock distribution, there is a change in the number of Company Shares or shares of Company Parent Common Stock outstanding or issuable upon the conversion, exchange or exercise of securities or rights convertible or exchangeable into or exercisable for Company Shares or shares of Company Parent Common Stock, then the Merger Consideration Exchange Ratio shall be equitably adjusted to eliminate the effects of such event.

Appears in 1 contract

Samples: Merger Agreement (Union Carbide Corp /New/)

Adjustments to Prevent Dilution. In the event that prior to the Effective Time, solely as a result of a reclassification, combination, stock split (including a reverse stock split), stock dividend or stock distribution which in any such event is made on a pro rata basis to all holders of Company StockHolders, there is a change in the number of shares of Company Common Stock outstanding or issuable upon the conversion, exchange or exercise of securities or rights convertible or exchangeable or exercisable for shares of Company Common Stock, then the Merger Consideration Consideration, the Option Cash Out and the Warrant Cash Out shall each be equitably adjusted to eliminate the effects of such event.

Appears in 1 contract

Samples: Merger Agreement (JLM Industries Inc)

Adjustments to Prevent Dilution. In the event that prior to the Effective Time, solely as a result of a reclassification, combination, stock split (including a reverse stock split), stock dividend or stock distribution which in any such event is made on a pro rata basis to all holders of Company StockHolders, there is a change in the number of shares of Company Common Stock outstanding or issuable upon the conversion, exchange or exercise of securities or rights convertible or exchangeable or exercisable for shares of Company Common Stock, then the Merger Consideration and the Option Cash Out shall each be equitably adjusted to eliminate the effects of such event.

Appears in 1 contract

Samples: Merger Agreement (Bway Corp)

Adjustments to Prevent Dilution. In the event that prior to the Effective Time, solely as a result of a reclassification, combination, stock split (including a reverse stock split), stock dividend or stock distribution which in any such event is made on a pro rata basis to all holders of Company Stock, there is a change in the number of shares of Company Stock outstanding or issuable upon the conversion, exchange or exercise of securities or rights convertible or exchangeable or exercisable for shares of Company Stock, then the Merger Consideration shall be equitably adjusted to eliminate the effects of such event.

Appears in 1 contract

Samples: Merger Agreement (Insight Communications Co Inc)

Adjustments to Prevent Dilution. In the event that prior to the Effective Time, solely as a result of a reclassification, combination, stock split (including a reverse stock split), stock dividend or stock distribution which in any such event is made on a pro rata basis to all holders of Company Common Stock, there is a change in the number of shares of Company Common Stock outstanding or issuable upon the conversion, exchange or exercise of securities or rights convertible or exchangeable or exercisable for shares of Company Common Stock, then the Merger Consideration shall be equitably adjusted to eliminate the effects of such event.

Appears in 1 contract

Samples: Merger Agreement (Mediacom Communications Corp)

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Adjustments to Prevent Dilution. In the event that prior to the Effective Time, solely as a result of a reclassification, combination, stock split (including a reverse stock split), or stock dividend or stock distribution which in any such event is distribution, made on a pro rata basis to all holders of Company Stockany class of stock of the Company, there is a change in the number of shares of Company Common Stock outstanding or issuable upon the conversion, exchange or exercise of securities or rights convertible or exchangeable into or exercisable for shares of Company Stock, Common Stock then the Merger Consideration shall and Option Consideration will each be equitably adjusted to eliminate the effects of such event.

Appears in 1 contract

Samples: Merger Agreement (Thousand Trails Inc /De/)

Adjustments to Prevent Dilution. In the event that If prior to the Effective Time, solely as a result of a reclassification, combination, stock split (including a reverse stock split), stock dividend or dividend, stock distribution or similar event which in any such event is made on a pro rata basis to all holders of Company Common Stock, there is a change in the number of shares of Company Common Stock outstanding or issuable upon the conversion, exchange or exercise of securities or rights convertible or exchangeable or exercisable for shares of Company Common Stock, then the Merger Consideration shall be equitably adjusted to eliminate the effects of such event.

Appears in 1 contract

Samples: Merger Agreement (Tripath Imaging Inc)

Adjustments to Prevent Dilution. In the event that prior to the Effective Time, solely as a result of a reclassification, combination, stock split (including a reverse stock split), or stock dividend or stock distribution which in any such event is distribution, made on a pro rata basis to all holders of Company Stocksuch class of stock of the entity making such a stock dividend or stock distribution, there is a change in the number of Preferred Shares or shares of Company Parent Common Stock outstanding or issuable upon the conversion, exchange or exercise of securities or rights convertible or exchangeable or exercisable for shares of Company Stockoutstanding, then the applicable Merger Consideration to which a person is entitled shall be equitably adjusted to eliminate the effects of such event.

Appears in 1 contract

Samples: Merger Agreement (Ball Corp)

Adjustments to Prevent Dilution. In the event that prior to the Effective Time, solely as a result of a reclassification, combination, stock split (including a reverse stock split), stock dividend or stock distribution which that in any such event is made on a pro rata basis to all holders of Company Stock, there is a change in the number of shares of Company Stock outstanding or issuable upon the conversion, exchange or exercise of securities or rights convertible or exchangeable or exercisable for shares of Company Stock, then the Merger Cash Consideration shall be equitably adjusted to eliminate the effects of such event.

Appears in 1 contract

Samples: Plan of Reorganization (Altrust Financial Services Inc)

Adjustments to Prevent Dilution. In the event that prior to the Effective Time, solely as a result of a reclassification, combination, stock split (including a reverse stock split), stock dividend or stock distribution which in any such event is made on a pro rata basis to all holders of Company Stockholders, there is a change in the number of shares of Company Common Stock outstanding or issuable upon the conversion, exchange or exercise of securities or rights convertible or exchangeable or exercisable for shares of Company Common Stock, then the Merger Consideration and the Cash Amount (as defined in Section 6.04) shall each be equitably adjusted to eliminate the effects of such event.

Appears in 1 contract

Samples: Merger Agreement (Del Laboratories Inc)

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