Common use of Capitalization Changes Clause in Contracts

Capitalization Changes. If, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock shall have been changed into a different number of shares or a different class by reason of any reclassification, recapitalization, split-up, combination, exchange of shares, or stock dividend, the Conversion Fraction and all per-share price amounts and calculations set forth in this Agreement shall be appropriately adjusted.

Appears in 4 contracts

Samples: Merger Agreement (Physio Control International Corp \De\), Merger Agreement (Medtronic Inc), Merger Agreement (Medtronic Inc)

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Capitalization Changes. If, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock shall have been are changed into a different number of shares or a different class by reason of any reclassification, recapitalization, stock-split-up, combination, exchange of shares, stock dividend or stock dividendsimilar change in the capitalization of Parent, the Conversion Fraction and all per-share price amounts and calculations set forth in this Agreement shall will be appropriately adjusted.

Appears in 4 contracts

Samples: Merger Agreement (Entreport Corp), Merger Agreement (PivX Solutions, Inc.), Merger Agreement (Entreport Corp)

Capitalization Changes. If, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock shall have been changed into a different number of shares or a different class by reason of any reclassification, subdivision, recapitalization, split-up, combination, exchange of shares, or stock dividend, the Conversion Fraction Ratio and all per-share price amounts and calculations set forth in this Agreement shall be appropriately adjustedadjusted to reflect such reclassification, subdivision, recapitalization, split-up, combination, exchange of shares or stock dividend.

Appears in 2 contracts

Samples: Merger Agreement (Medtronic Inc), Merger Agreement (Sofamor Danek Group Inc)

Capitalization Changes. If, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock shall will have been changed into a different number of shares or a different class by reason of any reclassification, recapitalization, split-up, combination, exchange of shares, stock dividend or stock dividendsimilar action, the Conversion Fraction and all per-share price amounts and calculations exchange ratios set forth in this Agreement shall herein will be appropriately adjusted.

Appears in 1 contract

Samples: Merger Agreement (Xbox Technologies Inc)

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Capitalization Changes. If, between the date of this Agreement and the Effective TimeDate, the outstanding shares of Parent Common Stock shall have been changed into a different number of shares or a different class by reason of any reclassification, recapitalization, split-up, combination, exchange of shares, or stock dividend, the Conversion Fraction and all per-share price amounts and calculations Exchange Ratio set forth in this Agreement shall be appropriately adjusted. If the number of outstanding shares of Company Common Stock on the Effective Date is not 21,900 shares, the Exchange Ratio set forth in this Agreement shall be appropriately adjusted.

Appears in 1 contract

Samples: Merger Agreement (Hanger Orthopedic Group Inc)

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