Common use of Change in Shares Clause in Contracts

Change in Shares. If between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.

Appears in 5 contracts

Samples: Merger Agreement (Beverly Enterprises Inc), Merger Agreement (Harrahs Entertainment Inc), Merger Agreement (T/R Systems Inc)

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Change in Shares. If between the date of this Agreement and the Effective Time Time, the outstanding shares of Company Common Stock or Parent Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or combination, exchange of sharesshares or other similar event or transaction, the Merger Consideration Exchange Ratio shall be correspondingly equitably adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or combination, exchange of sharesshares or other similar event or transaction.

Appears in 4 contracts

Samples: Merger Agreement (Pfsweb Inc), Merger Agreement (Zhone Technologies Inc), Merger Agreement (Ecost Com Inc)

Change in Shares. If between the date of this Agreement and the Effective Time Time, the outstanding shares of Company Common Stock Shares, or securities convertible or exchangeable into or exercisable for Shares, shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or reverse split, combination, exchange of sharesshares or any other similar transaction, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or reverse split, combination, exchange of sharesshares or other similar transaction.

Appears in 3 contracts

Samples: Merger Agreement, Merger Agreement (Quest Diagnostics Inc), Merger Agreement (Celera CORP)

Change in Shares. If between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock or Company Series B Preferred Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.

Appears in 3 contracts

Samples: Merger Agreement (Medical Device Alliance Inc), Merger Agreement (Arthrocare Corp), Merger Agreement (Arthrocare Corp)

Change in Shares. If If, between the date of this Agreement and the Effective Time Time, the outstanding shares of Company Common Stock shall have been changed into into, or exchanged for, a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, reorganization, recapitalization, split, combination combination, contribution or exchange of shares, the Offer Price and the Merger Consideration shall be correspondingly adjusted to reflect provide the holders of Company Common Stock and Company Options, the same economic effect as contemplated by this Agreement prior to such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesevent.

Appears in 2 contracts

Samples: Merger Agreement (United Industrial Corp /De/), Merger Agreement (Textron Inc)

Change in Shares. If If, between the date of this Agreement and the Effective Time Time, the outstanding shares of Parent Common Stock or Company Common Stock shall have been changed into into, or exchanged for, a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Merger Consideration Consideration, the Exchange Ratio and the Option Exchange Ratio shall be correspondingly adjusted to reflect provide the holders of Company Common Stock and Company Stock Options the same economic effect as contemplated by this Agreement prior to such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesevent.

Appears in 2 contracts

Samples: Merger Agreement (Inamed Corp), Merger Agreement (Medicis Pharmaceutical Corp)

Change in Shares. If between the date of this Agreement and the Effective Time the outstanding shares of Parent Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration Exchange Ratio shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.

Appears in 2 contracts

Samples: Merger Agreement (DG FastChannel, Inc), Merger Agreement (Enliven Marketing Technologies Corp)

Change in Shares. If If, between the date of this Agreement and the Effective Time Time, the outstanding shares of Parent Common Stock or Company Common Stock shall have been changed into into, or exchanged for, a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration Conversion Ratio shall be correspondingly adjusted adjusted, if necessary, to reflect provide the holders of Company Common Stock, Company Options and Company Warrants the same economic effect as contemplated by this Agreement prior to such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesevent.

Appears in 2 contracts

Samples: Merger Agreement (Ostex International Inc /Wa/), Merger Agreement (Inverness Medical Innovations Inc)

Change in Shares. If between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Exchange Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.

Appears in 2 contracts

Samples: Merger Agreement (Vintage Capital Group, LLC), Merger Agreement (Caprius Inc)

Change in Shares. If between the date of this Agreement and the Effective Time Time, the outstanding shares of Company Common Stock or Parent Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of a class of shares, the Merger Consideration Exchange Ratio shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.

Appears in 2 contracts

Samples: Merger Agreement (Zhone Technologies Inc), Merger Agreement (Sorrento Networks Corp)

Change in Shares. If If, between the date of this Agreement and the Effective Time Time, the outstanding shares of Parent Common Stock or Company Common Stock shall have been changed into into, or exchanged for, a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration Exchange Ratio and the Option Exchange Ratio shall be correspondingly adjusted to reflect provide the holders of Company Common Stock and Company Options the same economic effect as contemplated by this Agreement prior to such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesevent.

Appears in 2 contracts

Samples: Merger Agreement (Immunex Corp /De/), Merger Agreement (Amgen Inc)

Change in Shares. If If, between the date of this Agreement and the Effective Time Time, the outstanding shares of Parent Common Stock or Company Common Stock shall have been changed into into, or exchanged for, a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, reorganization, recapitalization, split, combination combination, contribution or exchange of shares, the Merger Consideration Exchange Ratio and Cash Consideration, as applicable, shall be correspondingly adjusted to reflect provide the holders of Company Common Stock and Company Options the same economic effect as contemplated by this Agreement prior to such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesevent.

Appears in 2 contracts

Samples: Merger Agreement (Integrated Circuit Systems Inc), Merger Agreement (Integrated Device Technology Inc)

Change in Shares. If If, between the date of this Agreement and the Effective Time Time, the outstanding shares of Parent Common Stock or Company Common Stock shall have been changed into into, or exchanged for, a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, reorganization, recapitalization, split, combination combination, contribution or exchange of shares, the Merger Consideration Exchange Ratio shall be correspondingly adjusted to reflect provide the holders of Company Common Stock and Company Options the same economic effect as contemplated by this Agreement prior to such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesevent.

Appears in 2 contracts

Samples: Merger Agreement (Variagenics Inc), Merger Agreement (Hyseq Inc)

Change in Shares. If If, between the date of this Agreement and the Effective Time Time, the outstanding shares of Company Common Stock shall have been changed into into, or exchanged for, a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, reorganization, recapitalization, split, combination combination, contribution or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect provide the holders of Company Common Stock, Company Options and Company RSUs, the same economic effect as contemplated by this Agreement prior to such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesevent.

Appears in 2 contracts

Samples: Merger Agreement (Watson Pharmaceuticals Inc), Merger Agreement (Andrx Corp /De/)

Change in Shares. If between the date of this Agreement and the Effective Time the outstanding shares of Parent Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration Exchange Ratio shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.

Appears in 1 contract

Samples: Merger Agreement (Intuitive Surgical Inc)

Change in Shares. If between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration Allocation Spreadsheet shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.

Appears in 1 contract

Samples: Merger Agreement (Volt Information Sciences, Inc.)

Change in Shares. If If, between the date of this Agreement and the Effective Time Time, the outstanding shares of Company Common Stock or Parent Ordinary Shares shall have been changed into into, or exchanged for, a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, reorganization, recapitalization, split, combination combination, contribution or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect provide the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesevent.

Appears in 1 contract

Samples: Merger Agreement (Limco-Piedmont Inc)

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Change in Shares. If between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.

Appears in 1 contract

Samples: Merger Agreement (Tessera Technologies Inc)

Change in Shares. If between the date of this Agreement and the Effective Time the outstanding shares of Parent Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration calculation of the Exchange Ratio and related calculations and the termination rights under Sections 7.1.10 and 7.1.11 shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.

Appears in 1 contract

Samples: Merger Agreement (Cmgi Inc)

Change in Shares. If between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or combination, exchange of sharesshares or similar transaction, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or combination, exchange of sharesshares or similar transaction.

Appears in 1 contract

Samples: Merger Agreement (Monarch Dental Corp)

Change in Shares. If If, between the date of this Agreement and the Effective Time Time, the outstanding shares of Parent Common Stock or Company Common Stock shall have been changed into into, or exchanged for, a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, reverse split, combination or exchange of shares, the Merger Consideration Exchange Ratio shall be correspondingly adjusted to reflect provide the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesevent.

Appears in 1 contract

Samples: Merger Agreement (Synthetic Turf Corp of America)

Change in Shares. If between the date of this the Initial Merger Agreement and the Effective Time the outstanding shares of Parent Common Stock or Company Common Capital Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration Per Share Amounts shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Digital Generation Systems Inc)

Change in Shares. If between the date of this Agreement and the Effective Time Closing the outstanding shares of Company Common Capital Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or exercise of options or warrants, the Merger Per Share Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.

Appears in 1 contract

Samples: Share Purchase Agreement (Tessera Technologies Inc)

Change in Shares. If between the date of this Agreement and the Effective Time the outstanding shares of Company Common Capital Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration Preferred Preference shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.

Appears in 1 contract

Samples: Merger Agreement (Tessera Technologies Inc)

Change in Shares. If between the date of this Agreement and the Effective Time the outstanding shares of Parent Common Stock, Company Preferred Stock or Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration Preferred Exchange Ratio and/or the Common Exchange Ratio, as the case may be, shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.

Appears in 1 contract

Samples: Merger Agreement (Tegal Corp /De/)

Change in Shares. If between the date of this Agreement and the Effective Time the outstanding shares of Class A Preferred Stock and/or Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Class A Preferred Merger Consideration Per Share and/or Common Merger Consideration Per Share, as the case may be, shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.

Appears in 1 contract

Samples: Merger Agreement (Guitar Center Inc)

Change in Shares. If between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class, solely by reason of any stock dividend, subdivision, reclassification, recapitalization, split, reverse split, combination or exchange of sharesshares or any other similar transaction, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, reverse split, combination or exchange of sharesshares or any other similar transaction and to provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action.

Appears in 1 contract

Samples: Merger Agreement (Alliance Data Systems Corp)

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