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: Agreement and Plan of Merger (Harrahs Entertainment Inc), Agreement and Plan of Merger (Beverly Enterprises Inc), Agreement and Plan of Merger (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: Agreement and Plan of Merger (Paradyne Networks Inc), Agreement and Plan of Merger (Ecost Com Inc), Agreement and Plan of Merger (Pfsweb 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: Agreement and Plan of Merger, Agreement and Plan of Merger (Quest Diagnostics Inc), Agreement and Plan of Merger (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: Agreement and Plan of Merger (Arthrocare Corp), Agreement and Plan of Merger (Medical Device Alliance Inc), Agreement and Plan of Merger (Arthrocare 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: Iv Agreement and Plan of Merger (Inverness Medical Innovations Inc), Agreement and Plan of Merger (Ostex International Inc /Wa/)

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: Agreement and Plan of Merger (Zhone Technologies Inc), Agreement and Plan of Merger (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, 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: Agreement and Plan of Merger (Variagenics Inc), Agreement and Plan of Merger (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: Agreement and Plan of Merger (Watson Pharmaceuticals Inc), Agreement and Plan of Merger (Andrx Corp /De/)

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: Agreement and Plan of Merger (Inamed Corp), Agreement and Plan of Merger (Medicis Pharmaceutical 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, 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: Agreement and Plan of Merger (Integrated Circuit Systems Inc), Agreement and Plan of Merger (Integrated Device Technology 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: Agreement and Plan of Merger (Caprius Inc), Agreement and Plan of Merger (Vintage Capital Group, LLC)

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: Agreement and Plan of Merger (Textron Inc), Agreement and Plan of Merger (United Industrial 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 2 contracts

Samples: Agreement and Plan of Merger (DG FastChannel, Inc), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Amgen Inc), Agreement and Plan of Merger (Immunex Corp /De/)

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 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.. Section 2.2

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 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: Agreement and Plan of Merger (Monarch Dental Corp)

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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: Agreement and Plan of Merger (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, 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: Agreement and Plan of Merger (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: Agreement and Plan of Merger (Tegal Corp /De/)

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: Agreement and Plan of Merger (Alliance Data Systems 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: Agreement and Plan of Merger (Synthetic Turf Corp of America)

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: Agreement and Plan of Merger (Intuitive Surgical 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 and any other number or amount contained herein which is based upon the number of shares of Company Common Stock shall be correspondingly adjusted to reflect provide the holders of Company Common Stock, Company Options and other awards under the Company Equity Plans, 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: Agreement and Plan of Merger (Mediware Information Systems 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: Agreement and Plan of Merger (Limco-Piedmont 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: Agreement and Plan of Merger (Cmgi 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: Agreement and Plan of Merger (Tessera Technologies 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: Agreement and Plan of Merger (Volt Information Sciences, Inc.)

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