Common use of Equitable Adjustment Clause in Contracts

Equitable Adjustment. If at any time during the period between the date of this Agreement and the Acceptance Time, any change in the number of outstanding shares of Company Common Stock shall occur as a result of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other similar change with respect to Company Common Stock, then the Merger Consideration shall be equitably adjusted to reflect such change.

Appears in 8 contracts

Samples: Merger Agreement (Sagrera Ricardo A.), Merger Agreement (Steinberg Michael), Merger Agreement (Lewis & Clark Ventures I, LP)

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Equitable Adjustment. If at any time during the period between the date of this Agreement and the Acceptance Effective Time, any change in the number of outstanding shares of Company Common Stock shall occur as a result by reason of any reclassification, recapitalization, reorganization, stock split, split (including a reverse stock split), combination, exchange or readjustment of shares, or any stock dividend or stock distribution (including any dividend or other distribution of securities convertible into Company or exchangeable for shares of Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other similar change ) is declared with respect to Company Common Stocka record date during such period, then the Merger Consideration shall be proportionately and equitably adjusted adjusted, without duplication, to reflect such change.

Appears in 3 contracts

Samples: Merger Agreement (Stein Mart Inc), Merger Agreement (Perry Ellis International, Inc), Merger Agreement (Feldenkreis George)

Equitable Adjustment. If at any time during the period between the date of this Agreement and the Acceptance Effective Time, any change in the number of outstanding shares of Company Common Stock shall occur as a result of any stock split, split (including a reverse stock split) or combination, or any stock dividend or stock distribution (including any dividend or other distribution of securities convertible into Company or exchangeable for shares of Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other similar change ) is declared with respect to Company Common Stocka record date during such period, then the Merger Consideration shall be equitably adjusted to reflect such change.

Appears in 3 contracts

Samples: Merger Agreement (Annie's, Inc.), Merger Agreement, Merger Agreement (Warner Music Group Corp.)

Equitable Adjustment. If at any time during the period between the date of this Agreement and the Acceptance Effective Time, any change in the number of outstanding shares of Company Common Stock shall occur as a result of any reclassification, recapitalization, stock split, split (including a reverse stock split) or combination, or any stock dividend or stock distribution (including any dividend or other distribution of securities convertible into Company or exchangeable for shares of Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other similar change ) with respect to Company Common Stocka record date during such period, then the Offer Price and the Merger Consideration shall be equitably adjusted to reflect such change.

Appears in 2 contracts

Samples: Merger Agreement (Boulder Brands, Inc.), Merger Agreement (Pinnacle Foods Inc.)

Equitable Adjustment. If at any time during the period between the date of this Agreement and the Acceptance Effective Time, any change in the number of outstanding shares of Company Common Stock shall occur as a result of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other similar change with respect to Company the Common Stock, then the Merger Consideration shall be equitably adjusted to reflect such change.

Appears in 2 contracts

Samples: Merger Agreement (Qumu Corp), Merger Agreement (Papa Murphy's Holdings, Inc.)

Equitable Adjustment. If at any time during the period between the date of this Agreement and the Acceptance Effective Time, any change in the number of outstanding shares of Company Common Stock shall occur as a result of any reclassification, recapitalization, reorganization, stock split, split (including a reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution (including any dividend or other distribution of securities convertible into Company or exchangeable for shares of Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other similar change ) is declared with respect to Company Common Stocka record date during such period, then the Offer Price and Merger Consideration shall be equitably adjusted to reflect such change.

Appears in 2 contracts

Samples: Merger Agreement (LD Commodities Sugar Holdings LLC), Merger Agreement (Imperial Sugar Co /New/)

Equitable Adjustment. If at any time during the period between the date of this Agreement and the Acceptance Effective Time, any change in the number of outstanding shares of Company Common Stock shall occur as a result of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other similar change with respect to Company the Common Stock, then the Merger Consideration and any other amount based on the number of shares of Common Stock shall be equitably adjusted adjusted, without duplication of any adjustment made pursuant to Section 1.1(h) to reflect such change.

Appears in 2 contracts

Samples: Merger Agreement (Mitel Networks Corp), Merger Agreement (Air Methods Corp)

Equitable Adjustment. If at any time during the period between the date of this Agreement agreement and the Acceptance Effective Time, any change in the number of outstanding shares of Company Common Stock shall occur as a result of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other similar change with respect to Company Common Stock, then the Merger Consideration shall be equitably adjusted to reflect such change.

Appears in 2 contracts

Samples: Merger Agreement (Carbon Black, Inc.), Merger Agreement (Vmware, Inc.)

Equitable Adjustment. If at any time during the period between the date of this Agreement and the Acceptance Effective Time, any change in the number of outstanding shares of Company Common Stock shall occur as a result of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other similar change with respect to Company Common Stock, then the Merger Consideration shall be equitably adjusted to reflect such change.

Appears in 1 contract

Samples: Merger Agreement (Berkshire Grey, Inc.)

Equitable Adjustment. If at any time during the period between the date of this Agreement and the Acceptance Effective Time, any change in the number of outstanding shares of Company Common Stock Shares shall occur as a result of any stock share split (including a reverse share split) or combination, reverse stock split, stock dividend or any distribution payable in shares (including any dividend or other distribution of securities convertible into Company or exchangeable for Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other similar change Shares) is declared with respect to Company Common Stocka record date during such period, then the Merger Consideration shall be equitably adjusted to reflect such change.

Appears in 1 contract

Samples: Merger Agreement (Otsego Shares, LLC)

Equitable Adjustment. If at any time during the period between the date of this Agreement and the Acceptance Effective Time, any change in the number of outstanding shares of Company Class A Common Stock shall occur as a result of any stock split, split (including a reverse stock split) or combination, or any stock dividend or stock distribution (including any dividend or other distribution of securities convertible into Company or exchangeable for shares of Class A Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other similar change ) is declared with respect to Company Common Stocka record date during such period, then the Merger Consideration shall be equitably adjusted to reflect such change.

Appears in 1 contract

Samples: Merger Agreement (Emdeon Inc.)

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Equitable Adjustment. If If, at any time during the period between the date of this Agreement and the Acceptance Effective Time, any change in the number of outstanding shares of Company Common Stock shall occur as a result of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other similar change with respect to Company the Common Stock, then the Merger Consideration and any other amount based on the number of shares of Common Stock shall be equitably adjusted adjusted, without duplication of any adjustment made pursuant to Section 1.1(i), to reflect such change.

Appears in 1 contract

Samples: Merger Agreement (CDK Global, Inc.)

Equitable Adjustment. If at any time during the period between the date of this Agreement and the Acceptance Effective Time, any change in the number of outstanding shares of Company Common Stock shall occur as a result of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other similar change with respect to Company Common Stock, then the Merger Consideration shall be equitably adjusted to reflect such change.into

Appears in 1 contract

Samples: Merger Agreement (ShoreTel Inc)

Equitable Adjustment. If at any time during the period between the date of this Agreement and the Acceptance Effective Time, any change in the number of outstanding shares of Company Common Stock and Class A Stock shall occur as a result of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other similar change with respect to Company the Common Stock or the Class A Stock, then the Merger Consideration Common Per Share Price and the Class A Per Share Price, as applicable, shall be equitably adjusted to reflect such change.

Appears in 1 contract

Samples: Merger Agreement (Dover Motorsports Inc)

Equitable Adjustment. If at any time during the period between the date of this Agreement and the Acceptance Effective Time, any change in the number of outstanding shares of Company Common Stock shall occur as a result of any reclassification, recapitalization, reorganization, stock split, split (including a reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution (including any dividend or other distribution of securities convertible into Company or exchangeable for shares of Common Stock)) and specifically including, reorganizationbut not limited to, recapitalizationany exercise of any rights under the Company Rights Agreement, reclassification, combination, exchange of shares or other similar change is declared with respect to Company Common Stocka record date during such period, then the Offer Price and Merger Consideration shall be equitably adjusted to reflect such change.

Appears in 1 contract

Samples: Merger Agreement (Frozen Food Express Industries Inc)

Equitable Adjustment. If If, at any time during the period between the date of this Agreement and the Acceptance Effective Time, any change in the number of outstanding shares of Company Common Stock or Series B Preferred Stock shall occur as a result by reason of any reclassification, recapitalization, reorganization, stock split, split (including a reverse stock split), combination, exchange or readjustment of shares, stock dividend or stock distribution (including any dividend or other distribution of securities convertible into Company or exchangeable for shares of Common Stock or Series B Preferred Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other similar change with respect to Company Common Stock, then the Merger Consideration shall be proportionately and equitably adjusted adjusted, without duplication, to reflect such change.

Appears in 1 contract

Samples: Merger Agreement (Empire Resorts Inc)

Equitable Adjustment. If at any time during the period between the date of this Agreement and the Acceptance Effective Time, any change in the number of outstanding shares of Company Common Stock shall occur as a result by reason of any reclassification, recapitalization, reorganization, stock split, split (including a reverse stock split), combination, exchange or readjustment of shares, or any stock dividend or stock distribution (including any dividend or other distribution of securities convertible into Company or exchangeable for shares of Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other similar change ) is declared with respect to Company Common Stocka record date during such period, then the Merger Consideration shall be equitably adjusted to reflect such change.

Appears in 1 contract

Samples: Merger Agreement (MAGNACHIP SEMICONDUCTOR Corp)

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