Common use of Merger Consideration Adjustment Clause in Contracts

Merger Consideration Adjustment. Notwithstanding anything in this Agreement to the contrary, if, during the period from the date of this Agreement until the Effective Time, the number of outstanding Shares shall have been changed into a different number of Shares or a different class by reason of any reclassification, stock split (including a reverse stock split), recapitalization, split-up, combination, exchange of shares, readjustment or other similar transaction, or a stock dividend or stock distribution thereon shall be declared with a record date within said period, the Offer Price and the Merger Consideration shall be appropriately adjusted to provide the holders of Shares the same economic effect as contemplated by this Agreement prior to such event; provided, that nothing in this Section 2.01(b) shall be deemed to permit or authorize the Company to effect any such change that it is not authorized or permitted to undertake pursuant to this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Diplomat Pharmacy, Inc.)

AutoNDA by SimpleDocs

Merger Consideration Adjustment. Notwithstanding anything in this Agreement to the contrary, if, during the period from the date of this Agreement until the Effective Time, the number of outstanding Shares shall have been changed into a different number of Shares shares or a different class by reason of any reclassification, stock split (including a reverse stock split), recapitalization, split-up, combination, exchange of shares, readjustment or other similar transaction, or a stock dividend or stock distribution thereon shall be declared with a record date and payment date within said period, the Offer Price and the Merger Consideration shall be appropriately adjusted to provide the holders of Shares the same economic effect as contemplated by this Agreement prior to such event; provided, that nothing . Nothing in this Section 2.01(b) shall be deemed construed to permit any action that is otherwise prohibited or authorize the Company to effect restricted by any such change that it is not authorized or permitted to undertake pursuant to other provision of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Cubic Corp /De/)

Merger Consideration Adjustment. Notwithstanding anything in this Agreement to the contraryIf, if, during the period from the date of this Agreement until the Effective Time, the number of outstanding Shares shall have been changed into a different number of Shares shares or a different class by reason of any reclassification, stock split (including a reverse stock split), recapitalization, split-up, combination, exchange of shares, readjustment or other similar transaction, or a stock dividend or stock distribution thereon shall be declared with a record date within said period, the Offer Price and the Merger Consideration shall be appropriately adjusted to provide Parent and the holders of Shares the same economic effect as contemplated by this Agreement prior to such event; provided, that nothing in this Section 2.01(b) shall be deemed construed to permit or authorize the Company or the Company Subsidiaries to effect take any such change action that it is not authorized otherwise prohibited or permitted to undertake pursuant to restricted by any other provision of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (West Corp)

AutoNDA by SimpleDocs

Merger Consideration Adjustment. Notwithstanding anything in this Agreement to the contrary, if, during the period from the date of this Agreement until the Effective Time, the number of outstanding Shares shall have been changed into a different number of Shares or a different class by reason of any reclassification, stock split (including a reverse stock split), recapitalization, split-up, combination, exchange of shares, readjustment or other similar transaction, or a stock dividend or stock distribution thereon shall be declared with a record date within said period, the Offer Price and the Merger Consideration shall be appropriately adjusted to provide the holders of Shares the same economic effect as contemplated by this Agreement prior to such event; provided, that nothing in this Section 2.01(b) shall be deemed to permit or authorize the Company to effect any such change that it is not authorized or permitted to undertake pursuant to this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Innerworkings Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!