Common use of Adjustment of Exchange Ratio Clause in Contracts

Adjustment of Exchange Ratio. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of any of Acquiror Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization or other similar transaction, the Exchange Ratio shall be proportionately adjusted.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (North American Scientific Inc), Agreement and Plan of Merger (Friede John A)

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Adjustment of Exchange Ratio. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of any of Acquiror Common Stock or Company Common Stock shall have been changed into a different changes the number of shares of Company Common Stock, or a different class Parent changes the number of shares of Parent Common Stock, issued and outstanding as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization or other similar transaction, the Exchange Ratio and other items dependent thereon shall be proportionately appropriately adjusted.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Western Atlas Inc), Agreement and Plan of Merger (Baker Hughes Inc)

Adjustment of Exchange Ratio. In the event thatIf, subsequent to between the date of this ---------------------------- Agreement but prior to and the Effective Time, the outstanding shares of any of Acquiror Parent Common Stock or (or, subject to Section 5.1 below, Company Common Stock Stock) shall have been changed into a different number of shares or a different class as a result by reason of a stock any reclassification, split, reverse stock split-up, stock dividend, subdivision, reclassification, split, stock combination, exchange, recapitalization or other similar transaction, then the Exchange Ratio shall be proportionately correspondingly adjusted.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Ticketmaster Online Citysearch Inc), Agreement and Plan of Reorganization (Talk City Inc)

Adjustment of Exchange Ratio. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of any of Acquiror Parent Common Stock or Company Common Stock Stock, respectively, shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization or other similar transactiontransaction (or a record date shall have been set for such purpose), the Exchange Ratio shall be proportionately appropriately adjusted.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cephalon Inc), Agreement and Plan of Merger (Cephalon Inc)

Adjustment of Exchange Ratio. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of any of Acquiror Parent Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivisioncombination, reclassification, split, combination, exchange, recapitalization or other similar transactiontransaction or event, the Exchange Ratio Ratio, the Merger Consideration and other items dependent thereon shall be proportionately adjustedappropriately adjusted to provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event.

Appears in 2 contracts

Samples: Voting Agreement (TGC Industries Inc), Voting Agreement (Dawson Geophysical Co)

Adjustment of Exchange Ratio. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of any of Acquiror Parent Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock splitsplit (other than the Reverse Stock Split), stock dividend, subdivisioncombination, reclassification, split, combination, exchange, recapitalization or other similar transactiontransaction or event, the Exchange Ratio Ratio, the Merger Consideration and other items dependent thereon shall be proportionately adjustedappropriately adjusted to provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event.

Appears in 1 contract

Samples: Agreement and Plan of Merger (TGC Industries Inc)

Adjustment of Exchange Ratio. In the event that, subsequent to and including the date of this Agreement but prior to the Effective TimeClosing Date, the outstanding shares of any of Acquiror Parent Common Stock or Company Common Stock EQ Stock, respectively, shall have been changed into a different number of shares or interests or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, consolidation, reclassification, split, combination, exchange, recapitalization or other similar transaction, the Exchange Ratio shall be proportionately appropriately adjusted.

Appears in 1 contract

Samples: Merger Agreement (Family Golf Centers Inc)

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Adjustment of Exchange Ratio. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of any of Acquiror Parent Common Stock or Company Common Stock Lottery Stock, respectively, shall have been changed into a different number of shares or interests or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, consolidation, reclassification, split, combination, exchange, recapitalization or other similar transaction, the Exchange Ratio shall be proportionately appropriately adjusted.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mdi Entertainment Inc)

Adjustment of Exchange Ratio. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of any of Acquiror Common Stock Parent ADSs or Company Common Stock Stock, respectively, shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization or other similar transactiontransaction (or a record date shall have been set for such purpose), the Exchange Ratio amounts payable hereunder shall be proportionately appropriately adjusted.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Liposome Co Inc)

Adjustment of Exchange Ratio. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding Company changes the number of shares of any of Acquiror Company Common Stock or Company Common Stock shall have been changed into a different Parent changes the number of shares or a different class of Parent Common Stock, issued and outstanding as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization or other similar transaction, the Exchange Ratio and other items dependent thereon shall be proportionately appropriately adjusted.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Circle International Group Inc /De/)

Adjustment of Exchange Ratio. In the event thatIf, subsequent to between the date of this Agreement but prior to and the Effective Time, the outstanding shares of any of Acquiror Company Common Stock or Company Parent Common Stock shall have been changed into into, or exchanged for, a different number of shares or a different class as a result class, by reason of a stock split, reverse stock split, any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange, recapitalization combination or other similar transactionexchange of shares, the Exchange Ratio shall be proportionately adjustedcorrespondingly adjusted to provide the holders of Company Common Stock and Company Options the same economic effect as contemplated by this Agreement prior to such event.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Snap Interactive, Inc)

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