Common use of Adjustment of Exchange Ratio Clause in Contracts

Adjustment of Exchange Ratio. In the event Parent changes or establishes a record date for changing the number of shares of Parent Common Stock issued and outstanding during or after the determination of the Exchange Ratio pursuant to Section 3.02(c) and prior to the Effective Time as a result of a stock split, stock dividend, recapitalization, subdivision, reclassification, combination or similar transaction with respect to the outstanding Parent Common Stock and the record date therefor shall be prior to the Effective Time, the Exchange Ratio, and any other calculation based on or relating to shares of Parent Common Stock shall be appropriately adjusted to reflect such stock split, stock dividend, recapitalization, subdivision, reclassification, combination or similar transaction.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Tyson Foods Inc), Agreement and Plan of Merger (Tyson Foods Inc)

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Adjustment of Exchange Ratio. In the event Parent changes (or establishes a record date for changing changing) the number of shares of Parent Common Stock issued and outstanding during or after the determination of the Exchange Ratio pursuant to Section 3.02(c) and prior to the Effective Time as a result of a stock split, stock dividend, recapitalization, subdivision, reclassification, combination combination, exchange of shares or similar transaction with respect to the outstanding Parent Common Stock and the record date therefor shall be prior to the Effective Time, the Exchange Ratio, Ratio and the Parent stock prices for determining any other calculation based on or relating to shares of Parent Common Stock adjustments thereto and calculations thereof shall be appropriately proportionately adjusted to reflect such stock split, stock dividend, recapitalization, subdivision, reclassification, combination or combination, exchange of shares of similar transaction.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Computer Associates International Inc), Agreement and Plan of Merger (Sterling Software Inc)

Adjustment of Exchange Ratio. In the event that Parent changes or establishes a record date for changing the number of shares of Parent Common Stock Shares issued and outstanding during or after the determination of the Exchange Ratio pursuant to Section 3.02(c) and prior to the Effective Time as a result of a stock split, stock dividend, recapitalization, merger, subdivision, reclassification, combination or similar transaction with respect to the outstanding Parent Common Stock Shares and the record date therefor shall be prior to the Effective TimeTimes, the Exchange Ratio, Ratio applicable to the Mergers and any other calculation calculations based on or relating to shares Parent Shares, including the conversion ratio applicable to the New Parent Preferred Stock specified in the Certificate of Parent Common Stock Designation, shall be appropriately adjusted to reflect such stock split, stock dividend, recapitalization, merger, subdivision, reclassification, combination or similar transaction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Windrose Medical Properties Trust)

Adjustment of Exchange Ratio. In the event Parent changes or establishes a record date for changing the number of shares of Parent Common Stock issued and outstanding during or after the determination of the Exchange Ratio pursuant to Section 3.02(c) and prior to the Effective Time as a result of a stock split, stock dividend, recapitalization, subdivision, reclassification, combination or similar transaction with respect to the outstanding Parent Common Stock and the record date therefor shall be prior to the Effective Time, the Exchange Ratio, and any other calculation based on or relating to shares of Parent Common Stock shall be appropriately adjusted to reflect such stock split, stock dividend, recapitalization, subdivision, reclassification, combination or similar transaction.. ARTICLE 4

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tyson Foods Inc)

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Adjustment of Exchange Ratio. In the event Parent changes or establishes a record date for changing the number of shares of Parent Common Stock issued and outstanding during or after the determination of the Exchange Ratio pursuant to Section SECTION 3.02(c) and prior to the Effective Time as a result of a stock split, stock dividend, recapitalization, subdivision, reclassification, combination or similar transaction with respect to the outstanding Parent Common Stock and the record date therefor shall be prior to the Effective Time, the Exchange Ratio, and any other calculation based on or relating to shares of Parent Common Stock shall be appropriately adjusted to reflect such stock split, stock dividend, recapitalization, subdivision, reclassification, combination or similar transaction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ibp Inc)

Adjustment of Exchange Ratio. In the event that Parent changes or establishes a record date for changing the number of shares of Parent Common Stock Shares issued and outstanding during or after the determination of the Exchange Ratio pursuant to Section 3.02(c) and prior to the Effective Time as a result of a stock split, stock dividend, recapitalization, merger, subdivision, reclassification, combination or similar transaction with respect to the outstanding Parent Common Stock Shares and the record date therefor shall be prior to the Effective TimeTimes, the Exchange Ratio, Ratio applicable to the Mergers and any other calculation calculations based on or relating to shares Parent Shares, including the conversion ratio applicable to the New Parent Preferred Stock specified in the Certificate of Parent Common Stock Designation, shall be appropriately adjusted to reflect such stock split, stock dividend, recapitalization, merger, subdivision, reclassification, combination or similar transaction.. 4

Appears in 1 contract

Samples: Agreement and Plan of Merger (Windrose Medical Properties Trust)

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