Common use of Adjustment of Merger Consideration Clause in Contracts

Adjustment of Merger Consideration. In the event that, ---------------------------------- subsequent to the date of this Agreement but prior to the Effective Time, the outstanding Shares 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 Merger Consideration shall be appropriately adjusted.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Dupont E I De Nemours & Co), Agreement and Plan of Merger (Dupont E I De Nemours & Co)

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Adjustment of Merger Consideration. In the event that, ---------------------------------- subsequent to the date of this Agreement but prior to the Effective Time, the outstanding Shares 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 Merger Consideration shall be appropriately adjusted.

Appears in 2 contracts

Samples: Agreement and Plan (Merck & Co Inc), Agreement and Plan of Merger (Merck & Co Inc)

Adjustment of Merger Consideration. In the event thatIf, ---------------------------------- subsequent to the date of this Agreement but prior to the Effective Time, the outstanding Shares shares of Company 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 Merger Consideration shall be appropriately adjustedadjusted so that the aggregate amount payable pursuant to this Agreement shall not have increased or decreased as a result of such adjustment.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (FMFG Ownership, Inc.), Agreement and Plan of Merger (First Montauk Financial Corp)

Adjustment of Merger Consideration. In the event thatIf, ---------------------------------- subsequent to between the date of this Agreement but prior to and the Effective Time, the issued and outstanding Shares shall have been changed into a different number of shares or a different class as a result by reason of a any stock split, reverse stock split, stock dividend, subdivision, reclassification, redenomination, recapitalization, split-up, combination, exchange, recapitalization exchange of shares or other similar transaction, the Merger Consideration shall be appropriately adjustedadjusted to provide to the holders of Shares the same economic effect as contemplated by this Agreement prior to such action and as so adjusted shall, from and after the date of such event, be the Merger Consideration, subject to further adjustment in accordance with this sentence.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (James River Group, Inc), Agreement and Plan of Merger (North Pointe Holdings Corp)

Adjustment of Merger Consideration. In the event that, ---------------------------------- subsequent to the date of this Agreement but prior to the Effective Time, the outstanding Shares shall have been changed into a different number of shares or shares of 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 Merger Consideration and the Option Consideration shall be appropriately adjustedadjusted to take into account the effects of any such event.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Nevada Chemicals Inc), Agreement and Plan of Merger (OCM Principal Opportunities Fund IV, LP)

Adjustment of Merger Consideration. In the event thatIf, ---------------------------------- subsequent to the date of this Agreement but prior to the Effective Time, the outstanding Shares Outstanding Capital 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 Merger Consideration applicable Exchange Ratios shall be appropriately adjusted.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Intercardia Inc), Agreement and Plan of Merger (Interneuron Pharmaceuticals Inc)

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Adjustment of Merger Consideration. In the event that, ---------------------------------- subsequent to the date of this Agreement but prior to the Effective Time, the outstanding Shares shares of Company Common Stock shall have been changed into a different number of shares or shares of 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 Merger Consideration shall be appropriately adjustedadjusted in order to take into account such change.

Appears in 1 contract

Samples: Contribution Agreement (Johnson Outdoors Inc)

Adjustment of Merger Consideration. In the event that, ---------------------------------- subsequent to the date of this Agreement but prior to the Effective Time, the outstanding Shares shares of Common Stock or Parent 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 Merger Exchange Ratio and Cash Consideration shall be appropriately adjusted.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Engineered Support Systems Inc)

Adjustment of Merger Consideration. In the event that, ---------------------------------- subsequent to the date of this Agreement but prior to the Effective Time, the shares of Company Common Stock issued and outstanding Shares shall have been changed into shall, through a different number of shares or a different class as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization split or other similar transactionchange in the capitalization of the Company, increase or decrease in number or be changed into or exchanged for a different kind or number of securities, then an appropriate and proportionate adjustment shall be made to the Merger Consideration shall be appropriately adjustedConsideration.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Price Legacy Corp)

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