Adjustment of the Merger Consideration. Between the date of this Agreement and the Merger Effective Time, if the issued and outstanding shares of CMR Common Stock, partnership units of CMR OP, securities convertible or exchangeable into or exercisable for shares of CMR Common Stock or partnership units of CMR OP, shares of CCI Common Stock or partnership units of CCOP or securities convertible or exchangeable into or exercisable for shares of CCI Common Stock or partnership units of CCOP shall have been changed into a different number of shares or other securities or a different class by reason of any stock split (whether forward or reverse), combination, reclassification, reorganization, recapitalization, merger or exchange or other similar transaction, or a stock dividend (including any distribution in securities convertible or exchangeable into or exercisable for shares of capital stock of CMR or CCI or partnership units of CMR OP or partnership units of CCOP) having a record date within such period shall have been declared, then (without limiting any other rights of the Parties hereunder) the Exchange Ratio shall be ratably adjusted to reflect fully the effect of any such change, and thereafter all references to the Exchange Ratio shall be deemed to be the Exchange Ratio as so adjusted.
Adjustment of the Merger Consideration. Between the date of this Agreement and the Merger Effective Time, if the issued and outstanding shares of CCPT V Common Stock, securities convertible or exchangeable into or exercisable for shares of CCPT V Common Stock, shares of CMFT Common Stock or securities convertible or exchangeable into or exercisable for shares of CMFT Common Stock shall have been changed into a different number of shares or other securities or a different class by reason of any stock split (whether forward or reverse), combination, reclassification, reorganization, recapitalization, distribution, merger or exchange or other similar transaction, or a stock dividend having a record date within such period shall have been declared, then (without limiting any other rights of the Parties hereunder), the Exchange Ratio shall be ratably adjusted to reflect fully the effect of any such change, and thereafter all references to the Exchange Ratio shall be deemed to be the Exchange Ratio as so adjusted. For the avoidance of doubt, (i) no adjustment shall be made pursuant to this Section 3.1(b) for any shares of CMFT Common Stock issued pursuant to CMFT’s distribution reinvestment plan and (ii) nothing in this Section 3.1(b) shall be construed to permit the Parties to take any action except to the extent consistent with, and not otherwise prohibited by, the terms of this Agreement.
Adjustment of the Merger Consideration. Between the date of this Agreement and the applicable Merger Effective Time, if any of REIT I, REIT I Operating Partnership, REIT II or REIT II Operating Partnership should split, combine or otherwise reclassify the REIT I Common Stock, the REIT I OP Units, the REIT II Common Stock or the REIT II OP Units or makes a dividend or other distribution in shares of the REIT I Common Stock, the REIT I OP Units, the REIT II Common Stock or the REIT II OP Units (including any dividend or other distribution of securities convertible into REIT I Common Stock, REIT I OP Units, REIT II Common Stock or REIT II OP Units, but not including shares of REIT I Common Stock issued pursuant to the REIT I DRIP or REIT II Common Stock issued pursuant to the REIT II DRIP), or engages in a reclassification, reorganization, recapitalization or exchange or other like change, then (without limiting any other rights of the Parties hereunder), the Net Per Share Price and the Exchange Ratio shall be ratably adjusted to reflect fully the effect of any such change, and thereafter all references to the Net Per Share Price and the Exchange Ratio shall be deemed to be the Net Per Share Price and the Exchange Ratio as so adjusted.
Adjustment of the Merger Consideration. If, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of 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, combination, exchange, recapitalization or other similar transaction, the Merger Consideration shall be appropriately adjusted.
Adjustment of the Merger Consideration. Between the date of this Agreement and the Merger Effective Time, if either of STAR or STAR III should split, combine or otherwise reclassify the STAR Common Stock or the STAR III Common Stock or makes a dividend or other distribution in shares of the STAR Common Stock or the STAR III Common Stock (including any dividend or other distribution of securities convertible into STAR Common Stock or STAR III Common Stock) or engages in a reclassification, reorganization, recapitalization or exchange or other like change, then (without limiting any other rights of the Parties hereunder), the Exchange Ratio shall be ratably adjusted to reflect fully the effect of any such change, and thereafter all references to the Exchange Ratio shall be deemed to be the Exchange Ratio as so adjusted.
Adjustment of the Merger Consideration. (a) The Merger Consideration payable pursuant to this ARTICLE 2 has been calculated based upon the representations and warranties made by the Company in Section 3.05. In the event that, at the Effective Time, the actual number of Common Shares outstanding and/or the actual number of Common Shares issuable upon the exercise of Options or Warrants or similar agreements, or upon conversion of securities (including without limitation, as a result of any stock split, reclassification, stock dividend (including any dividend or distribution of securities convertible into Common Shares) or recapitalization) is greater than as described in Section 3.05 without giving effect to changes in the number of shares of Common Shares or the number of shares issuable upon the exercise of Options or Warrants outstanding as a result of (i) the exercise of Options or Warrants granted on or prior to the date hereof, or (ii) the issuance of Common Shares upon the exercise of Options or Warrants granted on or prior to the date hereof, the exercise of such Options or Warrants or the issuance of Common Shares upon the exercise of such Options or Warrants, the Merger Consideration shall be equitably adjusted downward. The provisions of this Section 2.04(a) shall not, in any event, adversely affect, constitute a waiver of or otherwise impair any of Parent’s or Merger Sub’s rights under this Agreement (including any of Parent’s or Merger Sub’s rights arising from any misrepresentation or breach of the representations and warranties set forth in Section 3.05 hereof).
Adjustment of the Merger Consideration. Between the date of this Agreement and the Merger Effective Time, if either of SOR or SOR II should split, combine or otherwise reclassify the SOR Common Stock or the SOR II Common Stock or make a dividend or other distribution in shares of the SOR Common Stock or the SOR II Common Stock (including any dividend or other distribution of securities convertible into SOR Common Stock or SOR II Common Stock) or engage in a reclassification, reorganization, recapitalization or exchange or other like change, then (without limiting any other rights of the Parties hereunder), the Exchange Ratio shall be ratably adjusted to reflect fully the effect of any such change, and thereafter all references to the Exchange Ratio shall be deemed to be the Exchange Ratio as so adjusted.
Adjustment of the Merger Consideration. Between the date of this Agreement and the Merger Effective Time, if the issued and outstanding shares of SST IV Common Stock, securities convertible or exchangeable into or exercisable for shares of SST IV Common Stock, shares of SmartStop Common Stock or securities convertible or exchangeable into or exercisable for shares of SmartStop Common Stock shall have been changed into a different number of shares or other securities or a different class by reason of any stock split (whether forward or reverse), combination, reclassification, reorganization, recapitalization, distribution, merger or exchange or other similar transaction, or a stock dividend having a record date within such period shall have been declared, then (without limiting any other rights of the Parties hereunder), the Exchange Ratio shall be ratably adjusted to reflect fully the effect of any such change, and thereafter all references to the Exchange Ratio shall be deemed to be the Exchange Ratio as so adjusted. For the avoidance of doubt, (i) no adjustment shall be made pursuant to this Section
Adjustment of the Merger Consideration. Without limiting the other provisions of this Agreement, between the date of this Agreement and the Merger Effective Time, if either of REIT I or REIT II should split, combine or otherwise reclassify the REIT I Common Stock or the REIT II Common Stock or make a dividend or other distribution in shares of the REIT I Common Stock (other than as specifically contemplated in this Agreement) or the REIT II Common Stock (including any dividend or other distribution of securities convertible into REIT I Common Stock or REIT II Common Stock), or engage in a reclassification, reorganization, recapitalization or exchange or other like change, then (without limiting any other rights of the Parties hereunder), the Exchange Ratio shall be ratably adjusted to reflect fully the effect of any such change, and thereafter all references to the Exchange Ratio shall be deemed to be the Exchange Ratio as so adjusted.
Adjustment of the Merger Consideration. Between the date of this Agreement and the applicable Merger Effective Time, if any of SSGT, SSGT Operating Partnership or SST II Operating Partnership should split, combine or otherwise reclassify the SSGT Class A Common Stock, the SSGT Class T Common Stock, the SSGT OP Units or the SST II OP Units or make a dividend or other distribution in shares of the SSGT Class A Common Stock, the SSGT Class T Common Stock, the SSGT OP Units or the SST II OP Units (including any dividend or other distribution of securities convertible into SSGT Class A Common Stock, SSGT Class T Common Stock, SSGT OP Units or SST II OP Units, but not including shares of SSGT Common Stock issued pursuant to the SSGT DRIP), or engage in a reclassification, reorganization, recapitalization or exchange or other like change, then (without limiting any other rights of the Parties hereunder), the Per Share Price or the Exchange Ratio, as applicable, shall be appropriately and proportionately adjusted to provide to the holders of shares of SSGT Class A Common Stock, shares of SSGT Class T Common Stock or SSGT OP Units, as applicable, the same economic effect as contemplated by this Agreement prior to such change. For the avoidance of any doubt, the forgoing provisions of this Section 3.1(c) shall not apply with respect to any election by the holder of the SSGT Special Limited Partner Interest to receive SSGT OP Units in connection with the redemption of the SSGT Special Limited Partner Interest, as contemplated in Section 3.1(b)(ii).
