Common use of Adjustment to Merger Consideration Clause in Contracts

Adjustment to Merger Consideration. The Merger Consideration shall be adjusted appropriately, without duplication, to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock, as applicable), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of Company Common Stock or shares of Parent Common Stock outstanding after the date hereof and prior to the Effective Time. Nothing in this Section 3.1(d) shall be construed to permit the Company or Parent to take any action with respect to its securities that is prohibited by the terms of this Agreement.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Tableau Software Inc), Agreement and Plan of Merger (Maxwell Technologies Inc), Agreement and Plan of Merger (Tesla, Inc.)

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Adjustment to Merger Consideration. The Merger Consideration shall be adjusted appropriately, without duplication, to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock, as applicable), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of Company Common Stock or shares of Parent Common Stock outstanding after the date hereof and prior to the Effective Time. Nothing ; provided, however, that nothing in this Section 3.1(d2.1(d) shall be construed to permit the Company or Parent any of its Subsidiaries to take any action with respect to its securities that is prohibited by the terms of this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Actavis PLC), Agreement and Plan of Merger (Allergan Inc), Agreement and Plan of Merger (Warner Chilcott LTD)

Adjustment to Merger Consideration. The Merger Consideration shall be adjusted appropriately, without duplication, to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock or Parent Class A Common Stock, as applicable), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of Company Common Stock or shares of Parent Class A Common Stock outstanding after the date hereof and prior to the Effective Time. Nothing in this Section 3.1(d2.1(d) shall be construed to permit the Company or Parent to take any action with respect to its securities that is prohibited by the terms of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Zoom Video Communications, Inc.), Agreement and Plan of Merger

Adjustment to Merger Consideration. The Merger Consideration shall be equitably adjusted appropriately, without duplication, to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into Company Class B Common Stock or Parent Class B Common Stock, as applicable), subdivision, reorganization, reclassification, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of Company Class B Common Stock or shares of Parent Class B Common Stock outstanding after the date hereof and prior to the Effective Time. Nothing in this Section 3.1(d) shall be construed to permit the Company or Parent to take any action with respect to its securities that is prohibited by the terms of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Terra Property Trust, Inc.), Agreement and Plan of Merger (Western Asset Mortgage Capital Corp)

Adjustment to Merger Consideration. The Merger Consideration shall be equitably adjusted appropriately, without duplication, to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into Company Common Stock or Parent Common Stock, as applicable), subdivision, reorganization, reclassification, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of Company Common Stock or shares of Parent Common Stock outstanding after the date hereof and prior to the Effective Time. Nothing in this Section 3.1(d3.1(c) shall be construed to permit the Company or Parent to take any action with respect to its securities that is prohibited by the terms of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Broadmark Realty Capital Inc.), Agreement and Plan of Merger (Ready Capital Corp)

Adjustment to Merger Consideration. The Merger Consideration shall be equitably adjusted appropriately, without duplication, to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into Company Common Stock, Company Preferred Stock or Parent Common Stock, as applicable), subdivision, reorganization, reclassification, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of Company Common Stock, Company Preferred Stock or shares of Parent Common Stock outstanding after the date hereof and prior to the Effective Time. Nothing in this Section 3.1(d) shall be construed to permit the Company or Parent to take any action with respect to its securities that is prohibited by the terms of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CYS Investments, Inc.), Iii Agreement and Plan of Merger (Two Harbors Investment Corp.)

Adjustment to Merger Consideration. The Merger Consideration shall be adjusted appropriately, without duplication, to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock, as applicable), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of Company Common Stock or shares of Parent Common Stock outstanding after the date hereof and prior to the Effective Time. Nothing ; provided, however, that nothing in this Section 3.1(d2.1(b) shall be construed to permit the Company or any of the Company Subsidiaries or Parent to take any action with respect to its securities that is prohibited by the terms of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Allergan PLC), Agreement and Plan of Merger (Kythera Biopharmaceuticals Inc)

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Adjustment to Merger Consideration. The Merger Consideration shall be adjusted appropriately, without duplication, to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock, as applicable), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of Company Common Stock or shares of Parent Common Stock outstanding after the date hereof and prior to the Effective Time. Nothing ; provided, however, that nothing in this Section 3.1(d2.1(b) shall be construed to permit the Company or Parent any of the Company Subsidiaries to take any action with respect to its securities that is prohibited by the terms of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Allergan PLC), Agreement and Plan of Merger (Kythera Biopharmaceuticals Inc)

Adjustment to Merger Consideration. The Merger Consideration shall be adjusted appropriately, without duplication, to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock, as applicable), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of Company Common Stock Shares or shares of Parent Common Stock outstanding after the date hereof and prior to the First Effective Time. Nothing in this Section 3.1(d3.1(e) shall be construed to permit the Company or Parent to take any action with respect to its securities that is prohibited by the terms of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Homeaway Inc), Agreement and Plan of Reorganization (Expedia, Inc.)

Adjustment to Merger Consideration. The Merger Consideration shall be equitably adjusted appropriately, without duplication, to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into Company Common Stock or Parent Common Stock, as applicable), subdivision, reorganization, reclassification, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of Company Common Stock or shares of Parent Common Stock outstanding after the date hereof and prior to the Effective Time. Nothing in this Section 3.1(d) shall be construed to permit the Company or Parent to take any action with respect to its securities that is prohibited by the terms of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ready Capital Corp), Agreement and Plan of Merger (Owens Realty Mortgage, Inc.)

Adjustment to Merger Consideration. The Merger Consideration shall be adjusted appropriately, without duplication, to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock, as applicable), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of Company Common Stock or shares of Parent Common Stock outstanding after the date hereof and prior to the First Effective Time. Nothing in this Section 3.1(d2.1(d) shall be construed to permit the Company or Parent to take any action with respect to its securities that is prohibited by the terms of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (SALESFORCE.COM, Inc.)

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