Common use of Adjustment to the Merger Consideration Clause in Contracts

Adjustment to the Merger Consideration. The Merger Consideration shall be adjusted appropriately 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), reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the consummation of the Offer and prior to the Effective Time.

Appears in 12 contracts

Samples: Agreement and Plan of Merger (LKQ Corp), Agreement and Plan of Merger (Coast Distribution System Inc), Agreement and Plan of Merger (Avanir Pharmaceuticals, Inc.)

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Adjustment to the Merger Consideration. The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common StockShares), reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring Shares occurring, or with a record date, on or after the consummation of the Offer date hereof and prior to the Effective Time, and such adjustment to the Merger Consideration shall provide to the holders of Company Shares the same economic effect as contemplated by this Agreement prior to such action.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Meridian Bioscience Inc), Agreement and Plan of Merger (Mazor Robotics Ltd.), Agreement and Plan of Merger (SodaStream International Ltd.)

Adjustment to the Merger Consideration. The Merger Consideration shall be adjusted appropriately 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), reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the consummation of the Offer and prior to the Effective Time.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Mill Road Capital II, L.P.), Agreement and Plan of Merger (Skullcandy, Inc.), Agreement and Plan of Merger (Mill Road Capital II, L.P.)

Adjustment to the Merger Consideration. The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common StockShares), reclassification, recapitalization, combination, exchange of shares or other like change with respect to Company Common Stock Shares occurring on or after with a record date during the consummation period between the date of the Offer this Agreement and prior to the Effective Time.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Rouse Properties, Inc.), Agreement and Plan of Merger (Brookfield Asset Management Inc.), Agreement and Plan of Merger (Keurig Green Mountain, Inc.)

Adjustment to the Merger Consideration. The Merger Consideration shall be adjusted appropriately 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), reclassification, recapitalization, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the consummation of the Offer and prior to the Effective Time.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Graftech International LTD), Agreement and Plan of Merger (E2open Inc), Agreement and Plan of Merger (Vitacost.com, Inc.)

Adjustment to the Merger Consideration. The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common StockStock but excluding, for the avoidance of doubt, the granting or other issuance of Company Options, Company SARs or Company Restricted Stock Units in the ordinary course of business), reclassification, recapitalization, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the consummation of the Offer date hereof and prior to the Effective Time.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Cypress Semiconductor Corp /De/), Agreement and Plan of Merger (Cypress Semiconductor Corp /De/), Agreement and Plan of Merger (Integrated Silicon Solution Inc)

Adjustment to the Merger Consideration. The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Company Common Stock), reclassification, combination, exchange of shares or other like change with respect to shares of Company Common Stock occurring on or after the consummation of the Offer and prior to the Effective Time.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Brigham Exploration Co), Agreement and Plan of Merger (Statoil Asa)

Adjustment to the Merger Consideration. The Subject to the terms of this Agreement, the Merger Consideration shall be adjusted appropriately 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), reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the consummation of the Offer date hereof and prior to the Effective Time.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Receptos, Inc.), Agreement and Plan of Merger (Celgene Corp /De/)

Adjustment to the Merger Consideration. The Subject to the terms of this Agreement, the Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common StockStock but excluding, for the avoidance of doubt, the granting or other issuance of Company Options in the ordinary course of business), reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the consummation of the Offer date hereof and prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ligand Pharmaceuticals Inc)

Adjustment to the Merger Consideration. The Without limiting the Company’s obligations under Section 5.2, the Merger Consideration shall will be adjusted appropriately 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), reorganization, recapitalization, reclassification, combination, exchange of shares or other like similar change with respect to the Company Common Stock occurring on or after the consummation date of the Offer this Agreement and prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Darden Restaurants Inc)

Adjustment to the Merger Consideration. The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common StockStock but excluding, for the avoidance of doubt, the granting or other issuance of Company Options or Company Restricted Stock Units permitted by Section 5.1(b) of this Agreement), reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the consummation of the Offer date hereof and prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Omnivision Technologies Inc)

Adjustment to the Merger Consideration. The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock share split, reverse stock share split, stock share dividend (including any dividend or any non-cash distribution of securities convertible into Company Common StockOrdinary Shares), reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring Ordinary Shares occurring, or with a record date, on or after the consummation of the Offer date hereof and prior to the Effective Time, and such adjustment to the Merger Consideration shall provide to the holders of Company Ordinary Shares the same economic effect as contemplated by this Agreement prior to such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Top Image Systems LTD)

Adjustment to the Merger Consideration. The Merger Consideration shall be adjusted appropriately 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), reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the consummation of the Offer date hereof and prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Medidata Solutions, Inc.)

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Adjustment to the Merger Consideration. The Merger Consideration shall will be adjusted appropriately 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), reorganization, recapitalization, reclassification, combination, exchange of shares or other like similar change with respect to the Company Common Stock occurring on or after the consummation date of the Offer this Agreement and prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Globalscape Inc)

Adjustment to the Merger Consideration. The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common StockStock but excluding, for the avoidance of doubt, the granting or other issuance of Company Options, or Company Restricted Stock Units in the ordinary course of business), reclassification, recapitalization, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the consummation of the Offer date hereof and prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mattson Technology Inc)

Adjustment to the Merger Consideration. The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common StockStock but excluding, for the avoidance of doubt, the granting or other issuance of Company Options or Company RSUs in the ordinary course of business), reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the consummation of the Offer and prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Jive Software, Inc.)

Adjustment to the Merger Consideration. The Merger Consideration shall be adjusted appropriately 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), reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the consummation date of the Offer this Agreement and prior to the Effective Time; provided, however, nothing in this Section 2.7(d) will modify the Company’s obligations under Section 5.1.

Appears in 1 contract

Samples: Agreement and Plan of Merger (infoGROUP Inc.)

Adjustment to the Merger Consideration. The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock share split, reverse stock share split, stock share dividend (including any dividend or distribution of securities convertible into Company Common StockShares), reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring Shares occurring, or with a record date, on or after the consummation of the Offer date hereof and prior to the Effective Time, and such adjustment to the Merger Consideration shall provide to the holders of Company Shares the same economic effect as contemplated by this Agreement prior to such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Attunity LTD)

Adjustment to the Merger Consideration. The Merger Consideration shall be adjusted appropriately 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), reclassification, recapitalization, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after with a record date during the consummation period between the date of the Offer this Agreement and prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Roundy's, Inc.)

Adjustment to the Merger Consideration. The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common StockStock but excluding, for the avoidance of doubt, the granting or Table of Contents other issuance of Company Options or Company Restricted Stock Units permitted by Section 5.1(b) of this Agreement), reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the consummation of the Offer date hereof and prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Xcerra Corp)

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