Common use of Adjustments to Exchange Ratio Clause in Contracts

Adjustments to Exchange Ratio. (i) If between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalization, an appropriate and proportionate adjustment shall be made to the Exchange Ratio.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Bank of Commerce Holdings), Agreement and Plan of Merger (Columbia Banking System, Inc.), Agreement and Plan of Merger (Bank of Commerce Holdings)

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Adjustments to Exchange Ratio. (i) If If, during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of Parent Common Stock or Company shall have been increasedoccur, decreased, changed into or exchanged for a different number or kind including by reason of shares or securities as a result of a reorganizationany reclassification, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalizationcombination, an appropriate and proportionate adjustment shall be made to exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, the Exchange Ratio, the Merger Consideration and any other amounts payable pursuant to the Offer, the Merger or otherwise pursuant to this Agreement shall be appropriately adjusted.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ondisplay Inc), Agreement and Plan of Merger (Vignette Corp)

Adjustments to Exchange Ratio. (i) If If, during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of Parent Common Stock or the Company shall have been increasedoccur, decreased, changed into or exchanged for a different number or kind including by reason of shares or securities as a result of a reorganizationany reclassification, recapitalization, reclassification, stock dividendredenomination of share capital, stock split, reverse stock split or other similar change in capitalizationcombination, an appropriate and proportionate adjustment shall be made to exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, the Parent Share Price, the Exchange Ratio, the Merger Consideration and any other amounts payable or to be delivered pursuant to the Merger or otherwise pursuant to this Agreement shall be appropriately adjusted.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Novametrix Medical Systems Inc)

Adjustments to Exchange Ratio. (i) If If, during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of Parent Common Stock or Company shall have been increasedoccur, decreased, changed into or exchanged for a different number or kind including by reason of shares or securities as a result of a reorganizationany reclassification, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalizationcombination, an appropriate and proportionate adjustment shall be made to exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, the Exchange Ratio, the Merger Consideration and any other amounts payable pursuant to the Offer, the Merger or otherwise pursuant to this Agreement shall be appropriately adjusted to reflect such changes.

Appears in 1 contract

Samples: Agreement and Plan of Merger (E Trade Group Inc)

Adjustments to Exchange Ratio. (ia) If between the date of this Agreement and the Effective Time, Time the outstanding shares of Parent Common Stock or Company Shares shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result different class, by reason of a reorganization, recapitalization, reclassification, any stock dividend, stock split, reverse stock split reclassification, recapitalization, combination or other similar change in capitalizationexchange of shares, an appropriate and proportionate adjustment the Exchange Ratio shall be made correspondingly adjusted to the Exchange Ratioreflect such stock dividend, stock split, reclassification, recapitalization, combination or exchange of shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Perfectdata Corp)

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Adjustments to Exchange Ratio. (i) If If, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalization, an appropriate and proportionate adjustment shall be made to the Exchange Ratio.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pacific Continental Corp)

Adjustments to Exchange Ratio. (i) If If, during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of Parent Common Stock shall have been increasedoccur, decreased, changed into or exchanged for a different number or kind including by reason of shares or securities as a result of a reorganizationany reclassification, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalizationcombination, an appropriate exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, the Stock Merger Consideration and proportionate adjustment any shares issuable or amounts payable pursuant to the Merger or otherwise pursuant to this Agreement shall be made to the Exchange Ratioappropriately adjusted.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Virage Logic Corp)

Adjustments to Exchange Ratio. (i) If between the date of this Agreement and the Effective Time, Time the outstanding shares of Parent Common Stock or Company Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result different class, by reason of a reorganization, recapitalization, reclassification, any stock dividend, stock split, reverse stock split reclassification, recapitalization, combination or other similar change in capitalizationexchange of shares, an appropriate and proportionate adjustment the Exchange Ratio shall be made correspondingly adjusted to the Exchange Ratioreflect such stock dividend, stock split, reclassification, recapitalization, combination or exchange of shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Exegenics Inc)

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