Adjustments to Exchange Ratios. The Exchange Ratio shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Common Stock or Target Common Stock), reorganization, recapitalization or other like change with respect to Acquiror Common Stock or Target Common Stock having a record date after the date hereof and prior to the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Kroll Inc), Agreement and Plan of Reorganization (Ontrack Data International Inc), Agreement and Plan of Reorganization (Factual Data Corp)
Adjustments to Exchange Ratios. The Stock Exchange Ratio and Cash Exchange Ratio shall be adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Parent Common Stock or Target Company Common Stock), reorganization, recapitalization or other like change with respect to Acquiror Parent Common Stock or Target Company Common Stock having a record date occurring after the date hereof and prior to the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Authorize.Net Holdings, Inc.), Agreement and Plan of Reorganization (Saba Software Inc), Agreement and Plan of Reorganization (Centra Software Inc)
Adjustments to Exchange Ratios. The Exchange Ratio Ratios shall be equitably adjusted to reflect fully the effect of any stock split, reverse split, stock combination, stock dividend (including any dividend or distribution of securities convertible into Acquiror Parent Common Stock or Target Common Company Capital Stock), reorganization, reclassification, recapitalization or other like change with respect to Acquiror Parent Common Stock or Target Common Company Capital Stock having a record date occurring after the date hereof and prior to the Effective Time.
Appears in 3 contracts
Samples: Merger Agreement And (Broadcom Corp), Plan of Reorganization (Kana Communications Inc), Plan of Reorganization (Kana Communications Inc)
Adjustments to Exchange Ratios. The Exchange Ratio Ratios (as defined below) shall be adjusted to reflect fully appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Parent Common Stock or Target Company Common Stock), extraordinary cash dividends, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Acquiror Parent Common Stock, Company Common Stock, Company Preferred Stock (or Target Common Stock having a record date any options or warrants with respect to the foregoing) occurring on or after the date hereof and prior to the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Multi Link Telecommunications Inc), Agreement and Plan of Merger (Cab-Tive Advertising, Inc.), Agreement and Plan of Merger (Biogold Fuels CORP)
Adjustments to Exchange Ratios. The Common Exchange Ratio, the amount of Cash Consideration and the Option Exchange Ratio shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Common Stock or Target Common Capital Stock), reorganization, recapitalization or other like change with respect to Acquiror Common Stock or Target Common Capital Stock having a record date occurring after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Ontrack Data International Inc), Agreement and Plan of Reorganization (Legato Systems Inc)
Adjustments to Exchange Ratios. The Exchange Ratio Ratios shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Common Stock or Target Common Capital Stock), reorganization, recapitalization or other like change with respect to Acquiror Common Stock or Target Common Stock having a record date Capital Stock) occurring after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Hoovers Inc), Agreement and Plan of Reorganization (Human Genome Sciences Inc)
Adjustments to Exchange Ratios. The Stock Exchange Ratio, the Non-Voting Conversion Ratio, the Non-Voting Exchange Ratio and Cash Exchange Ratio shall be adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Parent Common Stock, Parent Non-Voting Convertible Stock or Target Company Common Stock), reorganization, recapitalization or other like change with respect to Acquiror Parent Common Stock, Parent Non-Voting Convertible Stock or Company Common Stock or Target Common Stock having a record date occurring after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Credence Systems Corp), Agreement and Plan of Reorganization (Nptest Holding Corp)
Adjustments to Exchange Ratios. The Each of the Exchange Ratio, the Additional Share Conversion Ratio and the Excess Share Ratio, as the case may be, shall be equitably adjusted to reflect fully appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Parent Common Stock or Target Company Common Stock), extraordinary cash dividends, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Acquiror Parent Common Stock or Target Company Common Stock having a record date occurring on or after the date hereof and prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Israel Technology Acquisition Corp.), Agreement and Plan of Merger (Israel Technology Acquisition Corp.)
Adjustments to Exchange Ratios. The Without limiting any other provision of this Agreement, the Stock Exchange Ratio, Option Exchange Ratio and Warrant Exchange Ratio shall each be appropriately adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Common Stock or Target Parent Common Stock), reorganization, reclassification, recapitalization or other like change with respect to Acquiror Parent Common Stock occurring or Target Common Stock having a record date or an effective date on or after the date hereof and prior to the Effective Time.
Appears in 1 contract
Adjustments to Exchange Ratios. The Series A Exchange Ratio and the Common Stock Exchange Ratio shall be adjusted to reflect fully appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Common Stock or Target Centra Common Stock), reorganization, recapitalization recapitalization, reclassification or other like change with respect to Acquiror Centra Common Stock occurring on or Target Common Stock having a record date after the date hereof and prior to the Effective Time.
Appears in 1 contract
Adjustments to Exchange Ratios. The Exchange Ratio and the Earn-Out Exchange Ratio shall be equitably adjusted to reflect fully the effect of any stock split, reverse split, stock combination, stock dividend (including any dividend or distribution of securities convertible into Acquiror Broadcom Common Stock or Target Common Company Capital Stock), reorganization, reclassification, recapitalization or other like change with respect to Acquiror Broadcom Common Stock or Target Common Company Capital Stock having a record the effective date of which occurs after the date hereof and prior to the Effective Time.
Appears in 1 contract
Samples: Merger Agreement And (Broadcom Corp)
Adjustments to Exchange Ratios. The Exchange Ratio shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Parent Common Stock or Target Common Company Capital Stock), reorganization, recapitalization or other like change with respect to Acquiror Parent Common Stock or Target Common Company Capital Stock having a record date occurring after the date hereof and prior to the Effective Time.
Appears in 1 contract
Adjustments to Exchange Ratios. The Cash Exchange Ratio, the Stock Exchange Ratio and the Option Exchange Ratio shall be equitably adjusted to reflect fully appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Common Stock or Target Parent Common Stock), reorganization, recapitalization recapitalization, reclassification or other like change with respect to Acquiror Parent Common Stock occurring on or Target Common Stock having a record date after the date hereof and prior to the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger And (Network Appliance Inc)
Adjustments to Exchange Ratios. The Exchange Ratio shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Common Stock or Target Common Stock), reorganization, recapitalization or other like change with respect to Acquiror Common Stock or Target Common Stock having a record date after the date hereof and prior to the Effective Time.. (f)
Appears in 1 contract
