Adjustments to Merger Consideration. In the event that, between the date of this Agreement and the Effective Time, the number of issued and outstanding Common Shares or securities convertible or exchangeable into or exercisable for Common Shares changes as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the per share Merger Consideration shall be equitably adjusted to reflect such change; provided, that nothing in the foregoing shall permit the Company to take any action which is otherwise prohibited by the terms of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (American Financial Group Inc), Agreement and Plan of Merger (National Interstate CORP), Agreement and Plan of Merger (American Financial Group Inc)
Adjustments to Merger Consideration. In the event that, between the date of this Agreement and the Effective Time, the number of issued and outstanding shares of Common Shares Stock or securities convertible or exchangeable into or exercisable for shares of Common Shares Stock changes as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the per share Merger Consideration shall be equitably adjusted to reflect such change; provided, provided that nothing in the foregoing shall permit the Company to take any action which is otherwise prohibited by the terms of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (M & F Worldwide Corp), Agreement and Plan of Merger (MacAndrews & Forbes Holdings Inc.)
Adjustments to Merger Consideration. In the event that, between the date of this Agreement and the Effective Acceptance Time, the number of issued and outstanding shares of Common Shares Stock or securities convertible or exchangeable into or exercisable for shares of Common Shares Stock changes as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the per share Merger Consideration shall be equitably adjusted to reflect such change; provided, provided that nothing in the foregoing shall permit the Company to take any action which is otherwise prohibited by the terms of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Calamos Asset Management, Inc. /DE/)
Adjustments to Merger Consideration. In the event that, between the date of this Agreement and the Effective Time, the number of issued and outstanding shares of Common Shares Stock, or securities convertible or exchangeable into or exercisable for shares of Common Shares Stock, changes as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender merger or exchange offer, or other similar transaction, the per share Merger Consideration shall be equitably adjusted to reflect such change; provided, that nothing in the foregoing shall permit the Company to take any action which is otherwise prohibited by the terms of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Amtrust Financial Services, Inc.)
