Adjustments to Merger Shares Clause Samples
The "Adjustments to Merger Shares" clause defines how the number or value of shares to be exchanged or issued in a merger may be modified under certain circumstances. Typically, this clause outlines specific events—such as stock splits, dividends, recapitalizations, or changes in capital structure—that would trigger a recalculation of the merger consideration. For example, if the target company issues additional shares before the merger closes, the exchange ratio may be adjusted to maintain fairness between the parties. The core function of this clause is to ensure that unforeseen changes in either company's share structure do not unfairly advantage or disadvantage either party, thereby preserving the intended economic balance of the merger agreement.
Adjustments to Merger Shares. The number of Merger Shares to be issued in the Merger shall be equitably adjusted (i) as set out in Section 2.3 and (ii) to reflect fully the effect of any stock split, reverse split, reclassification, stock dividend (including any dividend or distribution of securities convertible into Buyer Common Stock), reorganization, recapitalization or other like change with respect to Buyer Common Stock occurring after the date hereof and prior to the Effective Time.
Adjustments to Merger Shares. The number of Merger Shares shall ---------------------------- be appropriately adjusted to reflect the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock), reorganization, recapitalization or other like change with respect to Parent Common Stock occurring after the date hereof and prior to the Effective Time, so as to provide Parent and the shareholders of the Company the same economic effect as contemplated by this Agreement prior to such stock split, reverse split, stock dividend, reorganization, recapitalization, like change or increase.
Adjustments to Merger Shares. The number of Merger Shares 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 Common Stock or Company Common Stock), reorganization, reclassification, recapitalization or other like change with respect to Acquiror Common Stock or Company Common Stock, the effective date of which occurs after the date hereof and prior to the Effective Time.
Adjustments to Merger Shares. 2.10.1 If the Closing Value of the Parent Common Stock is less than $1.75 per share, then, and in such event, that number of shares of Parent Common Stock (rounded up to the nearest whole share) as is equal to the amount determined by (i) subtracting the Closing Value of the Parent Common Stock from $1.93, (ii) multiplying the difference by 7,250,000, and (iii) dividing the result by the Closing Value of the Parent Common Stock shall be added to the Merger Shares.
2.10.2 If the Parent purchases any shares of the Company Series A Preferred Stock pursuant to SECTION 7.13, that number of shares of Parent Common Stock (rounded up to the nearest whole share) as is equal to the amount determined by dividing the total cash amount paid by the Parent in purchasing such shares of Company Series A Preferred Stock by $1.93 shall be subtracted from the Merger Shares.