Common use of Adjustments to Offer Price Clause in Contracts

Adjustments to Offer Price. The Offer Price 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), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the date hereof and prior to Merger Sub’s acceptance for payment of, and payment for, Company Shares pursuant to the Offer.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (ArcSight Inc), Agreement and Plan of Merger (Mercury Interactive Corp)

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Adjustments to Offer Price. The Offer Price 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 StockOrdinary Shares), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock Ordinary Shares occurring on or after the date hereof and prior to Merger SubAcquiror’s acceptance for payment of, and payment for, Company Ordinary Shares pursuant to tendered in the Offer.

Appears in 4 contracts

Samples: Implementation Agreement, Implementation Agreement (Advantest Corp), Implementation Agreement (Verigy Holding Co. Ltd.)

Adjustments to Offer Price. The Offer Price shall be adjusted appropriately to reflect fully the effect of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like change with respect to Company Common Stock occurring on (or for which a record date is established) after the date hereof and prior to Merger Sub’s acceptance for payment of, and payment for, Company Shares pursuant to the OfferAcceptance Time.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Epizyme, Inc.), Agreement and Plan of Merger (Houghton Mifflin Harcourt Co), Agreement and Plan of Merger (Salesforce Com Inc)

Adjustments to Offer Price. The Offer Price 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), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock Shares occurring on or after the date hereof and prior to Merger Sub’s acceptance for payment of, and payment for, Company Shares pursuant to the OfferAcceptance Time.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Transcend Services Inc), Agreement and Plan of Merger (Nuance Communications, Inc.)

Adjustments to Offer Price. The Offer Price shall be adjusted appropriately to reflect fully the effect of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like change with respect to Company Common Stock occurring on (or for which a record date is established) after the date hereof and prior to Merger Sub’s acceptance the payment by the Purchaser for payment of, the shares of Company Common Stock validly tendered (and payment for, Company Shares pursuant to not validly withdrawn) in the Offer.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Aspect Medical Systems Inc), Agreement and Plan of Merger (Aspect Medical Systems Inc), Agreement and Plan of Merger (Covidien PLC)

Adjustments to Offer Price. The Offer Price 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), cash dividenddividend (other than the First Quarter Dividend), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the date hereof and prior to Merger Sub’s acceptance for payment of, and payment for, Company Shares pursuant to Common Stock tendered in the Offer.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (Burger King Holdings Inc)

Adjustments to Offer Price. The Offer Price 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), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the date hereof and prior to Merger Sub’s acceptance for payment of, and payment for, Company Shares pursuant to Common Stock tendered in the Offer.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Popeyes Louisiana Kitchen, Inc.), Agreement and Plan of Merger (Restaurant Brands International Inc.)

Adjustments to Offer Price. The Offer Price 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), extraordinary cash dividenddividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock (other than the Canadian Exchange Transaction) occurring on or after the date hereof and prior to Merger Sub’s acceptance for payment of, and payment for, Company Shares pursuant to the Offer.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Insilicon Corp), Agreement and Plan of Merger (Synopsys Inc)

Adjustments to Offer Price. The Offer Price 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), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock Shares occurring on or after the date hereof Agreement Date and prior to Merger SubPurchaser’s acceptance for payment of, and payment for, Company Shares pursuant to the Offer.

Appears in 2 contracts

Samples: Tender Offer Agreement, Tender Offer Agreement (Jazz Pharmaceuticals PLC)

Adjustments to Offer Price. The Offer Price 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), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Company Common Stock occurring on or after the date hereof and prior to Merger Sub’s acceptance for payment of, and payment for, the Company Shares Common Stock pursuant to the Offer.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Applix Inc /Ma/), Agreement and Plan of Merger (Cognos Inc)

Adjustments to Offer Price. The Offer Price 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), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the date hereof and prior to Merger Sub’s acceptance for payment of, and payment for, Company Shares pursuant to the Offer.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Third Wave Technologies Inc /Wi), Agreement and Plan of Merger (Hologic Inc)

Adjustments to Offer Price. The Offer Price shall be adjusted appropriately to reflect fully the effect of any reclassification, subdivision, combination, exchange, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like change with respect to Company Common Stock occurring on (or for which a record date is established) after the date hereof and prior to Merger Sub’s acceptance for payment of, and payment for, Company Shares pursuant to the OfferAcceptance Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Blue Apron Holdings, Inc.)

Adjustments to Offer Price. The Offer Price 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), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares shares, dividend or distribution of rights, or other like change with respect to Company Common Stock occurring on or after the date hereof and prior to Merger Acquisition Sub’s acceptance for payment of, and payment for, Company Shares pursuant Common Stock tendered in the Offer, and such adjustment to the OfferOffer Price shall provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Williams Controls Inc)

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Adjustments to Offer Price. The Offer Price 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 or exchangeable for Company Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the date hereof and prior to Merger Acquisition Sub’s acceptance for payment of, and payment for, Company Shares pursuant Common Stock tendered in the Offer, and such adjustment to the OfferOffer Price shall provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Midas Inc)

Adjustments to Offer Price. The Offer Price 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 or exchangeable for Company Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the date hereof and prior to Merger Sub’s acceptance for payment of, and payment for, Company Shares pursuant Common Stock tendered in the Offer, and such adjustment to the OfferOffer Price shall provide to the Company Common Stockholders the same economic effect as contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cobra Electronics Corp)

Adjustments to Offer Price. The Offer Price 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), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the date hereof and prior to Merger Acquisition Sub’s 's acceptance for payment of, and payment for, Company Shares pursuant Common Stock tendered in the Offer, and such adjustment to the OfferOffer Price shall provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action.

Appears in 1 contract

Samples: Iii Agreement and Plan of Merger (Bioclinica Inc)

Adjustments to Offer Price. The Offer Price 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), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the date hereof and prior to Merger Sub’s acceptance for payment of, and payment for, shares of Company Shares Common Stock pursuant to the Offer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Baldor Electric Co)

Adjustments to Offer Price. The Offer Price shall be adjusted appropriately to reflect fully the effect of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like change with respect to Company Common Stock occurring on (or for which a record date is established) after the date hereof and prior to Merger Sub’s acceptance the payment by the Purchaser for payment of, the shares of Company Common Stock validly tendered and payment for, Company Shares pursuant to not withdrawn in connection with the Offer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Trimeris Inc)

Adjustments to Offer Price. The Offer Price shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock or cash dividend (including any dividend or distribution of securities convertible into Company Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the date hereof Agreement Date and prior to Merger Sub’s acceptance for payment of, and payment for, Company Shares pursuant to the Offer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sonosite Inc)

Adjustments to Offer Price. The Offer Price 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), extraordinary cash dividenddividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the date hereof and prior to Merger Sub’s Purchaser's acceptance for payment of, and payment for, Company Shares pursuant to the Offer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Acxiom Corp)

Adjustments to Offer Price. The Offer Price 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), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the date hereof and prior to Merger Sub’s 's acceptance for payment of, and payment for, Company Shares pursuant to the Offer.

Appears in 1 contract

Samples: Iv Agreement and Plan of Merger (Hewlett Packard Co)

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