Common use of Adjustments to Offer Price Clause in Contracts

Adjustments to Offer Price. The Offer Price shall be adjusted to the extent appropriate to reflect the effect of any stock split, division or subdivision of Shares, stock dividend, reverse stock split, consolidation of Shares, reclassification, recapitalization or other similar transaction with respect to the Shares occurring or having a record date on or after the Date of Delivery and prior to the payment by Purchaser for the Shares; provided that (i) this Section 1.2(g) shall not be construed to permit GFI to take any actions with respect to its Securities that is prohibited by Section 4.1 and (ii) in no event shall any adjustment be made to the Offer Price with respect to any change during such period that results from any exercise or vesting of any GFI Stock Option or GFI RSU and/or the issuance of any Shares with respect to any of the foregoing.

Appears in 5 contracts

Samples: Tender Offer Agreement (BGC Partners, Inc.), Tender Offer Agreement (BGC Partners, Inc.), Tender Offer Agreement (BGC Partners, Inc.)

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Adjustments to Offer Price. The Offer Price shall be adjusted to the extent appropriate to reflect the effect of any stock split, division or subdivision of Shares, stock dividend, reverse stock split, consolidation of Shares, reclassification, recapitalization or other similar transaction with respect to the Shares occurring or having a record date on or after the Date date of Delivery this Agreement and prior to the payment by Purchaser for the Shares; provided that (i) this Section 1.2(g) shall not be construed to permit GFI to take any actions with respect to its Securities that is prohibited by Section 4.1 and (ii) in no event shall any adjustment be made to the Offer Price with respect to any change during such period that results from any exercise or vesting of any GFI Stock Option or GFI RSU and/or the issuance of any Shares with respect to any of the foregoing.

Appears in 3 contracts

Samples: Tender Offer Agreement (GFI Group Inc.), Tender Offer Agreement (BGC Partners, Inc.), Tender Offer Agreement (BGC Partners, Inc.)

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