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 the Acceptance Time, and such adjustment to the Offer Price shall provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action; provided that nothing in this Section 2.1(c) shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Health Grades Inc), Agreement and Plan of Merger (Zymogenetics Inc)

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Adjustments to Offer Price. The Offer Price shall be adjusted appropriately and proportionately 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 at or prior to the Acceptance Time, and such adjustment to the Offer Price shall provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action; provided that nothing in this Section 2.1(c1.1(e) shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Conceptus 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 Company Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, merger, issuer tender offer, exchange of shares or other like similar change with respect to Company Common Stock occurring on or after the date hereof of this Agreement and prior to the Acceptance TimeMerger Sub’s acceptance for payment of, and such adjustment to the Offer Price shall provide to the holders of payment for, Company Common Stock tendered in the same economic effect as contemplated by this Agreement prior to such actionOffer; provided provided, however, that (i) nothing in this Section 2.1(c) 1.01 shall be construed to permit the Company to take any action with respect to its securities that is otherwise prohibited by the terms of this Agreement and (ii) share repurchases and grants of equity compensation solely to the extent expressly permitted by the terms of this Agreement, shall not result in any adjustment to the Offer Price.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aimmune Therapeutics, Inc.)

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