Changes to Stock. If at any time between the date of this Agreement and the First Effective Time, any change in outstanding Kenvue Common Stock or K▇▇▇▇▇▇▇-▇▇▇▇▇ Common Stock shall occur by reason of any reclassification, recapitalization, stock split, subdivision or combination, consolidation, split-up, exchange or readjustment of shares or any stock dividend or stock distribution thereon with a record date or ex-dividend date during such period, or any similar extraordinary transaction or event (including any merger, consolidation, share exchange, business combination or similar transaction as a result of which Kenvue Common Stock or K▇▇▇▇▇▇▇-▇▇▇▇▇ Common Stock will be converted or exchanged), the Merger Consideration, the Exchange Ratio and other similarly dependent items, as the case may be, shall be appropriately and equitably adjusted to provide to K▇▇▇▇▇▇▇-▇▇▇▇▇ and the holders of Kenvue Common Stock the same economic effect as contemplated by this Agreement prior to such event; provided that this sentence shall not be construed to permit Kenvue, K▇▇▇▇▇▇▇-▇▇▇▇▇ or First Merger Sub to take any action with respect to its securities that is prohibited or restricted by the terms of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Kimberly Clark Corp), Merger Agreement (Kenvue Inc.)