Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding shares of Acquiror Stock or Company Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, or the assets owned by the Company shall have materially increased, then any number, value (including dollar value) or amount contained herein that is based upon the number of shares of Acquiror Stock or Company Stock will be appropriately adjusted to provide to the Company Stockholders and the Acquiror Stockholders the same economic effect as contemplated by this Agreement prior to such event; provided, however, that this Section 1.04 shall not be construed to permit Acquiror, Merger Sub or the Company to take any action with respect to their respective securities that is prohibited by, or requires consent pursuant to, the terms and conditions of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (American Battery Materials, Inc.), Merger Agreement (Seaport Global Acquisition II Corp.)
Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding Holdings Common Shares or shares of Acquiror Stock or Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, or the assets owned by the Company shall have materially increased, then any number, value (including dollar value) or amount contained herein that which is based upon the number of Holdings Common Shares or shares of Acquiror Stock or Company Common Stock will be appropriately adjusted to provide to the Company Stockholders Cision Owner and the holders of Acquiror Stockholders Common Stock the same economic effect as contemplated by this Agreement prior to such event; provided, however, that this Section 1.04 shall not be construed to permit Acquiror, Holdings or Merger Sub or the Company to take any action with respect to their respective securities that is prohibited by, or requires consent pursuant to, by the terms and conditions of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Capitol Acquisition Corp. III)
Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding shares of Acquiror Company Stock or Company shares of Buyer Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, reorganization, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, or the assets owned by the Company shall have materially increased, then any number, value (including dollar value) or amount contained herein that is based upon the number of shares of Acquiror Company Stock or Company Stock shares of Buyer Common Stock, as applicable, will be appropriately adjusted to provide to the Holders of Company Stockholders and Stock or the Acquiror Stockholders holders of Buyer Common Stock, as applicable, the same economic effect as contemplated by this Agreement prior to such event; provided, however, that this Section 1.04 shall not be construed to permit AcquirorBuyer, the Company or Merger Sub or the Company to take any action with respect to their respective securities that is prohibited by, or requires consent pursuant to, by the terms and conditions of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Edify Acquisition Corp.), Merger Agreement (Unique Logistics International, Inc.)
Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding shares of Acquiror Pre-Transaction Common Stock or Company Stock Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, or the assets owned by the Company shall have materially increased, then any number, value (including dollar value) or amount contained herein that is based upon the number of shares of Acquiror Pre-Transaction Common Stock or Company Stock Shares will be appropriately adjusted to provide to the Company Stockholders Shareholders and the Acquiror Stockholders the same economic effect as contemplated by this Agreement prior to such event; provided, however, that this Section 1.04 shall not be construed to permit Acquiror, Merger Sub or the Company to take any action with respect to their respective securities that is prohibited by, or requires consent pursuant to, the terms and conditions of this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Property Solutions Acquisition Corp.)
Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding shares of Shelf Common Shares or Acquiror Stock or Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, or the assets owned by the Company shall have materially increased, then any number, value (including dollar value) or amount contained herein that which is based upon the number of Shelf Common Shares or shares of Acquiror Stock or Company Common Stock will be appropriately adjusted to provide to the Company Stockholders Acquiror, Holdings, the Blockers and the holders of Acquiror Stockholders Common Stock the same economic effect as contemplated by this Agreement prior to such event; provided, however, that this Section 1.04 1.03 shall not be construed to permit Acquiror, Merger Sub Shelf or the Company Merger Subs to take any action with respect to their respective securities that is prohibited by, or requires consent pursuant to, by the terms and conditions of this Agreement.
Appears in 1 contract
Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding shares of Acquiror Company Common Stock or Company shares of Buyer Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, reorganization, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, or the assets owned by the Company shall have materially increased, then any number, value (including dollar value) or amount contained herein that which is based upon the number of shares of Acquiror Company Common Stock or Company Stock shares of Buyer Common Stock, as applicable, will be appropriately adjusted to provide to the holders of Company Stockholders and Common Stock or the Acquiror Stockholders holders of Buyer Common Stock, as applicable, the same economic effect as contemplated by this Agreement prior to such event; provided, however, that this Section 1.04 shall not be construed to permit AcquirorBuyer, the Company, First Merger Sub or the Company Second Merger Sub to take any action with respect to their respective securities that is prohibited by, or requires consent pursuant to, by the terms and conditions of this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Mudrick Capital Acquisition Corp. II)
Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding shares of Acquiror Company Stock or Company Stock Acquiror Ordinary Shares shall have been changed into a different number of shares or a different classclass or series, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, change, combination or exchange of shares, or any similar event shall have occurred, or the assets owned by the Company shall have materially increased, then any number, value (including dollar value) or amount contained herein that which is based upon the number of shares of Acquiror Company Stock or Company Stock Acquiror Ordinary Shares will be appropriately adjusted to provide to the holders of Company Stockholders Stock and the holders of Acquiror Stockholders Ordinary Shares the same economic effect as contemplated by this Agreement prior to such eventAgreement; provided, however, that this Section 1.04 3.02 shall not be construed to permit Acquiror, the Company, First Merger Sub or the Company Second Merger Sub to take any action with respect to their respective securities that is prohibited by, or requires consent pursuant to, by the terms and conditions of this Agreement.
Appears in 1 contract
Sources: Merger Agreement (10X Capital Venture Acquisition Corp. II)
Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding shares of Acquiror Company Common Stock or Company shares of Acquiror Common Stock shall have been changed into a different number of shares or a different classclass or series, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, change, combination or exchange of shares, or any similar event shall have occurred, or the assets owned by the Company shall have materially increased, then any number, value (including dollar value) or amount contained herein that which is based upon the number of shares of Acquiror Company Common Stock or Company shares of Acquiror Common Stock will be appropriately adjusted to provide to the holders of Company Stockholders Common Stock and the holders of Acquiror Stockholders Common Stock the same economic effect as contemplated by this Agreement prior to such eventAgreement; provided, however, that this Section 1.04 3.02 shall not be construed to permit Acquiror, the Company or Merger Sub or the Company to take any action with respect to their respective securities that is prohibited by, or requires consent pursuant to, by the terms and conditions of this Agreement.
Appears in 1 contract
Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding Holdings Common Shares or shares of Acquiror Stock or Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, or the assets owned by the Company shall have materially increased, then any number, value (including dollar value) or amount contained herein that which is based upon the number of Holdings Common Shares or shares of Acquiror Stock or Company Common Stock will be appropriately adjusted to provide to the Company Stockholders Company, Blocker Seller, and the holders of Acquiror Stockholders Common Stock the same economic effect as contemplated by this Agreement prior to such event; provided, however, that this Section 1.04 1.03 shall not be construed to permit Acquiror, Holdings or Merger Sub or the Company to take any action with respect to their respective securities that is prohibited by, or requires consent pursuant to, by the terms and conditions of this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Fintech Acquisition Corp Iii Parent Corp)
Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding shares of Acquiror Stock or Company Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, or occurred (including any of the assets owned by foregoing in connection with the Company shall have materially increasedDomestication), then any number, value (including dollar value) or amount contained herein that which is based upon the number of shares of Acquiror Stock or Company Stock will be appropriately adjusted to provide to the Company Stockholders NESCO Owner and the holders of Acquiror Stockholders Stock the same economic effect as contemplated by this Agreement prior to such event; provided, however, that this Section 1.04 shall not be construed to permit Acquiror, Merger Sub Sub, Intermediate Holdings or the Company New HoldCo to take any action with respect to their respective securities that is prohibited by, or requires consent pursuant to, by the terms and conditions of this Agreement.
Appears in 1 contract
Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding shares of Acquiror Company Common Stock or Company Stock Acquiror Shares shall have been changed into a different number of shares or a different classclass or series, by reason of or any stock dividend, subdivision, reclassification, recapitalization, split, change, combination or exchange of shares, or any similar event shall have occurred, or the assets owned by the Company shall have materially increased, then any number, value (including dollar value) or amount contained herein that which is based upon the number of shares of Acquiror Company Common Stock or Company Stock Acquiror Shares will be appropriately adjusted to provide to the holders of Company Stockholders Common Stock and the holders of Acquiror Stockholders Shares the same economic effect as contemplated by this Agreement prior to such eventAgreement; provided, however, that this Section 1.04 2.05 shall not be construed to permit Acquiror, Merger Sub the Company or the Company Merger Subs to take any action with respect to their respective securities that is prohibited by, or requires consent pursuant to, by the terms and conditions of this Agreement.
Appears in 1 contract
Sources: Business Combination Agreement (Global Partner Acquisition Corp II)
Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding shares of Acquiror Company Common Stock or Company shares of SPAC Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, reorganization, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, or the assets owned by the Company shall have materially increased, then any number, value (including dollar value) or amount contained herein that which is based upon the number of shares of Acquiror Company Capital Stock or Company Stock shares of SPAC Common Stock, as applicable, will be appropriately adjusted to provide to the holders of Company Stockholders and Capital Stock or the Acquiror Stockholders holders of SPAC Common Stock, as applicable, the same economic effect as contemplated by this Agreement prior to such event; provided, however, that this Section 1.04 shall not be construed to permit Acquiror, Merger Sub SPAC or the Company to take any action with respect to their respective securities that is prohibited by, or requires consent pursuant to, by the terms and conditions of this Agreement.
Appears in 1 contract
Sources: Business Combination Agreement (NavSight Holdings, Inc.)
Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding shares of Acquiror Company Stock or Company Acquiror Common Stock shall have been changed into a different number of shares or a different classclass or series, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, change, combination or exchange of shares, or any similar event shall have occurred, or the assets owned by the Company shall have materially increased, then any number, value (including dollar valuethe Exchange Ratio) or amount contained herein that which is based upon the number of shares of Acquiror Company Stock or Company Acquiror Common Stock will be appropriately adjusted to provide to the holders of Company Stockholders Stock and the holders of Acquiror Stockholders Common Stock the same economic effect as contemplated by this Agreement prior to such eventAgreement; provided, however, that this Section 1.04 3.04 shall not be construed to permit Acquiror, Merger Sub or the Company or Merger Subs to take any action with respect to their respective securities that is prohibited by, or requires consent pursuant to, by the terms and conditions of this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Nxu, Inc.)