Adjustments to the Merger Consideration. The Merger Consideration shall be adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock or Company Preferred Stock), reorganization, recapitalization, reclassification or other like change with respect to Company Common Stock or Company Preferred Stock having a record date on or after the date hereof and prior to the Effective Time.
Adjustments to the Merger Consideration. If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur as a result of any reclassification, stock split (including a reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period, the Merger Consideration shall be equitably adjusted to provide to Parent, Merger Sub and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action, and thereafter, all references in this Agreement to the “Merger Consideration” shall be references to the Merger Consideration as so adjusted; provided, however, that nothing in this Section 2.1(d) shall be deemed to permit or authorize any party hereto to effect any such change that it is not otherwise authorized or permitted to undertake pursuant to this Agreement.
Adjustments to the Merger Consideration. Upon determination of the Specified Included Liabilities Amount, the Base Merger Consideration shall be adjusted as follows: If the Specified Included Liabilities Amount is greater than $1,725,000,000, then the Per Share Cash Amount shall be reduced by an amount equal to the quotient obtained by dividing (x) the difference between the Specified Included Liabilities Amount and $1,725,000,000 by (y) the sum of (A) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares other than Dissenting Shares) and (B) the number of shares reserved for issuance pursuant to the Chapter 11 Plan that are unissued immediately prior to the Effective Time (which number shall not exceed 5,375,000 minus the number of shares so issued after the date hereof) provided that if, pursuant to the foregoing adjustment, the Per Share Cash Amount would otherwise be less than zero (the amount by which the Per Share Cash Amount would otherwise be less than zero, the "Incremental Amount"), the Per Share Cash Amount shall be reduced to zero, and there shall be a further adjustment made to the Exchange Ratio such that the Exchange Ratio shall be equal to the product of (x) 0.4062 and (y) the quotient obtained by dividing (1) the Aggregate Base Merger Consideration minus the Aggregate Incremental Amount by (2) the Aggregate Base Merger Consideration. For the avoidance of doubt, if the Specified Included Liabilities Amount is $1,725,000,000 or less, there shall be no adjustment made to the Base Merger Consideration. For the purposes hereof, the "Aggregate Base Merger Consideration" shall equal $14.75 multiplied by the sum of (x) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares other than Dissenting Shares) and (y) the number of shares reserved for issuance pursuant to the Chapter 11 Plan that are unissued immediately prior to the Effective Time (which number shall not exceed 5,375,000 minus the number of shares so issued after the date hereof).
Adjustments to the Merger Consideration. Any amount paid by or to the Shareholders (or Shareholder Representative) or Parent under Article 7 or Article 9 will be treated as an adjustment to the Merger Consideration, unless otherwise required by Applicable Law.
Adjustments to the Merger Consideration. (i) If the number of NB&T Financial Common Shares issued and outstanding immediately prior to the Effective Time exceeds the number of NB&T Financial Common Shares issued and outstanding as of the date hereof, except to the extent such increase is due to the exercise of NB&T Financial Options or the issuance of NB&T Financial Common Shares pursuant to the dividend reinvestment feature of the NB&T Financial ESOP, the Merger Consideration will not be adjusted as a result of such excess, though appropriate adjustments will be made to the Per Share Stock Consideration and the Per Share Cash Consideration.
Adjustments to the Merger Consideration. (i) If the number of Xxxxx Common Shares issued and outstanding immediately prior to the Effective Time exceeds the number of Xxxxx Common Shares issued and outstanding as of the date hereof, except to the extent such increase is due to the exercise of Xxxxx Options, the Merger Consideration will not be adjusted as a result of such excess, though an appropriate adjustment will be made to the Exchange Ratio.
Adjustments to the Merger Consideration. (a) The Stock Amount shall be adjusted as of the end of the ten (10) consecutive trading-day period (the "Valuation Period") during which the shares of Bank Common Stock are traded on the NASDAQ Stock Market National Market System ("NASDAQ") ending on the date on which the last of the regulatory approvals required for the consummation of the Merger occurs (the "Valuation Date"). If the Valuation Period Market Value of Bank Common Stock is less than $27.875, the Stock Amount shall be equal to the amount obtained by (A) multiplying 2,945,594 by $27.875 and (B) dividing the product thereof by the Floor Value. If the Valuation Period Market Value is greater than $27.875, the Stock Amount shall be equal to the amount obtained by (A) multiplying 2,945,594 by $27.875 and (B) dividing the product thereof by the Ceiling Value. Notwithstanding the foregoing, if the Valuation Period Market Value shall be below the Floor Value, the Bank may in its discretion increase the Stock Amount and decrease the Base Cash Consideration so long as (i) the Average Per Share Consideration shall remain equal to that resulting from the application of the preceding sentence and (ii) the percentage of the Aggregate Consideration accounted for by cash shall not be less than that which would exist if the Valuation Period Market Value were equal to the Floor Value.
Adjustments to the Merger Consideration. If prior to the Effective Time, the outstanding shares of Symposium Common Stock shall have been changed into a different number of shares or a different class by reason of any reclassification, recapitalization, stock split, combination or readjustment, or a stock dividend thereon shall have been declared with a record date within such period (each, an "Adjustment Event"), the number and kind of shares of Symposium Common Stock to be issued and delivered as provided in this Agreement shall be appropriately adjusted for each Adjustment Event.
Adjustments to the Merger Consideration. The Merger Consideration shall be adjusted as of the Closing by the Adjustment Amount pursuant to Section 2.7(a) and, after the Closing, pursuant to Section 2.7(b), but only with respect to matters identified in the Closing Settlement Statement, the Post-Closing Settlement Statement or an Adjustment Notice, in accordance with this Section 2.6. For purposes of this Agreement and for determining the Merger Consideration, the “Adjustment Amount” shall mean an amount, which may be positive or negative, equal to:
Adjustments to the Merger Consideration. If the Parent Average Closing Price for the Determination Period is less than $27.76, and (I) the Parent Stock Price Ratio is less than (II) the Index Ratio after subtracting 0.15 from the Index Ratio, Parent shall, at its option and in its sole discretion, within two (2) Business Days of the Determination Date, adjust the Merger Consideration to include an amount in cash equal to (A) $17.850 minus (B)(x) 0.6430 multiplied by (y) the Parent Average Closing Price for the Determination Period.
