Capitalization Changes. If, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock shall have been changed into a different number of shares or a different class by reason of any reclassification, recapitalization, split-up, combination, exchange of shares, or stock dividend, the Conversion Fraction and all per-share price amounts and calculations set forth in this Agreement shall be appropriately adjusted.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Medtronic Inc), Agreement and Plan of Merger (Avecor Cardiovascular Inc), Agreement and Plan of Merger (Physio Control International Corp \De\)
Capitalization Changes. If, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock shall have been are changed into a different number of shares or a different class by reason of any reclassification, recapitalization, stock-split-up, combination, exchange of shares, stock dividend or stock dividendsimilar change in the capitalization of Parent, the Conversion Fraction and all per-share price amounts and calculations set forth in this Agreement shall will be appropriately adjusted.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Entreport Corp), Agreement and Plan of Merger (Entreport Corp), Agreement and Plan of Merger (PivX Solutions, Inc.)
Capitalization Changes. If, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock shall have been changed into or exchanged in accordance with the terms of Section 5.2 for a different number of shares or a different class by reason of any reorganization, reclassification, subdivision, recapitalization, split-up, combination, exchange of shares, stock dividend or stock dividendother similar transaction, the Conversion Fraction Ratio and all per-share price amounts and calculations set forth in this Agreement shall be appropriately adjustedadjusted to reflect such reorganization, reclassification, subdivision, recapitalization, split-up, combination, exchange of shares, stock dividend or other similar transaction.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Medtronic Inc), Agreement and Plan of Merger (Xomed Surgical Products Inc)
Capitalization Changes. If, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock shall have been changed into a different number of shares or a different class by reason of any reclassification, subdivision, recapitalization, split-up, combination, exchange of shares, or stock dividend, the Conversion Fraction Ratio and all per-share price amounts and calculations set forth in this Agreement shall be appropriately adjustedadjusted to reflect such reclassification, subdivision, recapitalization, split-up, combination, exchange of shares or stock dividend.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Medtronic Inc), Agreement and Plan of Merger (Sofamor Danek Group Inc)
Capitalization Changes. If, If between the date of this Agreement and the Effective Time, Time the issued and outstanding shares of Parent Common Stock shall Shares have been changed into a different number of shares Shares or a different class by reason of any reclassification, recapitalization, split-up, combination, exchange of shares, shares or stock dividend, the Conversion Fraction and all per-share price amounts and calculations set forth in this Agreement shall Merger Consideration will be appropriately adjusted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Atrix International Inc)
