Common use of Adjustments to Prevent Dilution Clause in Contracts

Adjustments to Prevent Dilution. Subject to the restrictions contained in Section 5.1, in the event that the Company changes the number of Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Merger Consideration shall be proportionately adjusted to reflect such change.

Appears in 5 contracts

Sources: Merger Agreement (Providence & Worcester Railroad Co/Ri/), Merger Agreement (Railamerica Inc /De), Merger Agreement (Genesee & Wyoming Inc)

Adjustments to Prevent Dilution. Subject to Notwithstanding the restrictions contained in Section 5.1, in the event that the Company changes the number of Shares Shares, or securities convertible or exchangeable into or exercisable for Shares, issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Merger Consideration shall be proportionately adjusted to reflect such change.

Appears in 4 contracts

Sources: Merger Agreement (Manatron Inc), Merger Agreement (Smithkline Beecham Corp), Merger Agreement (Onyx Software Corp/Wa)

Adjustments to Prevent Dilution. Subject to the restrictions contained in Section 5.16.01, in the event that the Company changes the number of Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Merger Consideration shall be proportionately adjusted to reflect such change.

Appears in 4 contracts

Sources: Merger Agreement, Merger Agreement (CF Corp), Merger Agreement (Fidelity & Guaranty Life)

Adjustments to Prevent Dilution. Subject to Notwithstanding the restrictions contained in Section 5.1, in the event that the Company changes the number of Shares Common Shares, or securities convertible or exchangeable into or exercisable for Common Shares, issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Merger Consideration shall be proportionately adjusted to reflect such change.

Appears in 2 contracts

Sources: Merger Agreement (Emergent BioSolutions Inc.), Merger Agreement (Trubion Pharmaceuticals, Inc)

Adjustments to Prevent Dilution. Subject to the restrictions contained set forth in Section 5.16.01, in the event that the Company changes the number of Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Merger Consideration shall be proportionately adjusted to reflect such change.

Appears in 2 contracts

Sources: Merger Agreement (Vericity, Inc.), Merger Agreement (Vericity, Inc.)

Adjustments to Prevent Dilution. Subject to Without limiting the restrictions contained in provisions of Section 5.16.1, in the event that prior to the Effective Time the Company changes the number of Common Shares issued and outstanding prior to the Effective Time or securities convertible or exchangeable into or exercisable for Common Shares as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, subdivision or other similar transaction, the Merger Consideration shall be proportionately adjusted to reflect such changeequitably adjusted.

Appears in 2 contracts

Sources: Merger Agreement (Orion Capital Corp), Merger Agreement (Royal Group Inc/)

Adjustments to Prevent Dilution. Subject to the restrictions contained in Section 5.16.01, in the event that the Company changes the number of Company Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Estimated Aggregate Non-Voting Share Merger Consideration and the Aggregate Merger Consideration shall each be proportionately adjusted to reflect such change.

Appears in 1 contract

Sources: Merger Agreement (KKR & Co. Inc.)

Adjustments to Prevent Dilution. Subject to Notwithstanding the restrictions contained in Section 5.1, in the event that the Company changes the number of Shares shares of Company Stock, or securities convertible or exchangeable into or exercisable for shares of Company Stock, issued and outstanding on or after the date hereof and prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Merger Consideration shall be proportionately adjusted to reflect such change.

Appears in 1 contract

Sources: Merger Agreement (Intraware Inc)

Adjustments to Prevent Dilution. Subject to the restrictions contained in Section 5.16.1, in the event that the Company changes the number of Shares Shares, or securities convertible or exchangeable into or exercisable for Shares, issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Offer Price and the Merger Consideration shall be proportionately adjusted to reflect such change.

Appears in 1 contract

Sources: Merger Agreement (Webmethods Inc)

Adjustments to Prevent Dilution. Subject to the restrictions contained in Section 5.16.01, in the event that the Company changes the number of Company Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Merger Consideration shall be proportionately adjusted to reflect such change.

Appears in 1 contract

Sources: Merger Agreement (KKR & Co. Inc.)