Replies to post #509975 on Mr Cooper Group Inc (COOP)

[mordicai]

"Section 2.7 Certain Adjustments. Notwithstanding anything in this Agreement to the contrary, if, from the date of this Agreement until the earlier of (a) the Effective Time and (b) any termination of this Agreement in accordance with Section 9.1, the outstanding shares of Parent Common Stock, the outstanding shares of Parent Series B Preferred Stock or the outstanding shares of Company Stock (or the securities convertible into or exercisable for shares of Parent Common Stock, Parent Series B Preferred Stock or shares of Company Stock) shall have been changed into a different number of shares or a different class by reason of any reclassification, stock split (including a reverse stock split), recapitalization, split-up, combination, exchange of shares, readjustment, or other similar transaction, or a stock dividend thereon shall be declared with a record date within
said period, then the Merger Consideration, the Exchange Ratio and any other similarly dependent items, as the case may be, shall be appropriately adjusted to provide Parent and the holders of Company Stock (including Company Restricted Stock and Company RSUs), as the case may be, the same economic effect as contemplated by this Agreement prior to such event. Nothing in this Section 2.7 shall be construed to permit any Party to take any action that is otherwise prohibited or restricted by any other provision of this Agreement."

Whatever the initial language giveth, the latter language taketh away? Seems to me the prohibition against splits at page 66 could have easily read ...splits (unless otherwise later agreed to by the parties) ...if that is what was intended by the above section. Perhaps this Section 2.7 should be read in the context of another acquisition occurring before closing of NSM. Why has the word acquisition been used at the bottom of the page 66 language?

none of Parent and Merger Sub shall, nor shall Parent permit any of its Subsidiaries to:

(a) (i) other than dividends and other distributions by a direct or indirect Subsidiary of Parent to Parent or any direct
or indirect wholly-owned Subsidiary of Parent, declare, set aside or pay any dividends on, or make any other distributions
in respect of, any of its capital stock or other equity securities, (ii) split, recapitalize, subdivide, combine or reclassify any
shares of Parent Common Stock, Parent Preferred Stock, Parent Common Stock or issue or authorize the issuance of any
other securities in respect of, convertible into or in substitution for, outstanding shares of Parent Common Stock, Parent
Preferred Stock or Parent Common Stock, or (iii) purchase, redeem or otherwise acquire or offer to purchase, redeem or
otherwise acquire any Parent Securities or Parent Subsidiary Securities, except, in the case of this clause (iii), for such
purchases, redemptions and other acquisitions solely between Parent and a wholly owned Subsidiary thereof, or between a
wholly owned Subsidiary of Parent and another wholly owned Subsidiary of Parent;

(b) amend its certificate of incorporation, bylaws or other similar organizational documents.