Common use of Adjustment for Consolidation, Merger or Other Reorganization Event Clause in Contracts

Adjustment for Consolidation, Merger or Other Reorganization Event. (a) In the event of (i) any consolidation or merger of the Company, or any surviving entity or subsequent surviving entity of the Company (a “Company Successor”), with or into another entity (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation), (ii) any sale, transfer, lease or conveyance to another corporation of the property of the Company or any Company Successor as an entirety or substantially as an entirety, (iii)(x) any statutory exchange of securities of the Company or any Company Successor with another corporation or (y) any sale of all or substantially all of the outstanding equity securities of the Company or any Company Successor, including pursuant to any plan of arrangement or similar scheme with the Company’s stockholders under any applicable law, rule or regulation or order of any court or governmental authority (in the case of each of the preceding clauses (x) and (y), other than in connection with a consolidation or merger referred to in clause (i) immediately above), or (iv) any liquidation, dissolution or winding up of the Company or any Company Successor (any such event described in clause (i), (ii), (iii) or (iv), a “Reorganization Event”), Seller shall deliver on the Exchange Date, in lieu of the Contract Shares, cash in an amount (the “Basic Reorganization Event Amount”) equal to the product of (x) the sum of the Firm Shares and the Additional Shares and (y)(i) if the Transaction Value is less than the Appreciation Threshold Price but equal to or greater than the Initial Price, the Initial Price, (ii) if the Transaction Value is equal to or greater than the Appreciation Threshold Price, 0.8333 multiplied by the Transaction Value, and (iii) if the Transaction Value is less than the Initial Price, the Transaction Value. Notwithstanding the foregoing, if the consideration received by the holders of the Common Stock in the Reorganization Event (the “Merger Consideration”) includes any Marketable Securities, Seller may, at its option, deliver those Marketable Securities on the Exchange Date in lieu of delivering an amount of cash equal to the value of those Marketable Securities as described above based on the Average Market Price of the Marketable Securities on the Exchange Date.

Adjustment for Consolidation, Merger or Other Reorganization Event. (a) In the event of (i) any consolidation or merger of the Company, or any surviving entity or subsequent surviving entity of the Company (a “"Company Successor”"), with or into another entity (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock Ordinary Shares outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation), (ii) any sale, transfer, lease or conveyance to another corporation of the property of the Company or any Company Successor as an entirety or substantially as an entirety, (iii)(x) any statutory exchange of securities of the Company or any Company Successor with another corporation or (y) any sale of all or substantially all of the outstanding equity securities of the Company or any Company SuccessorSuccessor Company, including pursuant to any plan of arrangement or similar scheme with the Company’s stockholders 's shareholders under any applicable law, rule or regulation or order of any court or governmental authority (in the case of each of the preceding clauses (x) and (y), other than in connection with a merger or consolidation or merger referred to in clause (i) immediately above), or (iv) any liquidation, dissolution or winding up of the Company or any Company Successor (any such event described in clause (i), (ii), (iii) or (iv), a “"Reorganization Event”"), Seller shall deliver on the Exchange Date, in lieu of the Contract Shares, cash in an amount (the “"Basic Reorganization Event Amount”") equal to the Dilution Adjustment (or successive Dilution Adjustments), if any, that have been applied to the Exchange Rate pursuant to Section 6.1 at or prior to the time of such Reorganization Event, multiplied by the product of (x) the sum of the Firm Shares and Share Base Amount plus the Additional Shares Share Base Amount and (y)(i) if the Transaction Value is less than the Appreciation Threshold Price but equal to or greater than the Initial Price, the Initial Price, (ii) if the Transaction Value is equal to or greater than the Appreciation Threshold Price, 0.8333 0.____ multiplied by the Transaction Value, and (iii) if the Transaction Value is less than the Initial Price, the Transaction Value. Notwithstanding the foregoing, if the consideration received by the holders of the Common Stock Ordinary Shares in the Reorganization Event (the “"Merger Consideration”") includes any Marketable Securities, Seller may, at its option, deliver those Marketable Securities on the Exchange Date in lieu of delivering an amount of cash equal to the value of those Marketable Securities as described above above, deliver an equivalent amount (based on the Average Market Price value determined in accordance with clause (z) of the definition of Transaction Value) of such Marketable Securities on Securities, but not exceeding, as a percentage of the Exchange Datetotal consideration required to be delivered, the percentage of the total Transaction Value attributable to such Marketable Securities.

Adjustment for Consolidation, Merger or Other Reorganization Event. (a) In the event of (i) any consolidation consolidation, amalgamation or merger of the Company, or any surviving entity or subsequent surviving entity of the Company (a “"Company Successor”"), with or into another entity (other than a consolidation, amalgamation or merger or consolidation in which the Company is the continuing corporation and in which the shares of Class A Common Stock outstanding immediately prior to the consolidation, amalgamation or merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation), (ii) any sale, transfer, lease or conveyance to another corporation of the property of the Company or any Company Successor as an entirety or substantially as an entirety, (iii)(x) any statutory exchange of securities of the Company or any Company Successor with another corporation or (y) any sale of all or substantially all of the outstanding equity securities of the Company or any Company SuccessorSuccessor Company, including pursuant to any plan of arrangement or similar scheme with the Company’s stockholders 's shareholders under any applicable law, rule or regulation or order of any court or governmental authority (in the case of each of the preceding clauses (x) and (y), other than in connection with a consolidation consolidation, amalgamation or merger referred to in clause (i) immediately above), or (iv) any liquidation, dissolution or winding up of the Company or any Company Successor (any such event described in clause (i), (ii), (iii) or (iv), a “"Reorganization Event”"), Seller shall deliver on the Exchange Date, in lieu of the Contract Shares, cash in an amount (the “"Basic Reorganization Event Amount”") equal to the Dilution Adjustment (or successive Dilution Adjustments), if any, that have been applied to the Exchange Rate pursuant to Section 6.1 at or prior to the time of such Reorganization Event, multiplied by the product of (x) the sum of the Firm Shares and Share Base Amount plus the Additional Shares Share Base Amount and (y)(i) if the Transaction Value is less than the Appreciation Threshold Price but equal to or greater than the Initial Price, the Initial Price, (ii) if the Transaction Value is equal to or greater than the Appreciation Threshold Price, 0.8333 _____ multiplied by the Transaction Value, and (iii) if the Transaction Value is less than the Initial Price, the Transaction Value. Notwithstanding the foregoing, if the consideration received by the holders of the Class A Common Stock in the Reorganization Event (the “"Merger Consideration”") includes any Marketable Securities, Seller may, at its option, deliver those Marketable Securities on the Exchange Date in lieu of delivering an amount of cash equal to the value of those Marketable Securities as described above above, deliver an equivalent amount (based on the Average Market Price value determined in accordance with clause (z) of the definition of Transaction Value) of such Marketable Securities on Securities, but not exceeding, as a percentage of the Exchange Datetotal consideration required to be delivered, the percentage of the total Transaction Value attributable to such Marketable Securities.

Adjustment for Consolidation, Merger or Other Reorganization Event. (a) In the event of (i) any consolidation consolidation, amalgamation or merger of the Company, or any surviving entity or subsequent surviving entity of the Company (a “"Company Successor”"), with or into another entity (other than a consolidation, amalgamation or merger or consolidation in which the Company is the continuing corporation and in which the Class A Common Stock outstanding immediately prior to the consolidation, amalgamation or merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation), (ii) any sale, transfer, lease or conveyance to another corporation of the property of the Company or any Company Successor as an entirety or substantially as an entirety, (iii)(x) any statutory exchange of securities of the Company or any Company Successor with another corporation or (y) any sale of all or substantially all of the outstanding equity securities of the Company or any Company SuccessorSuccessor Company, including pursuant to any plan of arrangement or similar scheme with the Company’s 's stockholders under any applicable law, rule or regulation or order of any court or governmental authority (in the case of each of the preceding clauses (x) and (y), other than in connection with a consolidation consolidation, amalgamation or merger referred to in clause (i) immediately above), or (iv) any liquidation, dissolution or winding up of the Company or any Company Successor (any such event described in clause (i), (ii), (iii) or (iv), a “"Reorganization Event”"), Seller shall deliver on the Exchange Date, in lieu of the Contract SharesAdditional Stock, cash in an amount (the “"Basic Reorganization Event Amount”") equal to the result of applying the Dilution Adjustment (or successive Dilution Adjustments), if any, that have been to the Exchange Rate pursuant to Section 6.1 at or prior to the time of such Reorganization Event, multiplied by the product of (x) the sum of the Firm Shares and the Additional Shares Stock Base Amount and (y)(i) if the Transaction Value is less than the Appreciation Threshold Price but equal to or greater than the Initial Price, the Initial Price, (ii) if the Transaction Value is equal to or greater than the Appreciation Threshold Price, 0.8333 o multiplied by the Transaction Value, and (iii) if the Transaction Value is less than the Initial Price, the Transaction Value. Notwithstanding the foregoing, if the consideration received by the holders of the Class A Common Stock in the Reorganization Event (the “"Merger Consideration”") includes any Marketable Securities, Seller may, at its option, deliver those Marketable Securities on the Exchange Date in lieu of delivering an amount of cash equal to the value of those Marketable Securities as described above above, deliver an equivalent amount (based on the Average Market Price value determined in accordance with clause (z) of the definition of Transaction Value) of such Marketable Securities on Securities, but not exceeding, as a percentage of the Exchange Datetotal consideration required to be delivered, the percentage of the total Transaction Value attributable to such Marketable Securities.

Adjustment for Consolidation, Merger or Other Reorganization Event. (a) In the event of (i) any consolidation or merger of the Company, or any surviving entity or subsequent surviving entity of the Company (a “"Company Successor”"), with or into another entity (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation), (ii) any sale, transfer, lease or conveyance to another corporation of the property of the Company or any Company Successor as an entirety or substantially as an entirety, (iii)(xiii) any statutory exchange of securities of the Company or any Company Successor with another corporation or (y) any sale of all or substantially all of the outstanding equity securities of the Company or any Company Successor, including pursuant to any plan of arrangement or similar scheme with the Company’s stockholders under any applicable law, rule or regulation or order of any court or governmental authority (in the case of each of the preceding clauses (x) and (y), other than in connection with a consolidation merger or merger referred to in clause (iacquisition) immediately above), or (iv) any liquidation, dissolution or winding up of the Company or any Company Successor (any such event described in clause (i), (ii), (iii) or (iv), a “"Reorganization Event”"), Seller the Exchange Rate shall deliver be adjusted so that on the Exchange DateDate Purchaser shall receive, in lieu of the Contract Shares, cash in an amount (the “Basic Reorganization Event Amount”) equal to the product of (x) the sum of the Firm Shares and Share Base Amount plus the Additional Shares Share Base Amount and (y)(i) if the Transaction Value is less than the Appreciation Threshold Price but equal to or greater than the Initial Price, the Initial Price, (ii) if the Transaction Value is equal to or greater than the Appreciation Threshold Price, 0.8333 0.______ multiplied by the Transaction Value, and (iii) if the Transaction Value is less than the Initial Price, the Transaction Value. Notwithstanding the foregoing, (A) if the consideration received by the holders of the Common Stock in the such Reorganization Event (the “Merger Consideration”) includes any does not include Marketable Securities, then the Seller's delivery obligation under this Agreement will be accelerated, and the Seller may, at its option, will deliver those Marketable Securities on the Exchange Date in lieu of delivering an amount of cash equal to the value of those Marketable Securities as described above based on the Average Market Price of the Marketable Securities on the Exchange Date.Transaction

Adjustment for Consolidation, Merger or Other Reorganization Event. (a) In the event of (i) any consolidation or merger of the Company, or any surviving entity or subsequent surviving entity of the Company or any such issuer (a “Company Successor”), ) with or into another entity (other than a merger or consolidation in which the Company is the continuing corporation and in which none of the Common Stock outstanding immediately prior to before the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporationperson), (ii) any sale, transfer, lease or conveyance to another corporation of all or substantially all of the property of the Company or any Company Successor as an entirety or substantially as an entiretySuccessor, (iii)(x) any statutory exchange of securities of the Company or any Company Successor with another corporation or (y) any sale of all or substantially all of the outstanding equity securities of the Company or any Company Successor, including pursuant to any plan of arrangement or similar scheme with the Company’s stockholders under any applicable law, rule or regulation or order of any court or governmental authority (in the case of each of the preceding clauses (x) and (y), other than in connection with a consolidation or merger referred to in clause (i) immediately above), or (iv) any liquidation, dissolution or winding up of the Company or any Company Successor Successor, in each case where all or substantially all of the shares of Common Stock are converted into or exchanged for cash, securities or other property of the Company or another person (any such event described in clause (i), (ii), (iii) or (iv), a “Reorganization Event”), Seller shall deliver to the Purchaser on the Exchange Date, in lieu of each share of Common Stock (or other Marketable Securities to which the Contract SharesReorganization Event relates following a Spin-Off Distribution) subject to this Agreement, cash in an amount (the “Basic Reorganization Event Amount”) equal to the product of (x) the sum of the Firm Shares and the Additional Shares and (y)(ii) if the Transaction Value is less than the Appreciation Threshold Price but equal to or greater than the Initial Price, the Initial Price, (ii) if the Transaction Value is equal to or greater than the Appreciation Threshold Price, 0.8333 0.8163 multiplied by the Transaction Value, and or (iii) if the Transaction Value is less than the Initial Price, the Transaction Value. Notwithstanding the foregoing, if the consideration (the “Merger Consideration”) received by the holders of the Common Stock in the Reorganization Event (or the “Merger Consideration”holders of other Marketable Securities to which the Reorganization Event relates following a Spin-Off Distribution) includes any Marketable Securities, Seller may, at its option, deliver those Marketable Securities on the Exchange Date (in lieu of delivering an amount of cash equal to the value of those Marketable Securities as described above based on the Average Market Price of the those Marketable Securities on the Exchange Date).

Adjustment for Consolidation, Merger or Other Reorganization Event. (a) In the event of (i) any dividend or distribution by the Company to all holders of Common Stock of evidences of its indebtedness or other assets (excluding (i) dividends or distributions referred to in Section 6.1(a)(i), shares issued in a reclassification referred to in Section 6.1(a)(iv) and Permitted Dividends), (ii) any consolidation or merger of the Company, or any surviving entity or subsequent surviving entity of the Company (a “"Company Successor”"), with or into another entity (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporationentity), (iiiii) any sale, transfer, lease or conveyance to another corporation entity of the property of the Company or any Company Successor as an entirety or substantially as an entirety, (iii)(xiv) any statutory exchange of securities of the Company or any Company Successor with another corporation or entity (y) any sale of all or substantially all of the outstanding equity securities of the Company or any Company Successor, including pursuant to any plan of arrangement or similar scheme with the Company’s stockholders under any applicable law, rule or regulation or order of any court or governmental authority (in the case of each of the preceding clauses (x) and (y), other than in connection with a consolidation merger or merger referred to in clause (iacquisition) immediately above), or (ivv) any liquidation, dissolution or winding up of the Company or any Company Successor (any such event described in clause (i), (ii), (iii), (iv) or (ivv), a “"Reorganization Event”"), Seller the Exchange Rate shall deliver be adjusted so that on the Exchange DateDate Purchaser shall receive, in lieu of, or (in the case of an Adjustment Event described in this Section 6.2(i)) in addition to, the Contract Shares, cash in an amount (the “Basic Reorganization Event Amount”) equal to the product of (x) the sum of the Firm Shares and Share Base Amount plus the Additional Shares Share Base Amount (if any) and (y)(i) if the Transaction Value Reference Market Price is less greater than the Appreciation Threshold Price but or equal to or greater than the Initial Threshold Appreciation Price, o.xx multiplied by the Initial PriceTransaction Value, (ii) if the Transaction Value Reference Market Price is less than the Threshold Appreciation Price but is equal to or greater than the Appreciation Threshold Floor Price, 0.8333 the product of (A) the Floor Price divided by the Reference Market Price multiplied by (B) the Transaction Value, Value and (iii) if the Transaction Value Reference Market Price is less than the Initial Floor Price, the Transaction Value. Following an Adjustment Event, the Reference Market Price, as such term is used herein, shall be deemed to equal (A) the Reference Market Price of the Common Stock, as adjusted pursuant to Section 6.1(e); plus (B) the Transaction Value. Notwithstanding the foregoing, if the consideration received by the holders of the Common Stock in the Reorganization Event (the “Merger Consideration”) includes any Marketable SecuritiesSecurities are received in such Reorganization Event, Seller may, at its option, deliver those Marketable Securities on the Exchange Date in lieu of delivering cash as described above, deliver an equivalent amount (based on the value determined in accordance with clause (z) of the following paragraph) of Marketable Securities, but not exceeding, as a percentage of the total consideration required to be delivered, the percentage of the total Transaction Value attributable to such Marketable Securities; provided, however, that (i) if such option is exercised, the Seller shall deliver Marketable Securities in respect of all, but not less than all, cash amounts that would otherwise be deliverable in respect of Marketable Securities received in an Adjustment Event, (ii) the Seller may not exercise such option if the Seller has elected to deliver cash in lieu of the Common Stock, if any, deliverable upon the Exchange Date or if such Marketable Securities have not yet been delivered to the holders entitled thereto following such Adjustment Event or any record date with respect thereto, and (iii) subject to clause (ii) of this proviso, the Seller must exercise such option if the Seller does not elect to deliver cash in lieu of Common Stock, if any, deliverable upon the Exchange Date. If the Seller elects to deliver Marketable Securities, each holder of a TIMES will be responsible for the payment of any and all brokerage and other transaction costs upon the sale of such Marketable Securities. If, following any Adjustment Event, any Marketable Security ceases to qualify as a Marketable Security, then (x) the Seller may no longer elect to deliver such Marketable Security in lieu of an equivalent amount of cash equal to and (y) notwithstanding clause (ii) of the definition of Transaction Value, the Transaction Value of such Marketable Security shall mean the fair market value of those such Marketable Securities as described above based Security on the Average Market Price of date such security ceases to qualify as a Marketable Security, as determined by a nationally recognized investment banking firm retained for this purpose by the Marketable Securities on the Exchange DateSeller.

Adjustment for Consolidation, Merger or Other Reorganization Event. (a) In the event of (i) any consolidation or merger of the Company, or any surviving entity or subsequent surviving entity of the Company (a “"Company Successor”"), with or into another entity (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation), (ii) any sale, transfer, lease or conveyance to another corporation of the property of the Company or any Company Successor as an entirety or substantially as an entirety, (iii)(xiii) any statutory exchange of securities of the Company or any Company Successor with another corporation or (y) any sale of all or substantially all of the outstanding equity securities of the Company or any Company Successor, including pursuant to any plan of arrangement or similar scheme with the Company’s stockholders under any applicable law, rule or regulation or order of any court or governmental authority (in the case of each of the preceding clauses (x) and (y), other than in connection with a merger or consolidation or merger referred to in clause (i) immediately above), ) or (iv) any liquidation, dissolution or winding up of the Company or any Company Successor (any such event described in clause (i), (ii), (iii) or (iv), a “"Reorganization Event”"), Seller shall deliver then on the Exchange DateDate Purchaser shall receive, in lieu of the Contract Shares, cash in an amount (the “"Basic Reorganization Event Amount”") equal to the Dilution Adjustment (or successive Dilution Adjustments), if any, that have been applied to the Exchange Rage pursuant to Section 6.1 at or prior to the time of such Reorganization Event, multiplied by the product of (x) the sum of the Firm Shares and Share Base Amount plus the Additional Shares Share Base Amount and (y)(i) if the Transaction Value is less than the Appreciation Threshold Price but equal to or greater than the Initial Price, the Initial Price, (ii) if the Transaction Value is equal to or greater than the Appreciation Threshold Price, 0.8333 0._______ multiplied by the Transaction Value, and (iii) if the Transaction Value is less than the Initial Price, the Transaction Value. Notwithstanding the foregoing, if the consideration received by the holders of the Common Stock in the Reorganization Event (the “"Merger Consideration”") includes any Marketable Securities, Seller may, at its option, deliver those Marketable Securities on the Exchange Date in lieu of delivering an amount of cash equal to the value of those Marketable Securities as described above above, deliver an equivalent amount (based on the Average Market Price value determined in accordance with clause (z) of the definition of "Transaction Value" below) of such Marketable Securities on Securities, but not exceeding, as a percentage of the Exchange Datetotal consideration required to be delivered, the percentage of the total Transaction Value attributable to such Marketable Securities.

Adjustment for Consolidation, Merger or Other Reorganization Event. (a) In the event of (i) any consolidation consolidation, amalgamation or merger of the Company, or any surviving entity or subsequent surviving entity of the Company (a “"Company Successor”"), with or into another entity (other than a consolidation, amalgamation or merger or consolidation in which the Company is the continuing corporation and in which the Class A Common Stock outstanding immediately prior to the consolidation, amalgamation or merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation), (ii) any sale, transfer, lease or conveyance to another corporation of the property of the Company or any Company Successor as an entirety or substantially as an entirety, (iii)(x) any statutory exchange of securities of the Company or any Company Successor with another corporation or (y) any sale of all or substantially all of the outstanding equity securities of the Company or any Company SuccessorSuccessor Company, including pursuant to any plan of arrangement or similar scheme with the Company’s stockholders 's shareholders under any applicable law, rule or regulation or order of any court or governmental authority (in the case of each of the preceding clauses (x) and (y), other than in connection with a consolidation consolidation, amalgamation or merger referred to in clause (i) immediately above), or (iv) any liquidation, dissolution or winding up of the Company or any Company Successor (any such event described in clause (i), (ii), (iii) or (iv), a “"Reorganization Event”"), Seller shall deliver on the Exchange Date, in lieu of the Contract Shares, cash in an amount (the “"Basic Reorganization Event Amount”") equal to the Dilution Adjustment (or successive Dilution Adjustments), if any, that have been applied to the Exchange Rate pursuant to Section 6.1 at or prior to the time of such Reorganization Event, multiplied by the product of (x) the sum of the Firm Shares and Share Base Amount plus the Additional Shares Share Base Amount and (y)(i) if the Transaction Value is less than the Appreciation Threshold Price but equal to or greater than the Initial Price, the Initial Price, (ii) if the Transaction Value is equal to or greater than the Appreciation Threshold Price, 0.8333 0.8403 multiplied by the Transaction Value, and (iii) if the Transaction Value is less than the Initial Price, the Transaction Value. Notwithstanding the foregoing, if the consideration received by the holders of the Class A Common Stock in the Reorganization Event (the “"Merger Consideration”") includes any Marketable Securities, Seller may, at its option, deliver those Marketable Securities on the Exchange Date in lieu of delivering an amount of cash equal to the value of those Marketable Securities as described above above, deliver an equivalent amount (based on the Average Market Price value determined in accordance with clause (z) of the definition of Transaction Value) of such Marketable Securities on Securities, but not exceeding, as a percentage of the Exchange Datetotal consideration required to be delivered, the percentage of the total Transaction Value attributable to such Marketable Securities.

Adjustment for Consolidation, Merger or Other Reorganization Event. (a) In the event of (i) any consolidation consolidation, amalgamation or merger of the Company, or any surviving entity or subsequent surviving entity of the Company (a “"Company Successor”"), with or into another entity (other than a consolidation, amalgamation or merger or consolidation in which the Company is the continuing corporation and in which the Class A Common Stock outstanding immediately prior to the consolidation, amalgamation or merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation), (ii) any sale, transfer, lease or conveyance to another corporation of the property of the Company or any Company Successor as an entirety or substantially as an entirety, (iii)(x) any statutory exchange of securities of the Company or any Company Successor with another corporation or (y) any sale of all or substantially all of the outstanding equity securities of the Company or any Company SuccessorSuccessor Company, including pursuant to any plan of arrangement or similar scheme with the Company’s stockholders 's shareholders under any applicable law, rule or regulation or order of any court or governmental authority (in the case of each of the preceding clauses (x) and (y), other than in connection with a consolidation consolidation, amalgamation or merger referred to in clause (i) immediately above), or (iv) any liquidation, dissolution or winding up of the Company or any Company Successor (any such event described in clause (i), (ii), (iii) or (iv), a “"Reorganization Event”"), Seller shall deliver on the Exchange Date, in lieu of the Contract SharesStock, cash in an amount (the “"Basic Reorganization Event Amount”") equal to the Dilution Adjustment (or successive Dilution Adjustments), if any, that have been applied to the Exchange Rate pursuant to Section 6.1 at or prior to the time of such Reorganization Event, multiplied by the product of (x) the sum of the Firm Shares and Share Base Amount plus the Additional Shares Share Base Amount and (y)(i) if the Transaction Value is less than the Appreciation Threshold Price but equal to or greater than the Initial Price, the Initial Price, (ii) if the Transaction Value is equal to or greater than the Appreciation Threshold Price, 0.8333 multiplied by the Transaction Value, and (iii) if the Transaction Value is less than the Initial Price, the Transaction Value. Notwithstanding the foregoing, if the consideration received by the holders of the Class A Common Stock in the Reorganization Event (the “"Merger Consideration”") includes any Marketable Securities, Seller may, at its option, deliver those Marketable Securities on the Exchange Date in lieu of delivering an amount of cash equal to the value of those Marketable Securities as described above above, deliver an equivalent amount (based on the Average Market Price value determined in accordance with clause (z) of the definition of Transaction Value) of such Marketable Securities on Securities, but not exceeding, as a percentage of the Exchange Datetotal consideration required to be delivered, the percentage of the total Transaction Value attributable to such Marketable Securities.