Common use of Adjustments to Merger Consideration Clause in Contracts

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully the appropriate effect of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization recapitalization, reclassification or other like change with respect to Company Common Stock occurring (or for which having a record date is established) on or after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time, it being understood that the foregoing shall not be deemed to constitute the Buyer’s consent to any transaction otherwise prohibited by Section 5.1.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted adjusted, without duplication, to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully appropriately the effect of any reclassification, stock share split, reverse share split, stock share dividend (including any dividend or distribution of securities convertible into Company Common StockShares), extraordinary cash dividends, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock Shares occurring (on or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully the appropriate effect of any reclassification, stock split, reverse stock split, stock dividend or distribution (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization recapitalization, reclassification or other like change with respect to Company Common Stock occurring (or for which having a record date is established) on or after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration ----------------------------------- shall be adjusted to reflect fully appropriately the effect of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into common stock of the Purchaser or Company Common Stock), extraordinary cash dividends, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Purchaser Common Stock or Preferred Stock occurring (on or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Players Common Stock, as applicable), reorganization, recapitalization or any other like change with respect to Company Players Common Stock or Buyer Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully the appropriate effect of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization recapitalization, reclassification or other like change with respect to Company Common Stock occurring (or for which having a record date is established) or date of effect of such change on or after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully appropriately the effect of any reclassification, stock share split, reverse share split, stock share dividend (including any dividend or distribution of securities convertible into Company Common StockShares), extraordinary cash dividends, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock Shares occurring (on or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully appropriately the effect of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Common Stock), reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Common Stock occurring (or for which having a record date is established) on or after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully appropriately the effect of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock)dividend, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company SPAC Common Stock occurring (on or for which a record date is established) after the date hereof and prior to the Merger Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully appropriately the effect of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), extraordinary cash dividends, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Common Stock occurring (on or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully appropriately the effect of any reclassification, stock share split, reverse share split, stock share dividend (including any dividend or distribution of securities convertible into Company Common StockShares), reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring (or for which Shares with a record date is established) occurring on or after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Acquiror Common StockStock or Target Common Shares), reorganization, recapitalization or other like change with respect to Company Acquiror Common Stock or Target Common Shares occurring (or for which a record date is established) after the date hereof and prior to the Effective Time. Under no circumstances shall the Cash Consideration be adjusted as a result of changes in Acquiror Common Stock.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted as appropriate to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock or Company Preferred Stock), reorganization, recapitalization or other like change with respect to Company Common Stock or Company Preferred Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be appropriately adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Parent Common Stock), reorganization, reclassification, recapitalization or other like similar change with respect to Company Parent Common Stock occurring (or for which a including the record date is establishedthereof) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be equitably adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock or Preferred Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully the appropriate effect of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock or Company Series A Preferred Stock, as the case may be), reorganization, recapitalization recapitalization, reclassification or other like change with respect to Company Common Stock occurring (or for which Company Series A Preferred Stock, as the case may be, having a record date is established) on or after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be equitably adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Subject to the limitations set forth in Section 4.1(a) and Section 4.1(b), the Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall ----------------------------------- be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Common Stock or Company Common Stock), reorganization, recapitalization or other like change with respect to Acquiror Common Stock or Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Subject to the limitations set forth in Section 5.1 below, the Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully the appropriate effect of any reclassification, stock split, reverse stock split, stock dividend or distribution (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization recapitalization, reclassification or other like change change, such that the holders of Company Common Stock and other Company securities are provided the same economic effect as contemplated by this Agreement prior to such event; provided that nothing in this Section 2.1(d) shall be construed to permit the Company to take any action with respect to Company Common Stock occurring (or for which a record date its securities that is established) after otherwise prohibited by the date hereof and prior to the Effective Timeterms of this Agreement.

Adjustments to Merger Consideration. The applicable Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Capital Stock), reorganization, recapitalization or other like change with respect to Company Common Capital Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully appropriately the effect of any reclassification, stock share split, reverse share split, stock share dividend (including any dividend or distribution of securities convertible into Company Common StockShares), extraordinary cash dividends, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock Shares occurring (on or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully appropriately and eliminate the effect of any reclassification, stock share split, reverse share split, stock share dividend (including any dividend or distribution of securities convertible into Company Common StockShares), extraordinary cash dividends, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change in the number of, or with respect to Company Common Stock to, any Shares occurring (on or for which a record date is established) after the date hereof and prior to (or in the case of any dividend or distribution, with a record date prior to) the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time. Nothing in this Section 2.1(d) shall be construed to permit any party to take any action that is otherwise prohibited or restricted by any other provision in this Agreement.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully appropriately the effect of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring (or for which with a record date is established) occurring on or after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Company Common Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to before the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully appropriately the effect of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company or exercisable or exchangeable for Parent Common Stock or NovaRay Common Stock), reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Parent Common Stock or NovaRay Common Stock occurring (or for which having a record date is established) on or after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully appropriately the effect of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common StockBuyer Securities or Target Securities), extraordinary cash dividends, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock Buyer Securities or Target Securities occurring (on or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), stock option exercise, reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully In the effect event of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Company Common Stock)capital stock, reorganization, recapitalization or other like change with respect to shares of Company Common Stock capital stock occurring (or for which a record date is established) after the date hereof and prior to the Statutory Effective Time, the Merger Consideration shall be proportionately adjusted to reflect fully such event.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time, so as to provide holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such stock split, reverse split, stock dividend, reorganization, recapitalization or like change.

Adjustments to Merger Consideration. The Subject to the limitations set forth in Section 5.1(a) and Section 5.1(b) below, the Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Except as described in Section 1.10, the Merger Consideration shall be adjusted to reflect fully appropriately the effect of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company or exercisable or exchangeable for Parent Common Stock or Arno Common Stock), reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Parent Common Stock or Arno Common Stock occurring (or for which having a record date is established) on or after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be equitably adjusted to reflect fully appropriately the effect of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), extraordinary cash dividends, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring (on or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted as appropriate to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock or Company Preferred Stock), reorganization, recapitalization or other like change with respect to Company Common Stock or Company Preferred Stock occurring (or for which a record date is established) after the date hereof and prior to before the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully appropriately the effect of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock)dividend, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company InterPrivate Common Stock occurring (on or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully appropriately the effect of any reclassification, forward or reverse stock split, reverse split, stock dividend (including any dividend or distribution of securities exercisable or exchangeable for or convertible into Company Common Stockshares of the Company), cash dividends, stock issuance or sale, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to shares of the Company Common Stock occurring (on or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully appropriately the effect of any reclassification, stock splitsplit or share sub-division, reverse splitstock split or share consolidation, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock)share capitalization, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock SPAC Ordinary Shares occurring (on or for which a record date is established) after the date hereof and prior to the Merger Effective Time.

Adjustments to Merger Consideration. The Merger Stock Consideration shall be adjusted to reflect fully appropriately the effect of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock)dividend, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Pensare Common Stock occurring (on or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully appropriately the effect of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities of a Subsidiary of Parent or the Company or of securities convertible into Parent Common Stock or Company Common Stock), extraordinary cash dividends, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Common Stock occurring (or for which with a record date is established) occurring on or after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully appropriately the effect of any reclassification, share or stock split, reverse share or stock split, share or stock dividend (including any dividend or distribution of securities convertible into Company Common Stock)dividend, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Parent Ordinary Shares or shares of Newco Common Stock Stock, as applicable, occurring (on or for which a record date is established) after the date hereof Signing Date and prior to the Initial Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, subdivision, combination, exchange, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully appropriately the effect of any reclassification, forward or reverse stock split, reverse split, stock dividend (including any dividend or distribution of securities exercisable or exchangeable for or convertible into Parent Common Stock or Company Common StockShares), stock sale, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company shares of Parent Common Stock or Company Shares occurring (on or for which a record date is established) after the date hereof of this Agreement and prior to the Effective Time.

Adjustments to Merger Consideration. (i) Stock Split, Stock Dividend, etc. The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time; provided this section shall not be deemed to authorize any such change with respect to the Company Common Stock.

Adjustments to Merger Consideration. The Merger Consideration shall be appropriately adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration payable with respect to the Company Shares shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common StockParent Shares), reorganization, recapitalization or other like change with respect to Company Parent Shares, Verisium Shares or the Common Stock or Preferred Stock of the Company occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Except as described in Section 1.8, the Merger Consideration shall be adjusted adjusted, if necessary, to reflect fully appropriately the effect of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company or exercisable or exchangeable for Parent Common Stock or Greenwich Common Stock), reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Parent Common Stock or Greenwich Common Stock occurring (or for which having a record date is established) on or after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully appropriately the effect of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock)dividend, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company the Buyer Common Stock occurring (on or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully appropriately the effect of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock)dividend, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company New SPAC Common Stock occurring (on or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The applicable portion of the Total Merger Consideration shall be adjusted to reflect fully appropriately the effect of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into any Company Common Stock), reorganization, recapitalization recapitalization, reclassification or other like change with respect to any Company Common Stock occurring (on or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time; provided that this Section 2.7(d) shall not affect or supersede the provisions of Section 5.1.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully appropriately the effect of any reclassification, stock share split, share consolidation (or reverse share split), stock share dividend (including any dividend or distribution of securities convertible into Company Common Stockthe Shares), reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring (or for which the Shares with a record date is established) occurring on or after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully appropriately the effect of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of Company Shares or securities convertible into Company Common StockShares), cash dividends (excluding dividends that will be paid to the Company Shareholders pursuant to Section 5.02 of the Company Disclosure Schedule), reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective TimeShares.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully appropriately the effect of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock)dividend, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Parent Common Stock occurring (on or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Common Merger Consideration and the Preferred Merger Consideration, as applicable, shall be adjusted to reflect fully appropriately the effect of any reclassification, 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 recapitalization, reclassification or other like change with respect to Company Common Stock or Company Preferred Stock occurring (on or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective TimeTime in order to provide holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to each such event.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock or Buyer Common Stock, as applicable), reorganization, recapitalization or any other like change with respect to Company Common Stock or Buyer Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully appropriately the effect of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company or exercisable or exchangeable for Parent Common Stock), reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Parent Common Stock Stock, occurring (or for which having a record date is established) on or after the date hereof and prior to the Effective Time.