Common use of Certain Adjustments Clause in Contracts

Certain Adjustments. If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination or exchange of shares, then the Merger Consideration shall be equitably adjusted, without duplication, to proportionally reflect such change.

Certain Adjustments. If, between the date of this Agreement and the Effective Time, the outstanding shares Shares of the Company Common Stock shall have been changed into a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination or exchange of shares, then the Merger Consideration shall be equitably adjusted, without duplication, to proportionally reflect such change.

Certain Adjustments. If, If between the date of this Agreement hereof and the Effective Time, the outstanding shares of Company Common Stock or Acquiror Common Stock shall have been be changed into a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split-up, combination or exchange of shares, then the Merger Consideration or any dividend payable in stock or other securities shall be equitably adjusteddeclared thereon with a record date within such period, without duplicationthe Exchange Ratio shall be adjusted accordingly to provide the same economic effect as contemplated by this Agreement prior to such reclassification, to proportionally reflect such changerecapitalization, split-up, combination, exchange or dividend.

Certain Adjustments. If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split-up, combination or exchange of sharesshares or a stock dividend or dividend payable in any other securities shall be declared with a record date within such period, then or any similar event shall have occurred, the Merger Consideration shall be equitably adjusted, without duplication, adjusted to proportionally reflect eliminate the effects of such changeevent.

Certain Adjustments. If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Capital Stock or Parent Common Stock shall have been are changed into a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalizationsplit, stock splitdividend, reverse stock split, combination reclassification, recapitalization or exchange of sharesother similar transaction, then the Merger Consideration applicable Exchange Ratio shall be equitably appropriately adjusted, without duplication, to proportionally reflect such change.

Certain Adjustments. If, between during the period commencing on the date of this Agreement and ending at the Effective Time, the outstanding shares of Company Common Stock shall have been are changed into a different number of shares or a different class of shares by reason of any stock dividendsplit, subdivision, reorganization, reclassification, recapitalizationdivision or subdivision of shares, stock splitdividend, reverse stock split, combination or exchange consolidation of shares, reclassification, recapitalization or other similar transaction, then the Merger Consideration shall be equitably adjusted, without duplication, proportionately adjusted to proportionally reflect such change.

Certain Adjustments. If, between the date of this Agreement and the Effective TimeClosing, the outstanding shares of Company Purchaser Common Stock shall have been changed into a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination or exchange of shares, or any similar event shall have occurred, then the Merger Closing Share Consideration shall be equitably adjusted, without duplication, to proportionally reflect such change.

Certain Adjustments. If, between the date of this Agreement and the First Effective Time, the outstanding shares of Company Common Stock or the outstanding shares of Parent Common Stock shall have been changed into a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination or exchange of shares, then the Merger Consideration shall be equitably adjusted, without duplication, to proportionally reflect such change.

Certain Adjustments. If, between the date of this Agreement and the First Effective Time, the outstanding shares of Company Common Stock or Company Preferred Stock or the outstanding Parent Common Shares shall have been changed into a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination or exchange of shares, then the Merger Consideration and/or the Preferred Merger Consideration, as applicable, shall be equitably adjusted, without duplication, to proportionally reflect such change.

Certain Adjustments. If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or the outstanding Parent Common Shares shall have been changed into a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination or exchange of shares, then the Merger Consideration shall be equitably adjusted, without duplication, to proportionally reflect such change.

Certain Adjustments. If, If between the date of this Agreement and the Effective Time, Time the outstanding shares of Company Parent Common Stock shall have been changed into a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination or exchange of sharesshares or any similar event, then the Merger Consideration fraction of a share of Parent Common Stock constituting the Exchange Ratio shall be equitably adjusted, without duplication, appropriately adjusted to proportionally reflect such changestock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares or such similar event.

Certain Adjustments. If, If between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock, Company Common Stock or Company Preferred Stock shall have been be changed into a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination or exchange of shares, then the Merger Consideration or any dividend payable in stock shall be equitably adjusteddeclared thereon with a record date within such period, without duplication, the Exchange Ratio shall be appropriately adjusted to proportionally reflect provide the holders of Company Common Stock and Company Preferred Stock the same economic effect contemplated by this Agreement prior to such changeevent.

Certain Adjustments. If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Company Preferred Stock or the outstanding Parent Common Shares shall have been changed into a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination or exchange of shares, then the Merger Consideration and/or the Preferred Merger Consideration, as applicable, shall be equitably adjusted, without duplication, to proportionally reflect such change.

Certain Adjustments. If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock Shares shall have been changed into a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination or combination, exchange of sharesshares or other similar transaction, then the Merger Consideration shall be equitably adjusted, without duplication, to proportionally reflect such change.

Certain Adjustments. If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split-up, combination or exchange of sharesshares or a stock dividend or dividend payable in any other securities shall be declared with a record date within such period, then or any similar event shall have occurred, the Merger Consideration shall be equitably adjusted, without duplication, adjusted to proportionally reflect eliminate the effects of such changeevent.

Certain Adjustments. IfWithout limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock shall have been are changed into a different number of shares or a different class of shares capital stock of the Company by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, split (including reverse stock split) or combination, combination exchange or exchange readjustment of shares, then or any stock dividend or distribution paid in stock, the Merger Consideration Exchange Ratio and any other amounts payable pursuant to this Agreement shall be equitably adjusted, without duplication, appropriately adjusted to proportionally reflect such change.

Certain Adjustments. If, between during the period from the date of this Agreement and through the First Merger Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock shall have been are changed into a different number of shares or a different class of shares by reason of any stock split, division or subdivision of shares, stock dividend, subdivisionreverse stock split, consolidation of shares, reorganization, reclassification, recapitalizationrecapitalization or other similar transaction, stock split, reverse stock split, combination or exchange of sharesa record date with respect to any such event shall occur during such period, then the Merger Consideration Exchange Ratio shall be equitably adjusted, without duplication, adjusted to proportionally reflect the extent appropriate to provide the same economic effect as contemplated by this Agreement prior to such changeaction.

Certain Adjustments. If, during the period between the date of this Agreement and the Effective TimeTime or earlier termination of this Agreement, the outstanding shares of Company Common Stock shall have been are changed into a different number of shares or a different class of shares by reason of any stock dividendsplit, subdivision, reorganization, reclassification, recapitalizationdivision or subdivision of shares, stock splitdividend, reverse stock split, combination or exchange consolidation of shares, reclassification, recapitalization or other similar transaction, then the Merger Consideration applicable to such shares of Company Common Stock shall be equitably appropriately adjusted, without duplication, to proportionally reflect such change.

Certain Adjustments. If, between the date of this Agreement and the Effective TimeClosing, the outstanding shares of Company Purchaser Common Stock shall have been changed into a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination or exchange of shares, or any similar event shall have occurred, then the Merger Consideration Closing Shares shall be equitably adjusted, without duplication, to proportionally reflect such change.

Certain Adjustments. If, between the date of this Agreement and the Effective Time, the outstanding Outstanding shares of Company Purchaser Common Stock shall have been changed into a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination or combination, exchange of shares, or any similar change in capitalization, then the Merger Share Consideration shall be equitably adjustedappropriately and proportionately adjusted to provide to the Sellers the same economic effect as contemplated by this Agreement prior to such event; provided, without duplicationhowever, to proportionally reflect such change.that nothing in this

Certain Adjustments. If, between the date of this Agreement and the First Effective Time, the outstanding shares of Company Parent Common Stock shall have been changed into a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination or exchange of shares, or any similar event shall have occurred, then the Merger Closing Stock Consideration shall be equitably adjusted, without duplication, to proportionally reflect such change.

Certain Adjustments. If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination of shares or exchange of shares, or any similar stock event shall have occurred, then the Per Share Merger Consideration Consideration, the Award Amounts and the number of shares of the Surviving Corporation provided in Section 2.01(a) shall be equitably adjusted, without duplication, to proportionally reflect such change.

Certain Adjustments. If, If between the date of this Agreement -------------------- and the Effective Time, the outstanding shares of Company Common Stock or Parent Common Stock shall have been be changed into a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, split or combination or exchange of shares, then the Merger Consideration or any dividend payable in stock shall be equitably adjusteddeclared thereon with a record date within such period, without duplication, the Exchange Ratio shall be appropriately adjusted to proportionally reflect provide the holders of Company Shares the same economic effect as contemplated by this Agreement prior to such changeevent.

Certain Adjustments. If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split-up, combination or exchange of sharesshares or a stock dividend or dividend payable in any other securities shall be declared with a record date within such period, then or any similar event shall have occurred, the Merger Consideration shall be equitably adjusted, without duplication, appropriately adjusted to proportionally reflect provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such changeevent.

Certain Adjustments. If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock shall have been is changed into a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split-up, combination or exchange of shares, then or a stock dividend or dividend payable in any other securities is declared with a record date within such period, or any similar event occurs, the Merger Consideration shall be equitably adjusted, without duplication, appropriately adjusted to proportionally reflect provide to the holders of Shares or Company Equity Awards the same economic effect as contemplated by this Agreement prior to such changeevent.

Certain Adjustments. If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock shall have been is changed into a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split-up, combination or exchange of shares, then or a stock dividend or dividend payable in any other securities is declared with a record date within such period, or any similar event occurs, the Merger Consideration shall be equitably adjusted, without duplication, appropriately adjusted to proportionally reflect provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such changeevent.

Certain Adjustments. If, If between the date of this Agreement and the Effective TimeInitial Closing Date, the number of outstanding shares of Company Common Stock shall have been is changed into a different number of shares or a different class of shares class, by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split-up, reverse stock splitcombination, combination or exchange of shares, then or the Merger Consideration shall like, the per Share amounts set forth in this Section 1.4 will be equitably adjusted, without duplication, correspondingly adjusted to proportionally reflect such change.

Certain Adjustments. If, (a) If between the date of this Agreement and the Effective Time, (i) the outstanding shares of Parent Common Stock, or Company Common Stock shall have been be changed into a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split-up, combination or exchange of shares, then the Merger Consideration or any dividend payable in stock or other securities shall be equitably adjusteddeclared thereon with a record date within such period, without duplication, to proportionally reflect such change.or (ii) the number of shares of Company Common Stock on a fully diluted basis is in excess of that specified in Section 4.03 or disclosed

Certain Adjustments. IfNotwithstanding the foregoing, if between the date of this Agreement and the Effective Time, Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class of shares by reason of any reclassification, stock dividend, subdivision, reorganization, reclassificationsplit (including a reverse stock split), recapitalization, stock split-up, reverse stock splitcombination, combination or exchange of shares, then readjustment, or other similar transaction, or a stock dividend or stock distribution thereon shall be declared with a record date within said period, the Merger Consideration shall be equitably adjustedConsideration, without duplicationthe Approval Prepayment Amount, to proportionally reflect such change.any Additional Prepayment Amount and any

Certain Adjustments. If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock shall will have been changed into a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination or exchange of shares, then the Merger Consideration shall will be equitably appropriately adjusted, without duplication, to proportionally reflect such change.

Certain Adjustments. If, If between the date of this Agreement and the Effective Time, the number of outstanding shares of Company Common Stock shall have been is changed into a different number of shares or a different class of shares class, by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split-up, reverse stock splitcombination, combination or exchange of shares, then or the Merger Consideration shall like, the per Share amounts set forth in this Section 2.10 will be equitably adjusted, without duplication, correspondingly adjusted to proportionally reflect such change.

Certain Adjustments. If, If between the date of this Agreement and the Effective Time, Time the outstanding shares of Company Parent Common Stock shall have been changed into a different number of shares or a different class of shares class, by reason of the occurrence or record date of any stock dividend, subdivision, reorganizationmerger, consolidation, reclassification, recapitalization, stock split, reverse stock splitcombination, combination or exchange of sharesshares or similar transaction, then the Merger Stock Consideration shall be equitably adjusted, without duplication, appropriately adjusted to proportionally reflect such changestock dividend, subdivision, merger, consolidation, reclassification, recapitalization, split, combination, exchange or similar transaction.

Certain Adjustments. If, between the date of this Agreement and the Effective Time, the outstanding shares Shares of Company Common Stock of the Company shall have been changed into a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination or exchange of shares, then the Merger Consideration shall be equitably adjusted, without duplication, to proportionally reflect such change.

Certain Adjustments. If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class or series of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination or exchange of shares, then the Merger Consideration shall be equitably adjusted, without duplication, to proportionally reflect such change.

Certain Adjustments. If, If between the date of this Agreement hereof and the Effective Time, the outstanding shares of Company Acquiror Common Stock shall have been be changed into a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalizationstock dividend or stock split with a record date within such period, the number of shares of Merger Stock shall be adjusted accordingly to provide to the Company Stockholders the same economic effect as contemplated by this Agreement prior to such reclassification, stock split, reverse dividend or stock split, combination or exchange of shares, then the Merger Consideration shall be equitably adjusted, without duplication, to proportionally reflect such change.

Certain Adjustments. IfNotwithstanding the foregoing, if between the date of this Agreement and the Effective Time, Closing Date the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class of shares class, by reason of any stock share dividend, subdivision, reorganization, reclassification, recapitalization, stock share split, reverse stock splitcombination, combination consolidation, exchange or exchange readjustment of shares, or any other similar event shall have occurred, then the Merger Subscriber Company Shares and the Company Consideration Shares and any other amounts payable pursuant to this Agreement shall be equitably adjusted, without duplication, appropriately adjusted to proportionally reflect provide the same economic effect as contemplated by this Agreement prior to any such changeevent.

Certain Adjustments. If, during the period between the date of this Agreement and the Effective TimeTime or earlier termination of this Agreement, the any outstanding shares of Company Common Stock shall have been Shares are changed into a different number of shares or a different class of shares by reason of any stock dividendsplit, subdivision, reorganization, reclassification, recapitalizationdivision or subdivision of shares, stock splitdividend, reverse stock split, combination or exchange consolidation of shares, reclassification, recapitalization or other similar transaction, then the Merger Consideration applicable to such Shares shall be appropriately and equitably adjusted, without duplication, to proportionally reflect such change.