Common use of Dilution Adjustments Clause in Contracts

Dilution Adjustments. Following the declaration by the Company of the terms of any Potential Adjustment Event, (a) Buyer will determine whether such Potential Adjustment Event would have a dilutive or concentrative effect on the theoretical value of the Common Stock and, if so, Buyer will (i) calculate the corresponding adjustment, if any, to be made to any one or more of the Base Amount, the Cap Level and the Floor Level, any Closing Price and any other variable relevant to the settlement terms of this Agreement (including, without limitation, the amount or type of property to be delivered hereunder) as Buyer determines appropriate to account for that dilutive or concentrative effect provided that no changes will be made to account solely for changes in volatility, expected dividends or liquidity relative to the Common Stock; provided, further, that the foregoing proviso shall not apply to any obligations in respect of any Merger Event or Tender Offer Event pursuant to Section 7.2, or in respect of any Spin-Off pursuant to Section 7.5 and (ii) determine the effective date of that adjustment. Buyer may (but need not) determine the appropriate adjustment by reference to the adjustment in respect of such Potential Adjustment Event made by an options exchange to options on the Common Stock traded on that options exchange. Before finalizing any such determination, Buyer shall provide Seller with the basis for such determination in reasonable detail, including any calculations, and allow Seller the opportunity, and a reasonable amount of time, to review such basis and consult with Buyer thereon.