Common use of Adjustment to Merger Consideration Clause in Contracts

Adjustment to Merger Consideration. Without limiting the other provisions of this Agreement and other than as contemplated by this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the number of Company Shares shall occur as a result of a reclassification, recapitalization, stock split (including a reverse stock split), division or subdivision of shares or other similar transaction, or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period, the Merger Consideration shall be equitably adjusted to reflect such change; provided, however, that nothing in this Section 3.1(d) shall permit the Company to take any action with respect to its securities that is otherwise prohibited by the terms of this Agreement.

Adjustment to Merger Consideration. Without limiting the Notwithstanding any other provisions of this Agreement and other than as contemplated by this Agreementto the contrary, if at there shall be any time during the period between stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other similar change with respect to Company Common Stock occurring on or after the date of this Agreement and prior to the Effective Time, any change in the number of Company Shares shall occur as a result of a reclassification, recapitalization, stock split (including a reverse stock split), division or subdivision of shares or other similar transaction, or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period, the Merger Consideration as provided in Section 3.01(c) shall be equitably adjusted by Parent to reflect such changethe effect thereof; provided, however, that (i) nothing in this Section 3.1(d) 3.02 shall be construed to permit the Company to take any action with respect to its securities that is otherwise prohibited by the terms of this Agreement and (ii) share repurchases and grants of equity compensation solely to the extent expressly permitted by the terms of this Agreement, shall not result in any adjustment to the Offer Price.

Adjustment to Merger Consideration. Without limiting the other provisions of this Agreement and other than as contemplated by this Agreementbut without duplication of the provisions of Section 1.01(c), if at any time during the period between the date of this Agreement and the Effective Time, there shall be any change in the number stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Shares shall occur as a result of a reclassificationCommon Stock), cash dividend, reorganization, recapitalization, stock split (including a reverse stock split)reclassification, division or subdivision combination, exchange of shares or other similar transaction, like change with respect to Company Common Stock occurring on or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record after the date during such periodhereof and prior to the Effective Time, the Merger Consideration as provided in Section 3.01(c) shall be equitably adjusted by Parent to reflect such changethe effect thereof; provided, however, that nothing in this Section 3.1(d3.01(e) shall be construed to permit the Company to take any action with respect to its securities that is otherwise prohibited by the terms of this Agreement.