Common use of Adjustments to Exchange Ratio Clause in Contracts

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex Common Stock or Oplink Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Avanex Common Stock or Oplink Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into Acquiror Common Stock or Oplink Common Target Capital Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like change with respect to Avanex Acquiror Common Stock or Oplink Common Target Capital Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into Buyer Common Stock or Oplink Company Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like change with respect to Avanex Buyer Common Stock or Oplink Company Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio and any other applicable numbers or amounts shall be ----------------------------- adjusted to reflect fully appropriately the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, into or exercisable for, Avanex or exchangeable for Parent Common Stock or Oplink Company Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Avanex Parent Common Stock or Oplink Company Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into Central Common Stock or Oplink Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like change with respect to Avanex Central Common Stock or Oplink Company Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

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

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully appropriately the appropriate effect of any stock split, reverse stock split, stock dividend (including the Parent Stock Split, and any dividend or distribution of securities convertible into, or exercisable for, Avanex into Parent Common Stock or Oplink Company Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares reclassification or other like change with respect to Avanex Parent Common Stock or Oplink Company Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully appropriately the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into NetIQ Common Stock or Oplink MCS Common Stock), extraordinary cash dividenddividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Avanex NetIQ Common Stock or Oplink MCS Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into LRC Common Stock or Oplink OSI Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like change with respect to Avanex LRC Common Stock or Oplink OSI Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

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

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into IDEC Common Stock or Oplink Biogen Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares reclassification or other like change with respect to Avanex IDEC Common Stock or Oplink Biogen Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

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

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, into Buyer Shares or exercisable for, Avanex Common Stock or Oplink Common StockTarget Shares), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like change with respect to Avanex Common Stock Buyer Shares or Oplink Common Stock Target Shares occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into Acquiror Common Stock or Oplink Company Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like change with respect to Avanex Acquiror Common Stock or Oplink Company Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted as appropriate to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into Autobytel Common Stock or Oplink Target Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like change with respect to Avanex Autobytel Common Stock or Oplink Target Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into Parent Common Stock or Oplink Common the Company Capital Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like change with respect to Avanex Parent Common Stock or Oplink Common the Company Capital Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio 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, or exercisable for, Avanex into Buyer Common Stock or Oplink Company Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like change with respect to Avanex Buyer Common Stock or Oplink Company Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- equitably ------------------------------ adjusted to reflect fully the appropriate effect of any stock split, reverse split, stock splitcombination, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex Common Stock or Oplink into Parent Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like change with respect to Avanex Common Stock or Oplink Parent Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into fonix Common Stock or Oplink AcuVoice Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like change with respect to Avanex fonix Common Stock or Oplink AcuVoice Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted ----------------------------- adjusted to reflect fully appropriately the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into Parent Common Stock or Oplink Company Common Stock), extraordinary cash dividenddividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Avanex Parent Common Stock or Oplink Company Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- appropriately adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into Parent Common Stock or Oplink Common Company Capital Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like change with respect to Avanex Parent Common Stock or Oplink Common Company Capital Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully appropriately the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into Parent Common Stock or Oplink Company Common Stock), extraordinary cash dividenddividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Avanex Parent Common Stock or Oplink Company Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- appropriately and proportionately adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into Millennium Common Stock or Oplink COR Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like change with respect to Avanex Millennium Common Stock or Oplink COR Common Stock occurring (or having for which a record date on or is established) after the date hereof and on or prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully appropriately the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into Parent Common Stock or Oplink Company Common StockStock or Preferred), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares reclassification or other like change with respect to Avanex Parent Common Stock or Oplink Company Common Stock or Preferred occurring or having a record date on or after the date hereof and prior to the Effective TimeClosing Date, other than the Recapitalization.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into Parent Common Stock or Oplink Common Company Capital Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like change with respect to Avanex Parent Common Stock or Oplink Common Company Capital Stock occurring or having a record date on or after the date hereof October 9, 1998 and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully appropriately the appropriate effect of any stock split, forward or reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into Synergy Common Stock or Oplink Callisto Common Stock), extraordinary cash dividenddividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Avanex Synergy Common Stock or Oplink Callisto Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

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

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to ----------------------------- reflect fully appropriately the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into Parent Common Stock or Oplink Common StockShares), extraordinary cash dividenddividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Avanex Parent Common Stock or Oplink Common Stock Shares occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- equitably adjusted to reflect fully the appropriate effect of any stock split, reverse split, stock splitcombination, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into Parent Common Stock or Oplink Common Company Capital Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like change with respect to Avanex Parent Common Stock or Oplink Common Company Capital Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully appropriately the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into ITS Common Stock or Oplink MMA Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares reclassification or other like change with respect to Avanex ITS Common Stock or Oplink MMA Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted ----------------------------- adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into West Common Stock or Oplink East Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like change without receipt of consideration with respect to Avanex West Common Stock or Oplink East Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully appropriately the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into MetaTools Common Stock or Oplink Fractal Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like change with respect to Avanex MetaTools Common Stock or Oplink Fractal Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio 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, or exercisable for, Avanex into Buyer Common Stock or Oplink Company Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like change with respect to Avanex Buyer Common Stock or Oplink Company Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to ----------------------------- reflect fully the appropriate effect of any stock splitsubdivision, reverse stock splitcombination, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into PARENT Common Stock or Oplink TARGET Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like similar capital change with respect to Avanex Common Stock or Oplink PARENT Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into Acquiror Common Stock or Oplink Common Target Capital Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like change with respect to Avanex Acquiror Common Stock or Oplink Common Target Capital Stock occurring (or having a for which the record date on or occurs) after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex Common Stock or Oplink Common Stock), extraordinary cash dividend, reorganization, recapitalizationsubdivision, reclassification, combination, exchange of shares recapitalization or other like change with respect to Avanex Common Parent Stock or Oplink Common Company Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

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

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into Parent Common Stock or Oplink Company Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like change with respect to Avanex Parent Common Stock or Oplink Company Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into Purchaser Common Stock or Oplink Company Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like change with respect to Avanex Purchaser Common Stock or Oplink Company Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully appropriately the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into Parent Common Stock or Oplink Target Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares reclassification or other like change with respect to Avanex Parent Common Stock or Oplink Target Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully appropriately the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into Romarco Common Stock or Oplink Western Common Stock), extraordinary cash dividenddividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Avanex Romarco Common Stock or Oplink Western Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into Acquiror Common Stock or Oplink Target Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like change with respect to Avanex Acquiror Common Stock or Oplink Target Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into Autobytel Common Stock or Oplink Autoweb Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like change with respect to Avanex Autobytel Common Stock or Oplink Autoweb Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to ----------------------------- reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into Parent Common Stock or Oplink Common Company Capital Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like change with respect to Avanex Parent Common Stock or Oplink Common Company Capital Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into Allegro Common Stock or Oplink Common SPC Capital Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like 2 3 change with respect to Avanex Allegro Common Stock or Oplink Common SPC Capital Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the appropriate economic effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into LTX Common Stock or Oplink Credence Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Avanex LTX Common Stock or Oplink Credence Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.; provided, however, that nothing in this

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- equitably adjusted to reflect fully the appropriate effect of any stock split, reverse split, stock splitcombination, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into SciQuest Common Stock or Oplink Common Company Capital Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like change with respect to Avanex SciQuest Common Stock or Oplink Common Company Capital Stock occurring or having a record the effective date on or of which occurs after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully appropriately the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into Western Multiplex Common Stock or Oplink Proxim Common Stock), extraordinary cash dividenddividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Avanex Western Multiplex Common Stock or Oplink Proxim Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into Parent Common Stock or Oplink Common Company Capital Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like change with respect to Avanex Parent Common Stock or Oplink Common Company Capital Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- equitably adjusted to reflect accommodate fully the appropriate effect of any stock split, reverse split, stock splitcombination, stock dividend (including any dividend or distribution of securities convertible into, or exercisable for, Avanex into IMNT Common Stock or Oplink USSC Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares recapitalization or other like similar change with respect to Avanex IMNT Common Stock or Oplink USSC Common Stock occurring or having a record the effective date on or of which occurs after the date hereof of this Agreement and prior to before the Effective Time.