Common use of Adjustments to Prevent Dilution Clause in Contracts

Adjustments to Prevent Dilution. Notwithstanding anything in this Agreement to the contrary, if, from the date of this Agreement to the earlier of the Effective Time and termination in accordance with Article VIII, the issued and outstanding shares of Company Common Stock or securities convertible or exchangeable into or exercisable for shares of Company Common Stock or the issued and outstanding shares of Parent Common Stock or securities convertible or exchangeable into or exercisable for shares of Parent Common Stock, shall have been changed into a different number of shares or securities or a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, or a stock dividend with a record date within such period shall have been declared, then the Merger Consideration, the Final Company Pre-Dividend Price, the Pre-Closing Dividend Right and any similarly dependent items shall be equitably adjusted to provide the holders of shares of Company Common Stock and Parent the same economic effect as contemplated by this Agreement prior to such event, and such items, so adjusted shall, from and after the date of such event, be the Merger Consideration, the Final Company Pre-Dividend Price, the Pre-Closing Dividend Right or other similarly dependent item. Nothing in this Section 3.10 shall be construed to permit the Company to take any action except to the extent consistent with, and not otherwise prohibited by, this terms of this Agreement.

Adjustments to Prevent Dilution. Notwithstanding anything in this Agreement to the contrary, if, from the date of this Agreement to the earlier of the Effective Time and termination in accordance with Article VIIIIX, the issued and outstanding shares of Company Crown Common Stock or securities convertible or exchangeable into or exercisable for shares of Company Crown Common Stock or the issued and outstanding shares of Parent King Common Stock or securities convertible or exchangeable into or exercisable for shares of Parent King Common Stock, shall have been changed into a different number of shares or securities or a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, or a stock dividend or rights offering with a record date within such period shall have been declared, then the Merger Consideration, the Final Company Pre-Dividend Price, the Pre-Closing Dividend Right and any similarly dependent items Consideration shall be equitably adjusted to provide the holders of shares of Company Crown Common Stock and Parent King Common Stock the same economic effect as contemplated by this Agreement prior to such event, and such items, so adjusted shall, from and after the date of such event, be the Merger Consideration, the Final Company Pre-Dividend Price, the Pre-Closing Dividend Right or other similarly dependent item. Nothing in this Section 3.10 3.9 shall be construed to permit the Company Parties to take any action except to the extent consistent with, and not otherwise prohibited by, this the terms of this Agreement.

Adjustments to Prevent Dilution. Notwithstanding anything in this Agreement to the contrary, if, from the date of this Agreement to the earlier of the Effective Time and termination in accordance with Article VIIIIX, the issued and outstanding shares of Company Common Stock or securities convertible or exchangeable into or exercisable for shares of Company Common Stock or the issued and outstanding shares of Parent Common Stock or securities convertible or exchangeable into or exercisable for shares of Parent Common Stock, Stock shall have been changed into a different number of shares or securities or a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, or a stock dividend with a record date within such period shall have been declared, then the Per Share Merger Consideration, the Final Company Pre-Dividend Price, the Pre-Closing Dividend Right and any similarly dependent items Consideration shall be equitably adjusted to provide the holders of shares of Company Common Stock and Parent the same economic effect as contemplated by this Agreement prior to such event, and such items, items so adjusted shall, from and after the date of such event, be the Per Share Merger Consideration, the Final Company Pre-Dividend Price, the Pre-Closing Dividend Right or other similarly dependent item. Nothing in this Section 3.10 2.7 shall be construed to permit the Company Parties to take any action except to the extent consistent with, and not otherwise prohibited by, this the terms of this Agreement.

Adjustments to Prevent Dilution. Notwithstanding anything in this Agreement to the contrary, if, from the date of this Agreement to the earlier of the Effective Time and termination in accordance with Article VIIIIX, the issued and outstanding shares of Company Versum Common Stock or securities convertible or exchangeable into or exercisable for shares of Company Versum Common Stock or the issued and outstanding shares of Parent Entegris Common Stock or securities convertible or exchangeable into or exercisable for shares of Parent Entegris Common Stock, shall have been changed into a different number of shares or securities or a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, or a stock dividend with a record date within such period shall have been declared, then the Merger Consideration, the Final Company Pre-Dividend Price, the Pre-Closing Dividend Right and any similarly dependent items Consideration shall be equitably adjusted to provide the holders of shares of Company Versum Common Stock and Parent Entegris Common Stock the same economic effect as contemplated by this Agreement prior to such event, and such items, so adjusted shall, from and after the date of such event, be the Merger Consideration, the Final Company Pre-Dividend Price, the Pre-Closing Dividend Right or other similarly dependent item. Nothing in this Section 3.10 3.9 shall be construed to permit the Company Parties to take any action except to the extent consistent with, and not otherwise prohibited by, this the terms of this Agreement.

Adjustments to Prevent Dilution. Notwithstanding anything in this Agreement to the contrary, if, from the date of this Agreement to the earlier of the Gulf Effective Time and termination in accordance with Article VIII, the issued and outstanding shares of Company Common Stock or securities convertible or exchangeable into or exercisable for shares of Company Common Stock or the issued and outstanding shares of Parent Common Stock or securities convertible or exchangeable into or exercisable for shares of Parent Common Stock, Stock shall have been changed into a different number of shares or securities or a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, or a stock dividend with a record date within such period shall have been declared, then the Gulf Merger Consideration, the Final Company Pre-Dividend Price, the Pre-Closing Dividend Right and any similarly dependent items Consideration shall be equitably adjusted to provide the holders stockholders of shares of Company Common Stock the Company, Holdco and Parent the same economic effect as contemplated by this Agreement prior to such event, and such items, so adjusted shall, from and after the date of such event, be the Gulf Merger Consideration, the Final Company Pre-Dividend Price, the Pre-Closing Dividend Right or other similarly dependent item. Nothing in this Section 3.10 3.9 shall be construed to permit the Company Parties to take any action except to the extent consistent with, and not otherwise prohibited by, this the terms of this Agreement.

Adjustments to Prevent Dilution. Notwithstanding anything in this Agreement to the contrary, if, from the date of this Agreement to the earlier of the Effective Time and termination in accordance with Article VIIIARTICLE X, the issued and outstanding shares of Company Class A Common Stock Units or securities convertible or exchangeable into or exercisable for shares of Company Class A Common Stock Units or the issued and outstanding shares of Parent Common Stock or securities convertible or exchangeable into or exercisable for shares of Parent Common Stock, shall have been changed into a different number of shares or securities or a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, or a stock dividend with a record date within such period shall have been declared, then the Merger Consideration, Consideration (and the Final Company Pre-Dividend Price, the Pre-Closing Dividend Right and any similarly dependent items Exchange Ratio) shall be equitably adjusted to provide the holders of shares of Company Class A Common Stock Units and Parent the same economic effect as contemplated by this Agreement prior to such event, and such items, items so adjusted shall, from and after the date of such event, be the Merger Consideration, Consideration (and the Final Company Pre-Dividend Price, the Pre-Closing Dividend Right or other similarly dependent itemExchange Ratio). Nothing in this Section 3.10 5.9 shall be construed to permit the Company Parties to take any action except to the extent consistent with, and not otherwise prohibited by, this the terms of this Agreement.

Adjustments to Prevent Dilution. Notwithstanding anything in this Agreement to the contrarycontrary contained herein, if, from the date of this Agreement to the earlier of the Effective Time and termination in accordance with Article VIIIARTICLE V, the issued and outstanding shares of Company Common Stock Series A Preferred Shares or securities convertible or exchangeable into or exercisable for shares of Company Common Stock Series A Preferred Shares or the issued and outstanding shares of Parent BHVN Common Stock Shares or securities convertible or exchangeable into or exercisable for shares of Parent BHVN Common Stock, Shares shall have been changed into a different number of shares or securities or a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, or a stock dividend with a record date within such period shall have been declared, then the Per Share Merger Consideration, the Final Company Pre-Dividend Price, the Pre-Closing Dividend Right and any similarly dependent items Consideration shall be equitably adjusted to provide the holders of shares of Company Common Stock Eligible Shareholders and Parent the same economic effect as contemplated by this Agreement prior to such event, and such items, items so adjusted shall, from and after the date of such event, be the Per Share Merger Consideration, the Final Company Pre-Dividend Price, the Pre-Closing Dividend Right or other similarly dependent item. Nothing in this Section 3.10 2.4 shall be construed to permit the Company Parties to take any action except to the extent consistent with, and not otherwise prohibited by, this the terms of this Agreement.

Adjustments to Prevent Dilution. Notwithstanding anything in this Agreement to the contrary, if, from the date of this Agreement to the earlier of the Effective Time and termination in accordance with Article VIIIX, the issued and outstanding shares of Company X0 Xxxxxx Xxxxx or securities convertible or exchangeable into or exercisable for shares of L3 Common Stock or the issued and outstanding shares of Xxxxxx Common Stock or securities convertible or exchangeable into or exercisable for shares of Company Common Stock or the issued and outstanding shares of Parent Common Stock or securities convertible or exchangeable into or exercisable for shares of Parent Xxxxxx Common Stock, shall have been changed into a different number of shares or securities or a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, or a stock dividend with a record date within such period shall have been declared, then the Merger Consideration, the Final Company Pre-Dividend Price, the Pre-Closing Dividend Right and any similarly dependent items Consideration shall be equitably adjusted to provide the holders of shares of Company L3 Common Stock and Parent Xxxxxx Common Stock the same economic effect as contemplated by this Agreement prior to such event, and such items, so adjusted shall, from and after the date of such event, be the Merger Consideration, the Final Company Pre-Dividend Price, the Pre-Closing Dividend Right or other similarly dependent item. Nothing in this Section 3.10 3.9 shall be construed to permit the Company Parties to take any action except to the extent consistent with, and not otherwise prohibited by, this the terms of this Agreement.

Adjustments to Prevent Dilution. Notwithstanding anything in this Agreement to the contrary, if, from the date of this Agreement to the earlier of the Effective Time and termination in accordance with Article VIIIARTICLE X, the issued and outstanding shares of Company Common Stock Units or securities convertible or exchangeable into or exercisable for shares of Company Common Stock Units or the issued and outstanding shares of Parent Common Stock or securities convertible or exchangeable into or exercisable for shares of Parent Common Stock, shall have been changed into a different number of shares or securities or a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, or a stock dividend with a record date within such period shall have been declared, then the Merger Consideration, the Final Company Pre-Dividend Price, the Pre-Closing Dividend Right Consideration (and any similarly dependent items Exchange Ratio) shall be equitably adjusted to provide the holders of shares of Company Common Stock Units and Parent the same economic effect as contemplated by this Agreement prior to such event, and such items, items so adjusted shall, from and after the date of such event, be the Merger Consideration, the Final Company Pre-Dividend Price, the Pre-Closing Dividend Right or other similarly dependent itemConsideration (and Exchange Ratio). Nothing in this Section 3.10 5.9 shall be construed to permit the Company Parties to take any action except to the extent consistent with, and not otherwise prohibited by, this the terms of this Agreement.

Adjustments to Prevent Dilution. Notwithstanding anything in this Agreement to the contrary, if, from the date of this Agreement to the earlier of the Effective Time and termination in accordance with Article VIIIVII, the issued and outstanding shares of Company Latch Common Stock or securities convertible or exchangeable into or exercisable for shares of Company Latch Common Stock or the issued and outstanding shares of Parent Common HDW Stock or securities convertible or exchangeable into or exercisable for shares of Parent Common Stock, HDW Stock shall have been changed into a different number of shares or securities or a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, or a stock dividend with a record date within such period shall have been declared, then the Stock Merger Consideration, the Final Company Pre-Dividend Price, the Pre-Closing Dividend Right and any similarly dependent items Consideration shall be equitably adjusted to provide the holders of shares of Company Common HDW Stock and Parent Latch the same economic effect as contemplated by this Agreement prior to such event, and such items, items so adjusted shall, from and after the date of such event, be the Stock Merger Consideration, the Final Company Pre-Dividend Price, the Pre-Closing Dividend Right or other similarly dependent item. Nothing in this Section 3.10 2.5 shall be construed to permit the Company parties to take any action except to the extent consistent with, and not otherwise prohibited by, this the terms of this Agreement.

Adjustments to Prevent Dilution. Notwithstanding anything in this Agreement to the contrary, if, from the date of this Agreement to the earlier of the Effective Time and or termination of this Agreement in accordance with Article VIII, the issued and outstanding shares of Company Common Stock or securities convertible or exchangeable into or exercisable for shares of Company Common Stock or the issued and outstanding shares of Parent Common Stock or securities convertible or exchangeable into or exercisable for shares of Parent Common Stock, shall have been changed into a different number of shares or securities or a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, merger or other similar transaction, or a stock dividend with a record date within such period shall have been declared, then the Merger Consideration, the Final Company Pre-Dividend Price, the Pre-Closing Dividend Right Exchange Ratio and any similarly dependent items other number or amount contained in this Agreement which is based upon the number of shares of Company Common Stock or Parent Common Stock, as the case may be, shall be equitably adjusted to provide the holders of shares of Company Common Stock and Parent the same economic effect as contemplated by this Agreement prior to such event, and such items, as so adjusted shall, from and after the date of such event, be the Merger Consideration, the Final Company Pre-Dividend Price, the Pre-Closing Dividend Right or other similarly dependent itemExchange Ratio. Nothing in this Section 3.10 3.9 shall be construed to permit the Company or Parent to take any action except to prohibited by the extent consistent with, and not otherwise prohibited by, this terms of this Agreement.

Adjustments to Prevent Dilution. Notwithstanding anything in this Agreement to the contrary, if, from the date of this Agreement to the earlier of the Effective Time and termination in accordance with Article VIIIIX, the issued and outstanding shares of Company Common Stock or securities convertible or exchangeable into or exercisable for shares of Company Common Stock or the issued and outstanding shares of Parent TSIA Common Stock or securities convertible or exchangeable into or exercisable for shares of Parent TSIA Common Stock, Stock shall have been changed into a different number of shares or securities or a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, or a stock dividend with a record date within such period shall have been declared, then the Per Share Merger Consideration, the Final Company Pre-Dividend Price, the Pre-Closing Dividend Right and any similarly dependent items Consideration shall be equitably adjusted to provide the holders of shares of Company Common Stock and Parent TSIA the same economic effect as contemplated by this Agreement prior to such event, and such items, items so adjusted shall, from and after the date of such event, be the Per Share Merger Consideration, the Final Company Pre-Dividend Price, the Pre-Closing Dividend Right or other similarly dependent item. Nothing in this Section 3.10 2.10 shall be construed to permit the Company Parties to take any action except to the extent consistent with, and not otherwise prohibited by, this the terms of this Agreement.

Adjustments to Prevent Dilution. Notwithstanding anything in this Agreement to the contrary, if, from the date of this Agreement to the earlier of the Effective Time and termination in accordance with Article VIIIIX, the issued and outstanding shares of Company Common Stock Units or securities convertible or exchangeable into or exercisable for shares of Company Common Stock Units or the issued and outstanding shares of Parent Common Stock or securities convertible or exchangeable into or exercisable for shares of Parent Common Stock, shall have been changed into a different number of shares or securities or a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, or a stock dividend with a record date within such period shall have been declared, then the Merger Consideration, the Final Company Pre-Dividend Price, the Pre-Closing Dividend Right Consideration (and any similarly dependent items Exchange Ratio) shall be equitably adjusted to provide the holders of shares of Company Common Stock Units and Parent the same economic effect as contemplated by this Agreement prior to such event, and such items, items so adjusted shall, from and after the date of such event, be the Merger Consideration, the Final Company Pre-Dividend Price, the Pre-Closing Dividend Right or other similarly dependent itemConsideration (and Exchange Ratio). Nothing in this Section 3.10 4.9 shall be construed to permit the Company Parties to take any action except to the extent consistent with, and not otherwise prohibited by, this the terms of this Agreement.