Common use of Adjustments to Prevent Dilution Clause in Contracts

Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares, or securities convertible or exchangeable into or exercisable for Shares, issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Merger Consideration will be equitably adjusted to reflect such change; provided that nothing herein shall be construed to permit the Company to take any action with respect to its securities that is prohibited or not expressly permitted by the terms of this Agreement.

Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares, or securities convertible or exchangeable into or exercisable for Shares, issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Merger Consideration will be equitably adjusted to reflect such change; provided that nothing herein shall be construed to permit the Company to take any action with respect to its securities that is prohibited or not expressly permitted by the terms of this Agreement.

Adjustments to Prevent Dilution. In the event that the Company changes the number of Sharesshares of Common Stock, or securities convertible or exchangeable into or exercisable for SharesCommon Stock, issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Merger Consideration will be equitably adjusted to reflect such change; provided that nothing herein shall be construed to permit the Company to take any action with respect to its securities that is prohibited or not expressly permitted by the terms of this Agreement.

Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares, or securities convertible or exchangeable into or exercisable for Shares, issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Offer Price and the Merger Consideration will shall be equitably adjusted to reflect such change; provided that nothing herein shall be construed to permit the Company to take any action with respect to its securities that is prohibited or not expressly permitted by the terms of this Agreement.

Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares, Shares or securities convertible or exchangeable into or exercisable for Shares, in each case issued and outstanding prior to the Effective Time as a result of a distribution, reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Merger Consideration will shall be equitably adjusted to reflect eliminate the effects of such changeevent on the Merger Consideration; provided that nothing herein in this Section 3.4 shall be construed to permit the Company or any of its Subsidiaries or any other Person to take any action with respect to its securities that is would otherwise be prohibited or not expressly permitted by the terms of this Agreement.

Adjustments to Prevent Dilution. In the event that that, during the Company changes period between the Agreement Date and the Effective Time, the number of Shares, outstanding Shares shall be changed into a different number of Shares or securities convertible or exchangeable into or exercisable for Shares, issued and outstanding prior to the Effective Time a different class as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distributiondividend, recapitalization, merger, subdivision, issuer tender or exchange offer, recapitalization or other similar transaction, then the Offer Price and the Merger Consideration will shall be equitably adjusted adjusted, without duplication, to reflect such change; provided that in any case, nothing herein in this Section 3.07 shall be construed to permit the Company to take any action with respect to its securities that is prohibited or not expressly permitted by the terms of this Agreement.

Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares, or securities convertible or exchangeable into or exercisable for Shares, issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Merger Consideration will be equitably adjusted to reflect such change; provided that nothing herein shall be construed to permit the Company to take any action with respect to its securities that is prohibited prohibited, or not expressly permitted permitted, by the terms of this Agreement.

Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares, Common Shares or securities convertible or exchangeable into or exercisable for Shares, Common Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, merger or other similar extraordinary transaction, the Merger Consideration will Price shall be equitably adjusted to reflect such change; provided that nothing herein shall be construed to permit the Company to take any action with respect to its securities that is prohibited or not expressly permitted by the terms of this Agreement.. ARTICLE FOUR

Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares, Shares or securities convertible or exchangeable into or exercisable for Shares, Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, offer or other similar transaction, the Offer Price, the Per Share Merger Consideration will and payments pursuant to Section 2.3 shall be equitably adjusted to reflect such changeadjusted; provided that nothing herein in this Section 2.4 shall be construed to permit the Company to take any action with respect to its securities that is prohibited or not expressly permitted by the terms of this Agreement.

Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares, Common Shares or securities convertible or exchangeable into or exercisable for Shares, Common Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, merger or other similar extraordinary transaction, the Merger Consideration will Price shall be equitably adjusted to reflect such change; provided that nothing herein shall be construed to permit the Company to take any action with respect to its securities that is prohibited or not expressly permitted by the terms of this Agreement.

Adjustments to Prevent Dilution. In the event that that, after the date hereof and prior to the Effective Time, the Company changes the number of Shares, or securities convertible or exchangeable into or exercisable for Shares, issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Merger Consideration will be equitably adjusted to reflect such change; provided provided, that nothing herein shall be construed to permit the Company to take any action with respect to its securities that is prohibited or not expressly permitted by the terms of this Agreement.

Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares, or securities convertible or exchangeable into or exercisable for Shares, issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration will be equitably adjusted to reflect such change; provided that nothing herein shall be construed to permit the Company to take any action with respect to its securities that is prohibited or not expressly permitted by the terms of this Agreement.

Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares, Shares or securities convertible or exchangeable into or exercisable for Shares, Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend dividend, distribution or distributiondivision, recapitalization, merger, subdivision, issuer tender offer or issuer exchange offer, offer or other similar transaction, the Offer Price and the Merger Consideration will shall be equitably adjusted to reflect such changeappropriately and proportionately adjusted; provided provided, that nothing herein in this Section 3.4 shall be construed to permit the Company to take any action with respect to its securities that is prohibited or not expressly permitted by the terms of this Agreement.

Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares, or securities convertible or exchangeable into or exercisable for Shares, issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Merger Consideration will be equitably adjusted to reflect such change; provided provided, that nothing herein shall be construed to permit the Company to take any action with respect to its securities that is prohibited or not expressly permitted by the terms of this Agreement.

Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares, Common Shares or securities convertible or exchangeable into or exercisable for Shares, Common Shares issued and outstanding prior to the Effective Time as a result of a reclassification, redenomination, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, merger or other similar extraordinary transaction, the Merger Consideration will Price shall be equitably adjusted to the extent necessary to reflect such change; provided that nothing herein shall be construed to permit the Company to take any action with respect to its securities that is prohibited or not expressly permitted by the terms of this Agreement.. ARTICLE FOUR

Adjustments to Prevent Dilution. In the event that the Company changes the number of Shares, Shares or securities convertible or exchangeable into or exercisable for Shares, Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration will shall be equitably adjusted to reflect such changeadjusted; provided that nothing herein shall be construed to permit the Company to take any action with respect to its securities that is prohibited or not expressly permitted by the terms of this Agreement.