Common use of Adjustments to Prevent Dilution Clause in Contracts

Adjustments to Prevent Dilution. Notwithstanding anything to the contrary set forth in this Agreement, if, from the execution and delivery of this Agreement to the earlier of the Effective Time and the termination of this Agreement and abandonment of the transactions contemplated by this Agreement pursuant to Article IX, the issued and outstanding Preferred Shares, Common Shares or securities convertible or exchangeable into or exercisable for Common Shares shall have been changed into a different number of Preferred Shares, Common Shares or securities (as the case may be) or a different class by reason of any reclassification, 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 applicable Per Share Merger Consideration (as applicable), and any other amounts payable pursuant to this Agreement shall be equitably adjusted to provide the holders of Preferred Shares or Common Shares (as the case may be) as well as Parent and Merger Sub 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 Per Share Merger Consideration; provided, however, that nothing in this Section 4.4 shall be construed to permit the Company or any other Person to take any action except to the extent consistent with, and not otherwise limited or prohibited by, the terms and conditions of this Agreement.

Adjustments to Prevent Dilution. Notwithstanding anything in this Agreement to the contrary set forth in this Agreementcontrary, if, from the execution and delivery date of this Agreement to the earlier of the Effective Time and the termination of this Agreement and abandonment of the transactions contemplated by this Agreement pursuant to in accordance with Article IX, the issued and outstanding Preferred Shares, shares of Company Common Shares Stock or securities convertible or exchangeable into or exercisable for shares of Company Common Shares 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 Preferred Shares, Common Shares shares or securities (as the case may be) 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 applicable Per Share Merger Consideration (as applicable), and any other amounts payable pursuant to this Agreement shall be equitably adjusted to provide the holders of Preferred Shares or shares of Company Common Shares (as the case may be) as well as Stock and Parent and Merger Sub 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 Per Share Merger Consideration; provided, however, that nothing . Nothing in this Section 4.4 3.9 shall be construed to permit the Company or any other Person Parties to take any action except to the extent consistent with, and not otherwise limited or prohibited by, the terms and conditions of this Agreement.

Adjustments to Prevent Dilution. Notwithstanding anything to the contrary set forth in this Agreement, if, from the execution and delivery of this Agreement to the earlier contrary, in the event that the Company changes the number of the Effective Time and the termination of this Agreement and abandonment of the transactions contemplated by this Agreement pursuant to Article IX, the issued and outstanding Preferred Shares, Common Ordinary Shares or securities convertible or exchangeable into or exercisable for Common Ordinary Shares shall have been changed issued and outstanding prior to the Effective Time, or changes the Ordinary Shares into a different number or class of Preferred Sharessecurities, Common Shares or securities (as the case may be) or a different class by reason result of any a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, offer or other similar transaction, or a stock dividend with a record date within such period shall have been declared, then the applicable Per Share Merger Acquisition Consideration (as applicable), and any other amounts payable pursuant to this Agreement shall be equitably adjusted to reflect such change and provide the holders of Preferred Ordinary Shares or Common Shares (as the case may be) as well as Parent and Merger Sub the same economic effect as contemplated by this Agreement prior to such event, and such itemsand, as so adjusted adjusted, shall, from and after the date of such event, be the Per Share Merger Acquisition Consideration; provided, however, that nothing in this Section 4.4 shall be construed to permit the Company, any Subsidiary of the Company or any other Person to take any such action except to the extent consistent with, and not otherwise limited prohibited or prohibited restricted by, the terms and conditions of this Agreement; provided, further, any exercise under the Comcast Warrant Agreement or the Charter Warrant Agreement shall not result in any adjustment under this Section 4.4.

Adjustments to Prevent Dilution. Notwithstanding anything in this Agreement to the contrary set forth in this Agreementcontrary, if, from the execution and delivery date of this Agreement to the earlier of the Effective Time and the termination of this Agreement and abandonment of the transactions contemplated by this Agreement pursuant to in accordance with Article IXVII, the issued and outstanding Preferred Shares, Company Common Shares or securities convertible or exchangeable into or exercisable for Company Common Shares 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 Preferred Shares, Common Shares shares or securities (as the case may be) or a different class by reason of any subdivision, reclassification, stock split (including a reverse split), stock or share dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, or a dividend or distribution payable in stock dividend or share with a record date within such period shall have been declared, then the applicable Per Share Merger Consideration (as applicable), and any other amounts payable pursuant to this Agreement shall be equitably adjusted to provide the holders of Preferred Shares or Company Common Shares (as the case may be) as well as and Parent and Merger Sub 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 Per Share Merger Consideration; provided, however, that nothing . Nothing in this Section 4.4 3.10 shall be construed to permit the Company or any other Person Parent to take any action except to the extent consistent with, and not otherwise limited or prohibited by, the terms and conditions of this Agreement.

Adjustments to Prevent Dilution. Notwithstanding anything in this Agreement to the contrary set forth in this Agreementcontrary, if, from the execution and delivery date of this Agreement to the earlier of the Effective Time and the termination of this Agreement and abandonment of the transactions contemplated by this Agreement pursuant to Article in accordance with ARTICLE IX, the issued and outstanding Preferred Shares, Common Listed Shares or securities convertible or exchangeable into or exercisable for Listed Shares or the issued and outstanding shares of Parent Common Shares Stock or securities convertible or exchangeable into or exercisable for shares of Parent Common Stock, shall have been changed into a different number of Preferred Shares, Common Shares shares or securities (as the case may be) or a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or distributiondistribution (other than a distribution required by Section 4.01 of the Company Agreement), 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 applicable Per Share Merger Consideration (as applicable), and any other amounts payable pursuant to this Agreement the Exchange Ratio) shall be equitably adjusted to provide the holders of Preferred Listed Shares or Common Shares (as the case may be) as well as and Parent and Merger Sub 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; provided, however, that nothing Consideration (and the Exchange Ratio). Nothing in this Section 4.4 4.9 shall be construed to permit the Company or any other Person Parties to take any action except to the extent consistent with, and not otherwise limited or prohibited by, the terms and conditions of this Agreement.

Adjustments to Prevent Dilution. Notwithstanding anything in this Agreement to the contrary set forth in this Agreementcontrary, if, from the execution and delivery date of this Agreement to the earlier of the Effective Time and the termination of this Agreement and abandonment of the transactions contemplated by this Agreement pursuant to Article in accordance with ARTICLE IX, the issued and outstanding Preferred Shares, shares of Company Common Shares Stock or securities convertible or exchangeable into or exercisable for shares of Company Common Shares 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 Preferred Shares, Common Shares shares or securities (as the case may be) 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 applicable Per Share Merger Consideration (as applicable), and any other amounts payable pursuant to this Agreement shall be equitably adjusted to provide the holders of Preferred Shares or shares of Company Common Shares (as the case may be) as well as Stock and Parent and Merger Sub 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; provided, however, that nothing . Nothing in this Section 4.4 2.7 shall be construed to permit the Company or any other Person Parties to take any action except to the extent consistent with, and not otherwise limited or prohibited by, the terms and conditions of this Agreement.