Common use of Adjustments Clause in Contracts

Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company Shares shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of sharesShares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the cash payable pursuant to the Offer, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occuroccur (other than the issuance of additional shares of capital stock of the Company as permitted by this Agreement), including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.

Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution paid in stockwith a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately equitably adjusted to reflect such change.

Adjustments. Without limiting the other provisions of this Agreement, if at any time If during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company Shares shall occur, including by reason of any reclassification, recapitalization, stock dividend, stock split (including reverse stock split) or combination, exchange or readjustment of sharesShares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Offer Price, the Merger Consideration and any other amounts payable pursuant to this Agreement Agreement, as the case may be, shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockdividend, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this Agreement, if at any time If during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock Company Common Stock, or securities convertible or exchangeable into or exercisable for shares of the Company Common Stock, shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of sharesshares of Company Common Stock, or any similar transaction, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.

Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution paid in stockis declared with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately equitably adjusted to reflect such change.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend dividend, or distribution paid in stockany similar transaction, or any record date for any such purpose shall be established, the Offer Price, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, consolidation, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stocksimilar transaction, all references herein to a specified number of shares affected thereby, and any calculations that are based upon such numbers of shares affected thereby, including the Per Share Amount, the Merger Consideration and any other amounts payable pursuant to this Agreement Agreement, shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockdividend, all references herein to specified numbers of shares affected thereby, and any calculations that are based upon such numbers of shares affected thereby, including the Offer Price, the Merger Consideration and any other amounts payable pursuant to this Agreement Agreement, shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company Shares shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of sharesShares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occuroccur (other than an increase in the number of shares outstanding as a result of the exercise of any Company Compensatory Award in accordance with its terms), including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend dividend, or distribution paid in stockany record date for any such purpose shall be established, the Offer Price, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occuroccur (other than the issuance of additional shares of capital stock of the Company as permitted by this Agreement), including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Offer Price and the Merger Consideration (as applicable) and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.

Adjustments. Without limiting the other provisions of this AgreementSubject to Section 6.01(b), if at any time if, during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of 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 outstanding shares Shares (or securities convertible or exchangeable into or exercisable for Shares) shall occur as a result of capital stock of the Company shall occur, including by reason of any a reclassification, recapitalization, stock split (including a reverse stock split) ), or combination, exchange or readjustment of shares, merger or any stock dividend or stock distribution paid in stockwith a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately correspondingly adjusted to reflect such change.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occurhave been changed into a different number of shares or a different class or number of classes of shares, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period, but excluding any change that results from any exercise of Company Stock Options, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective TimeDate, any change in the outstanding shares of capital stock of the Company shall occur, including by reason occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution paid in stockis declared with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately equitably adjusted to reflect such change.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company Shares shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, but excluding any change that results from any exercise of Company Stock Options or distribution paid in stockvesting of Company RSUs outstanding as of the date of this Agreement, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement Date and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any similar transaction, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect provide the holders of shares of Common Stock the same economic effect as contemplated by this Agreement prior to such changeevent.

Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, any a change in the outstanding shares of capital stock of the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeappropriately.

Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution paid in stockwith a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately equitably adjusted to reflect such change; provided, that nothing in this Section 1.10 shall be construed as permitting the Company to take any action otherwise prohibited by this Agreement.

Adjustments. Without limiting the other provisions of this Agreement, if at any time If during the period between from the date of this Agreement and through the Effective Time, any change in the outstanding shares of capital stock Company Capital Stock or securities convertible or exchangeable into or exercisable for shares of the Company Capital Stock, shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of sharesshares of Company Capital Stock, or any similar transaction, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement Per Share Amount shall be appropriately adjusted to reflect such change.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any a change in the outstanding shares of capital stock of the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeappropriately.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any there is a change in the fully diluted number of outstanding shares of capital stock of the Company shall occur, including by reason as a result of any a reclassification, recapitalization, stock split (including a reverse stock split) ), or combination, exchange or readjustment of sharesshares (other than the exchange of LLC Units for Company Common Stock pursuant to Section 2.1(e) below), or any stock dividend or stock distribution paid in stockwith a record date during such period, the Offer Price and Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately equitably adjusted to reflect such change.

Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) ), or combination, exchange exchange, or readjustment of shares, or any stock dividend or distribution paid in stock, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.

Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason will occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution paid in stockwith a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall will be appropriately equitably adjusted to reflect such change.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason as a result of any reclassification, recapitalization, stock split (including reverse stock split) or ), merger, combination, exchange or readjustment of shares, subdivision or other similar transaction, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect eliminate the effect of such changeevent on the Merger Consideration or any such other amounts payable pursuant to this Agreement.

Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of Acquirer or the Company (other than as contemplated in Section 3.2 or Section 4.2 or permitted under this Agreement) shall occur, including including, without limitation, by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares), or any stock dividend or distribution paid in stockthereon with a record date during such period, the Offer Price, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, but excluding any change that results from any exercise of options outstanding as of the date hereof to purchase shares of Company Stock granted under the Company’s stock option or distribution paid in stockcompensation plans or arrangements, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason occur as a result of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution paid with a record date during such period (excluding, in stockeach case, normal quarterly cash dividends), the Merger Consideration and any other amounts payable pursuant to this Agreement similarly dependent items shall be appropriately equitably adjusted to reflect such change.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, consolidation, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockdividend, all references herein to a specified number of shares affected thereby, and any calculations that are based upon such numbers of shares affected thereby, including the Merger Consideration and any other amounts payable pursuant to this Agreement Agreement, shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason as a result of any reclassification, recapitalization, stock split (including reverse stock split) or ), merger, combination, exchange or readjustment of shares, subdivision or other similar transaction, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this Agreement, if at any time If during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of sharesShares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger applicable Share Consideration and the applicable Warrant Consideration, and any other amounts payable pursuant to this Agreement Agreement, shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement hereof and the Effective TimeTime and without limiting the Company’s obligations under Section 6.01, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockdividend, the Per Share Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, any a change in the outstanding shares of capital stock of the Company shall occur, including occur by reason of any reclassification, recapitalization, stock stock, split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period or distribution paid as otherwise contemplated in stockSection 3.11 of the Company Disclosure Schedule, the Merger Consideration and any other amounts payable pursuant to this Agreement Per Share Amount shall be appropriately adjusted to reflect such changeappropriately.

Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of Acquiror or the Company (other than as contemplated in Section 3.05 or Section 4.05 or permitted under this Agreement) shall occur, including including, without limitation, by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement Preferred Merger Consideration shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend thereon or distribution paid in stockother similar event with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock Company Stock shall be changed into a different number of the Company shall occur, shares or a different class (including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period but excluding any change that results from any exercise of Company Stock Options or distribution paid in stockWarrants that are outstanding as of the date hereof), the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution paid in stockor otherwise with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately equitably adjusted to reflect such changechange and to provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action.

Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occuroccur (other than the issuance or redemption of shares of capital stock of the Company as permitted by this Agreement), including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.

Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occuroccur (other than the issuance of additional shares of capital stock of the Company as permitted by Section 6.01(c)), including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Offer Price and the Merger Consideration (as applicable) and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to fairly reflect such change.

Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Closing Per Share Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.

Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock or equity securities of the Target Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.

Adjustments. Without limiting the other provisions of this Agreement, if at any time If during the period between from the date of this Agreement and through the Effective Time, any change in the outstanding shares of capital stock Company Capital Stock or securities convertible or exchangeable into or exercisable for shares of the Company Capital Stock, shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of sharesshares of Company Capital Stock, or any stock similar transaction, or any dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts consideration payable pursuant to this Agreement in respect of such shares shall be appropriately adjusted to reflect such change.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted adjusted; provided that no additional cash shall be payable by Dentsu pursuant to reflect any such changeadjustment.

Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution paid in stockwith a record date during such period, the Per Share Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeequitably adjusted.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, but excluding any change that results from any exercise of Company Option Awards or distribution paid in stocksettlement of Company Cash RSUs or Company Stock RSUs, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occuroccur (other than the issuance of additional shares of capital stock of the Company as permitted by this Agreement), including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Merger Consideration Shares and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.

Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company Republic or Allied shall occur, including occur by reason of any reclassification, recapitalization, stock split (including split, reverse stock split) , subdivision or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration Exchange Ratio and any other amounts payable pursuant to Section 2.05(f) or Section 2.07 of this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, but excluding any change that results from the vesting or distribution paid in stocksatisfaction of performance ​ ​ conditions applicable to any Company RSAs, Company PSAs or exercise of Company Options, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occuroccur (other than the issuance of additional shares of capital stock of the Company as permitted by this Agreement), including by reason of any reclassification, recapitalization, stock split (including a reverse stock split) ), or combination, exchange or exchange, readjustment of shares, or similar transaction, or any stock dividend or distribution paid in stock, the applicable Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during that period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the ----------- date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of Acquirer or the Company (other than as contemplated in Section 3.2 or Section 4.2 or permitted under this Agreement) shall occur, including including, without limitation, by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid thereon with a record date during such period, but excluding any change in stockthe number of outstanding Company Shares that results from any exercise of Company Stock Options outstanding as of the date hereof, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period the Offer Price, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason as a result of any reclassification, recapitalization, stock split (including any reverse stock split) or ), merger, combination, exchange or readjustment of shares, subdivision or other similar transaction, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and Exchange Ratio shall be appropriately adjusted to eliminate the effect of such event on the Exchange Ratio or any such other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeAgreement.

Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, Time any change in the outstanding shares of capital stock of the Company shall occur, including by reason occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution paid in stockwith a record date during such period, the Merger Consideration and any other amounts payable pursuant to under this Agreement in respect of the Company Shares and the Options shall be appropriately equitably adjusted to reflect such change.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of Buyer or the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any similar transaction; or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect provide the holders of shares of Company Common Stock the same economic effect, in the aggregate, as contemplated by this Agreement prior to such changeevent.

Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occuroccur (other than the issuance of additional shares of capital stock of the Company as permitted by this Agreement), including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Offer Price and the Merger Consideration (as applicable) and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.. 26995100v.1

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding Shares shall be changed into a different number of shares of capital stock of the Company shall occuror a different class, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of sharesShares, or any stock dividend or distribution paid in stockthereon with a record date during such period, but excluding any change that results from any exercise of Company Stock Options, the Offer Price, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company or the Parent shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Merger Consideration and any other amounts payable pursuant to this Agreement Exchange Ratio shall be appropriately adjusted to reflect such change.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement hereof and the Effective TimeTime and without limiting the Company’s obligations under Section 6.01, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockdividend, the Per Share Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.adjusted. Section 2.08

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason are changed into a different number of shares as a result of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company Seller shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period, but excluding any change that results from any exercise of Seller Stock Options, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall will occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Closing Cash Per Share Merger Consideration Consideration, the Parent Common Stock Per Share Merger Consideration, and any other amounts payable pursuant to this Agreement shall will be appropriately adjusted to reflect such change.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period or distribution paid in stockany similar event, but excluding any change that results from any exercise of options to purchase shares of Company Stock granted under the Company’s stock option or compensation plans or arrangements, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock(other than pursuant to the Spin-Off), the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including a reverse stock split) or combination, exchange exchange, subdivision or readjustment of shares, or any stock dividend thereon with a record date during such period or distribution paid in stockissuer tender or exchange offer or other similar transaction, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time subject to Section 5.01, during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, or distribution paid in stockany other similar event, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock Company Stock shall be changed into a different number of the Company shall occur, shares or a different class (including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period but excluding any change that results from any exercise of Company Stock Options or distribution paid in stockWarrants that are outstanding as of the date hereof), the Merger Consideration Consideration, Offer Price and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock Company Stock are changed into a different number of the Company shall occur, shares or a different class (including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, shares or any stock dividend or distribution paid in stockthereon with a record date during such period), the Merger Consideration and any other amounts payable pursuant to this Agreement shall will be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period, but excluding any change that results from any exercise of Company Stock Options outstanding as of the date hereof, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend (but excluding any change due to the exercise of stock options outstanding as of the date of this Agreement), or distribution paid in stockany record date for any such purpose shall be established, the Offer Price, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason occur as a result of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted adjusted; provided that this clause (h) shall not be construed to reflect such changepermit the Company to take any action with respect to its capital stock that is prohibited by Section 5.1.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective TimeClosing, any change in the outstanding shares of capital stock of the Company shall occur, including by reason occur as a result of any reclassification, recapitalization, stock split (including reverse stock split) ), combination or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockexchange, the Merger Consideration number of Acquired Shares and any other amounts payable pursuant to this Agreement the Per Share Purchase Price shall be appropriately equitably adjusted to reflect eliminate the effect of such changeevent on the number of Acquired Shares and the Per Share Purchase Price.

Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares Shares of capital stock of the Company Stock shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.

Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Merger Consideration and any other amounts payable or deliverable pursuant to this Agreement shall be appropriately adjusted to reflect such change.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective TimeClosing, any change in the outstanding shares of capital stock of the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration number of Shares to be issued and any other amounts sold by the Company to Buyer pursuant to this Agreement and the Purchase Price per share payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of 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 outstanding shares Company Ordinary Shares shall occur as a result of capital stock of the Company shall occur, including by reason of any a reclassification, recapitalization, stock split (including a reverse stock split) ), or combination, exchange or readjustment of shares, or any stock dividend or stock distribution paid in stockwith a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement as provided in ‎Section 2.01(c) shall be appropriately equitably adjusted to reflect such change.

Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) ), or combination, exchange exchange, or readjustment of shares, or any stock dividend or distribution paid in stock, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.

Adjustments. Without limiting the other provisions of this Agreement, if at any time If during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of sharesShares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger applicable Share Consideration, the applicable Warrant Consideration and the applicable Option Consideration, and any other amounts payable pursuant to this Agreement Agreement, shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company Stock shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, merger, subdivision, issuer tender offer or any exchange offer, stock dividend or distribution paid in stockor other similar transaction, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeevent.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend (but excluding any change due to the exercise of stock options or distribution paid in stockwarrants outstanding as of the date of this Agreement), or any record date for any such purpose shall be established, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective TimeClosing, any a change in the outstanding shares of capital stock of the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including or combination, reverse stock split) or combination, exchange exchange, stock dividend or readjustment of shares, or any stock dividend or distribution the number of shares of Common Stock subject to this Agreement and the consideration to be paid in stock, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeappropriately.

Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of any of the Company Companies shall occur, including by reason occur as a result of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution paid with a record date during such period (excluding, in stockeach case, normal quarterly cash dividends), the allocation of the Merger Consideration and any other amounts payable pursuant to this Agreement similarly dependent items shall be appropriately equitably adjusted to reflect such change.

Adjustments. Without limiting the other provisions of this Agreement, if at any time If during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of sharesCommon Shares or Preferred Shares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Election Share Consideration, the Common Share Consideration and the Option Consideration or Preferred Merger Consideration Consideration, as applicable, and any other amounts payable pursuant to this Agreement Agreement, shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of 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 outstanding shares Company Ordinary Shares shall occur as a result of capital stock of the Company shall occur, including by reason of any a reclassification, recapitalization, stock split (including a reverse stock split) ), or combination, exchange or readjustment of shares, or any stock dividend or stock distribution paid in stockwith a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement as provided in Section 2.01(c) shall be appropriately equitably adjusted to reflect such change.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockdividend, the Offer Price, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of 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 outstanding shares of capital stock Company Common Stock or other securities convertible therefor shall occur as a result of the Company shall occur, including by reason of any a reclassification, recapitalization, stock split (including a reverse stock split) ), or combination, exchange or readjustment of shares, or any stock dividend or stock distribution paid in stockwith a record date during such period, the Offer Price and Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately equitably adjusted to reflect such change.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period (but excluding the effect of any exercise of Company Options that are outstanding as of the date of this Agreement), the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted equitably adjusted, without duplication, to proportionally reflect such change.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Original Agreement Date and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of sharescapital stock, or stock dividend thereon with a record date during such period, or any stock dividend or distribution paid in similar event relating to the capital stock, the applicable Per Share Merger Consideration, Option Consideration and Warrant Consideration, and any other amounts payable pursuant to this Agreement Agreement, shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company or Acquiror shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period, but excluding any change that results from any exercise of the Company Stock Options, the Merger Acquisition Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.

Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occuroccur (other than the issuance of additional shares of capital stock of the Company as permitted by this Agreement), including by reason of any reclassification, recapitalization, stock split (including a reverse stock split) ), or combination, exchange or exchange, readjustment of shares, or similar transaction, or any stock dividend or distribution paid in stock, the Offer Price and the Merger Consideration (as applicable) and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.