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 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 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 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 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, 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 Agreement and other than as contemplated by 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 Common Stock 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; provided that the Company may not effect such change except as permitted by this Agreement.

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 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 Parent or the Company (other than as contemplated in 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 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 AgreementIf, if at any time during the period between the date of this Agreement hereof 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 stockdividend, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted adjusted; provided, however, that nothing in this Section 2.07 shall be construed to reflect such changepermit the Company to take any action that is otherwise prohibited by the terms of this Agreement.

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 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 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 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 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 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 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 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 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 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 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 Section 2.05 shall be appropriately adjusted to reflect provide to the holders of Shares 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 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 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 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 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 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 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 hereof 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 stockdividend, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted adjusted; provided, however, that nothing in this Section 2.08 shall be construed to reflect such changepermit the Company to take any action that is otherwise prohibited by the terms of this Agreement.

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 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 any exercise of options or distribution paid in stockwarrants outstanding as of the date hereof to purchase shares 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 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 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 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 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 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 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 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 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 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 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 or combination, 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 changeand equitably 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 occurhave been changed into a different number of 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, vesting of Company Restricted Shares or distribution paid in stocksettlement of Company 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 If at any time during the period between the date of this Agreement and the Effective TimeTermination Date, 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 stockon such capital stock with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement number of shares of Common Stock shall be appropriately adjusted to reflect such changeprovide ESL and the Company with same results contemplated by this Agreement as of the date it was executed.

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 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 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 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 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 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 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 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 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 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 any exercise of Company Stock 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 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 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 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 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 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 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 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 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 number of outstanding shares of capital stock Common Stock 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 stock(including any dividend or distribution of securities convertible into Common Stock) with 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.change and such adjustment shall provide the Company’s stockholders 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 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, 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 Notwithstanding anything to the contrary set forth in this Article II, but without limiting the other provisions terms of this AgreementSection 6.1, if at any time during the period if, between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock 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 consideration payable pursuant to this Agreement in respect of such shares in accordance with Section 2.6(c) 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 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 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 NWS 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 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 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 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 Membership Interests 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, but excluding any change that results from any exercise of 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 Stock shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of sharesshares of Company Stock, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts cash payable pursuant to this Agreement the Offer and the Merger and the Exchange Ratio 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 Common 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 applicable 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 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 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 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 sharescapital stock, or stock dividend thereon, or any stock dividend or distribution paid in similar event relating to the capital stock, the applicable Per Share Merger Consideration and 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 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 Stock shall occur, including by reason of any reclassification, recapitalization, stock unit split (including reverse stock unit split) or combination, exchange or readjustment of shares, or any stock unit dividend or distribution paid in stockunits, 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 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 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 thereon with a record date during such period, but excluding any change that results from the vesting of any Company RSAs or distribution paid in stockCompany 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 Second Merger 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 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 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 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 have been 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 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 Aggregate 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 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 the record date during such period, the price per share to be paid to holders of Shares in the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted. A-3 8 ARTICLE 2 THE SURVIVING CORPORATION SECTION 2.01.

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 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.. Table Of Contents 9

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 there is any change in the outstanding shares of capital stock Equity Securities of the Company shall occur, including by reason 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 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 shares of Common Stock and the Options shall be appropriately proportionately adjusted to reflect account for such change.