Common use of Equitable Adjustments Clause in Contracts

Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number, value (including dollar value) or amount contained herein which is based upon the number of shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock will be appropriately adjusted to provide to the holders of Company Common Stock, Company Preferred Stock and the holders of Acquiror Common Stock the same economic effect as contemplated by this Agreement; provided, however, that this Section 3.02 shall not be construed to permit Acquiror, the Company, or Merger Sub to take any action with respect to their respective securities that is prohibited by the terms and conditions of this Agreement.

Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock Ordinary Shares shall have been changed into a different number of shares or a different classclass or series, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, change, combination or exchange of shares, or any similar event shall have occurred, then any number, value (including dollar value) or amount contained herein which is based upon the number of shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock Ordinary Shares will be appropriately adjusted to provide to the holders of Company Common Stock, Company Preferred Stock and the holders of Acquiror Common Stock Ordinary Shares the same economic effect as contemplated by this Agreement; provided, however, that this Section 3.02 shall not be construed to permit Acquiror, the Company, Company or Merger Sub to take any action with respect to their respective securities that is prohibited by the terms and conditions of this Agreement.

Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding shares of Company Common Stock, Company Preferred Acquiror Stock or shares of Acquiror Common Company Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, or the assets owned by the Company shall have materially increased, then any number, value (including dollar value) or amount contained herein which that is based upon the number of shares of Company Common Stock, Company Preferred Acquiror Stock or shares of Acquiror Common Company Stock will be appropriately adjusted to provide to the holders of Company Common Stock, Company Preferred Stock Stockholders and the holders of Acquiror Common Stock Stockholders the same economic effect as contemplated by this AgreementAgreement prior to such event; provided, however, that this Section 3.02 1.04 shall not be construed to permit Acquiror, the Company, or Merger Sub or the Company to take any action with respect to their respective securities that is prohibited by by, or requires consent pursuant to, the terms and conditions of this Agreement.

Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock shall have been changed into a different number of shares or a different classclass or series, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, change, combination or exchange of shares, or any similar event shall have occurred, then any number, value (including dollar value) or amount contained herein which is based upon the number of shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock will be appropriately adjusted to provide to the holders of Company Common Stock, Company Preferred Stock and the holders of Acquiror Common Stock the same economic effect as contemplated by this Agreement; provided, however, that this Section 3.02 shall not be construed to permit Acquiror, the Company, Company or Merger Sub to take any action with respect to their respective securities that is prohibited by the terms and conditions of this Agreement.

Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, reorganization, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number, value (including dollar value) or amount contained herein which is based upon the number of shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock Stock, as applicable, will be appropriately adjusted to provide to the holders of Company Common Stock, Company Preferred Stock and or the holders of Acquiror Common Stock Stock, as applicable, the same economic effect as contemplated by this AgreementAgreement prior to such event; provided, however, that this Section 3.02 1.04 shall not be construed to permit Acquiror, the Company, Company or any Merger Sub to take any action with respect to their respective securities that is prohibited by the terms and conditions of this Agreement. For clarity, this Section 1.04 shall not apply to the issuance of Acquiror Common Stock pursuant to the conversion of Acquiror Class B Common Stock into Acquiror Class A Common Stock in connection with the Transactions.

Equitable Adjustments. IfOther than as contemplated by this Agreement, if between the date of this Agreement and the Closing, Closing the outstanding shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, reorganization, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number, value (including dollar value) or amount contained herein which is based upon the number of shares of Company Common Stock or Acquiror Common Stock, Company Preferred Stock or shares of Acquiror Common Stock as applicable, will be appropriately adjusted to provide to the holders of Company Common Stock or Acquiror Common Stock, Company Preferred Stock and the holders of Acquiror Common Stock as applicable, the same economic effect as contemplated by this AgreementAgreement prior to such event; provided, however, that this Section 3.02 1.4 shall not be construed to permit Acquiror, the Company, Acquiror or Merger Sub to take any action with respect to their respective securities that is prohibited by the terms and conditions of this AgreementAgreement and/or any other Transaction Document and provided, further that in no event shall any adjustment contemplated by this Section 1.4 result in an increase to the Base Purchase Price.

Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock Ordinary Shares shall have been changed into a different number of shares or a different classclass or series, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, change, combination or exchange of shares, or any similar event shall have occurred, then any number, value (including dollar value) or amount contained herein which is based upon the number of shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock Ordinary Shares will be appropriately adjusted to provide to the holders of Company Common Stock, Company Preferred Stock and the holders of Acquiror Common Stock Ordinary Shares the same economic effect as contemplated by this Agreement; provided, however, that this Section 3.02 shall not be construed to permit Acquiror, the Company, First Merger Sub or Second Merger Sub to take any action with respect to their respective securities that is prohibited by the terms and conditions of this Agreement.

Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding shares of Company Common StockHoldings Shares, Company Preferred Stock Shares or shares of Acquiror Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number, value (including dollar value) or amount contained herein which is based upon the number of shares of Company Common StockHoldings Shares, Company Preferred Stock Shares or shares of Acquiror Common Stock will be appropriately adjusted to provide to the holders of Company Common Stock, Company Preferred Stock Shares and the holders of Acquiror Common Stock the same economic effect as contemplated by this AgreementAgreement prior to such event; provided, however, that this Section 3.02 1.04 shall not be construed to permit Acquiror, Holdings, the Company, Delaware Merger Sub or Jersey Merger Sub to take any action with respect to their respective securities that is prohibited by the terms and conditions of this Agreement.

Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock Ordinary Shares shall have been changed into a different number of shares or a different classclass or series, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, change, combination or exchange of shares, or any similar event shall have occurredoccurred (in each case, other than pursuant to the Preferred Stock Conversion), then any number, value (including dollar value) or amount contained herein which is based upon the number of shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock Ordinary Shares will be appropriately adjusted to provide to the holders of Company Common Stock, Company Preferred Stock and the holders of Acquiror Common Stock Ordinary Shares the same economic effect as contemplated by this Agreement; provided, however, that this Section 3.02 shall not be construed to permit Acquiror, the Company, Company or Merger Sub to take any action with respect to their respective securities that is prohibited by the terms and conditions of this Agreement.

Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding shares of Company Common Stock, Company Preferred Stock Shares or shares of Acquiror Common Stock Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, reorganization, recapitalization, split, combination or exchange of shares, or any similar event shall have occurredoccurred (including any of the foregoing in connection with the Domestication), then any number, value (including dollar value) or amount contained herein which is based upon the number of shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock Shares, as applicable, will be appropriately adjusted to provide to the holders of Company Common Stock, Company Preferred Stock and Shares or the holders of Acquiror Common Stock Shares, as applicable, the same economic effect as contemplated by this AgreementAgreement prior to such event; provided, however, that this Section 3.02 1.04 shall not be construed to permit Acquiror, the Company, Company or Merger Sub to take any action with respect to their respective securities that is prohibited by the terms and conditions of this Agreement. For clarity, this Section 1.04 shall not apply to the issuance of Acquiror Common Stock pursuant to the Subscription Agreements.

Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Buyer Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, reorganization, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number, value (including dollar value) or amount contained herein which is based upon the number of shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Buyer Common Stock Stock, as applicable, will be appropriately adjusted to provide to the holders of Company Common Stock, Company Preferred Stock and or the holders of Acquiror Buyer Common Stock Stock, as applicable, the same economic effect as contemplated by this AgreementAgreement prior to such event; provided, however, that this Section 3.02 1.04 shall not be construed to permit AcquirorBuyer, the Company, First Merger Sub or Second Merger Sub to take any action with respect to their respective securities that is prohibited by the terms and conditions of this Agreement.

Equitable Adjustments. IfOther than as contemplated by this Agreement, if between the date of this Agreement and the Closing, Closing the outstanding shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, reorganization, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number, value (including dollar value) or amount contained herein which is based upon the number of shares of Company Common Stock or Acquiror Common Stock, Company Preferred Stock or shares of Acquiror Common Stock as applicable, will be appropriately adjusted to provide to the holders of Company Common Stock or Acquiror Common Stock, Company Preferred Stock and the holders of Acquiror Common Stock as applicable, the same economic effect as contemplated by this AgreementAgreement prior to such event; provided, however, that this Section 3.02 1.4 shall not be construed to permit Acquiror, the Company, Acquiror or Merger Sub to take any action with respect to their respective securities that is prohibited by the terms and conditions of this AgreementAgreement and/or any Ancillary Agreement and provided, further, that in no event shall any adjustment contemplated by this Section 1.4 result in an increase to the Base Purchase Price.

Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, reorganization, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number, value (including dollar value) or amount contained herein which is based upon the number of shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock Stock, as applicable, will be appropriately adjusted to provide to the holders of Company Common Stock, Company Preferred Stock and or the holders of Acquiror Common Stock Stock, as applicable, the same economic effect as contemplated by this AgreementAgreement prior to such event; provided, however, that this Section 3.02 1.04 shall not be construed to permit Acquiror, the Company, Company or Merger Sub to take any action with respect to their respective securities that is prohibited by the terms and conditions of this Agreement. For clarity, this Section 1.04 shall not apply to the issuance of Acquiror Common Stock pursuant to (i) the Subscription Agreements or (ii) the conversion of Acquiror Class B Common Stock into Acquiror Class A Common Stock.

Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding shares of Company Common Stock, Company Preferred Stock Membership Interests or shares of Acquiror Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number, value (including dollar value) or amount contained herein which is based upon the number of shares of Company Common Stock, Company Preferred Stock Membership Interests or shares of Acquiror Common Stock Stock, including but not limited to the Exchange Ratio, will be appropriately adjusted to provide to the holders of Company Common Stock, Company Preferred Stock Membership Interests and the holders of Acquiror Common Stock the same economic effect as contemplated by this AgreementAgreement prior to such event; provided, however, that this Section 3.02 1.04 shall not be construed to permit Acquiror, the Company, Company or Merger Sub Newco to take any action with respect to their respective securities that if such action is prohibited by the terms and conditions of this Agreement.

Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding shares of Company Common Stock, Company Preferred Stock Shares or shares of Acquiror Common Stock shall have been changed into a different number of units or shares or a different class, by reason of any unit or stock dividend, subdivision, reclassification, reorganization, recapitalization, split, combination or exchange of units or shares, or any similar event shall have occurred, then any number, value (including dollar value) or amount contained herein which is based upon the number of shares of Company Common Stock, Company Preferred Stock Shares or shares of Acquiror Common Stock Stock, as applicable, will be appropriately adjusted to provide to the holders of Company Common Stock, Company Preferred Stock and the holders Shares or shares of Acquiror Common Stock Stock, as applicable, the same economic effect as contemplated by this AgreementAgreement prior to such event; provided, however, that this Section 3.02 1.04 shall not be construed to permit Acquiror, the Company, any Acquiror Party or Merger Sub Company Party to take any action with respect to their respective securities that is prohibited by the terms and conditions of this Agreement. For clarity, this Section 1.04 shall not apply to the issuance of Acquiror Common Stock pursuant to the conversion of Acquiror Class B Common Stock into Acquiror Class A Common Stock.

Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number, value (including dollar value) or amount contained herein which is based upon the number of shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock will be appropriately adjusted to provide to the holders of Company Common Stock, Company Preferred Stock and the holders of Acquiror Common Stock the same economic effect as contemplated by this Agreement; provided, however, that this Section 3.02 3.04 shall not be construed to permit Acquiror, the Company, First Merger Sub or Second Merger Sub to take any action with respect to their respective securities that is prohibited by the terms and conditions of this Agreement.

Equitable Adjustments. IfWithout limiting anything contained in this Agreement (including Section 5.01), if, between the date of this Agreement and the ClosingClosing (as defined below), the outstanding shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Ordinary Shares or Pubco Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, reorganization, recapitalization, split, split or combination or exchange of shares, or any similar event shall have occurred, then any number, value (including dollar value) number or amount contained herein which is based upon the number of shares of Company Common Stock or Acquiror Ordinary Shares or Pubco Common Stock, Company Preferred Stock or shares of Acquiror Common Stock as applicable, will be appropriately adjusted to provide to the holders of Company Common Stock, Company Preferred Stock and or the holders of Acquiror Ordinary Shares or Pubco Common Stock Stock, as applicable, the same economic effect as contemplated by this AgreementAgreement prior to such event; providedprovided that, howeverfor the avoidance of doubt, that this Section 3.02 1.03 shall not be construed to permit Acquiror, the Company, Company or the Merger Sub Subs to take any action with respect to their respective securities that is prohibited by the terms and conditions of this Agreement.

Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number, value (including dollar value) or amount contained herein which is based upon the number of shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock will be appropriately adjusted to provide to the holders of Company Common Stock, Company Preferred Stock and the holders of Acquiror Common Stock the same economic effect as contemplated by this Agreement; provided, however, that this Section 3.02 shall not be construed to permit Acquiror, the Company, or Merger Sub any Party to take any action with respect to their respective securities that is prohibited by the terms and conditions of this Agreement.

Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding shares of Company Acquiror Pre-Transaction Common Stock, Company Preferred Stock or shares of Acquiror Common Stock Company Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number, value (including dollar value) or amount contained herein which that is based upon the number of shares of Company Acquiror Pre-Transaction Common Stock, Company Preferred Stock or shares of Acquiror Common Stock Company Shares will be appropriately adjusted to provide to the holders of Company Common Stock, Company Preferred Stock Shareholders and the holders of Acquiror Common Stock Stockholders the same economic effect as contemplated by this AgreementAgreement prior to such event; provided, however, that this Section 3.02 1.04 shall not be construed to permit Acquiror, the Company, or Merger Sub or the Company to take any action with respect to their respective securities that is prohibited by by, or requires consent pursuant to, the terms and conditions of this Agreement.

Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding shares of Company Common Stock, Company Preferred Stock Membership Interests or shares of Acquiror SPAC Common Stock shall have been changed into a different number percentage of interests or shares or a different classclass or series, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of percentage of interests or shares, or any similar event shall have occurred, then any number, value (including dollar value) or amount contained herein which that is based upon the aggregate percentage of Company Membership Interests or the number of shares of Company SPAC Common Stock, Company Preferred Stock or shares of Acquiror Common Stock will be appropriately adjusted to provide to the holders of Company Common Stock, Company Preferred Stock Membership Interests and the holders of Acquiror SPAC Common Stock the same economic effect as contemplated by this AgreementAgreement prior to such event; provided, however, that this Section 3.02 1.04 shall not be construed to permit Acquiror, SPAC or the Company, or Merger Sub Company to take any action with respect to their respective securities that if such action is prohibited by the terms and conditions of this AgreementAgreement or any other Transaction Document.

Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock shall have been changed into a different number of shares or a different classclass or series, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, change, combination or exchange of shares, or any similar event shall have occurred, then any number, value (including dollar value) or amount contained herein which is based upon the number of shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock (including the Aggregate Merger Consideration or the Aggregate Common Merger Consideration) will be appropriately adjusted to provide to the holders of Company Common Stock, Company Preferred Stock and the holders of Acquiror Common Stock the same economic effect as contemplated by this AgreementAgreement and the Company Charter; provided, however, that this Section 3.02 shall not be construed to permit Acquiror, the Company, Company or Merger Sub to take any action with respect to their respective securities that is prohibited by the terms and conditions of this Agreement.

Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number, value (including dollar value) or amount contained herein which is based upon the number of shares of Company Common Stock, Company Preferred Stock or shares of Acquiror Common Stock will be appropriately adjusted to provide to the holders of Company Common Stock, Company Preferred Stock and the holders of Acquiror Common Stock the same economic effect as contemplated by this Agreement; provided, however, that this Section 3.02 shall not be construed to permit Acquiror, the Company, Merger Sub I or Merger Sub II to take any action with respect to their respective securities that is prohibited by the terms and conditions of this Agreement.