Common use of Other Dilution Adjustments Clause in Contracts

Other Dilution Adjustments. If (x) any corporate event occurs involving the Purchaser or the Common Stock (other than any cash dividend but including, without limitation, a spin-off, a stock split, stock or other dividend or distribution, reorganization, rights offering or recapitalization or any other event having a dilutive or concentrative effect on the Common Stock), or (y) as a result of the definition of Trading Day (whether because of a suspension of transactions pursuant to Section 4.02 or otherwise), any day that would otherwise be a Trading Day during the Contract Period is not a Trading Day or on such Trading Day, pursuant to Section 4.02, the Seller effects transactions with respect to shares of Common Stock at a volume lower than originally anticipated with respect to this Transaction, then in any such case, the Calculation Agent shall make corresponding adjustments with respect to any variable relevant to the terms of the Transaction, as the Calculation Agent determines appropriate to preserve the fair value of the Transaction to the Seller, and shall determine the effective date of such adjustment.

Appears in 2 contracts

Samples: Confirmation Agreement (Valero Energy Corp/Tx), Confirmation Agreement (Metropolitan Edison Co)

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Other Dilution Adjustments. If (x) any corporate event occurs involving with respect to the Purchaser Common Stock that has a dilutive or concentrative effect on the theoretical value of the Common Stock (other than any cash dividend Cash Dividend but including, without limitation, a spin-off, a stock split, stock or other dividend or distribution, reorganization, rights offering or recapitalization or any other event having a dilutive or concentrative effect on the Common Stockrecapitalization), or (y) as a result of the definition of Trading Day (whether because of a suspension of transactions pursuant to Section 4.02 or otherwise), any day that would otherwise be a Trading Day during the Contract Period is not a Trading Day or on such Trading Day, pursuant to Section 4.02, the Seller effects transactions with respect to shares of Common Stock at a volume lower than originally anticipated (as measured by the average daily trading volume, as defined in Rule 10b-18(a)(1) promulgated under the Exchange Act, of the Common Stock on the Business Day immediately preceding the Trade Date) with respect to this Transaction, then in any such case, the Calculation Agent shall make corresponding adjustments with respect to any variable relevant to the terms of the Transaction, as the Calculation Agent reasonably determines appropriate to preserve the fair value of the Transaction to the SellerTransaction, and shall determine the effective date of such adjustment.

Appears in 1 contract

Samples: Confirmation (Rambus Inc)

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Other Dilution Adjustments. If (x) any corporate event occurs involving the Purchaser or the Common Stock (other than any cash dividend an Extraordinary Cash Dividend or an Ordinary Cash Dividend but including, without limitation, a spin-off, a stock split, stock or other dividend or distribution, reorganization, rights offering or recapitalization or any other event having a dilutive or concentrative effect on the Common Stock), ) or (y) as a result of the definition of Trading Day (whether because of a suspension of transactions pursuant to Section 4.02 or otherwise), any day that would otherwise be a Trading Day during the Contract Period is not a Trading Day or on such Trading Day, pursuant to Section 4.02, the Seller effects transactions with respect to shares of Common Stock at a volume lower than originally anticipated with respect to this Transaction, then in any such case, the Calculation Agent shall make corresponding adjustments with respect to any variable relevant to the terms one or more of the TransactionMinimum Delivery Number, the Upside Threshold and the Settlement Number as the Calculation Agent determines appropriate to preserve the fair value of the Transaction to the Seller, and shall determine the effective date of such adjustment.

Appears in 1 contract

Samples: Confirmation (Kla Tencor Corp)

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