Common use of Restrictions on Adjustments Clause in Contracts

Restrictions on Adjustments. Notwithstanding anything to the contrary in the Equity Definitions or this Confirmation, none of the following events will constitute a Potential Adjustment Event, Merger Event or Tender Offer (as such terms are defined in the Equity Definitions, as amended by this Confirmation), and no adjustment will be made to the Transaction in connection with any such event pursuant to the Equity Definitions (as amended by this Confirmation) or otherwise: (i) the issuance of any Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of Counterparty and the investment of additional optional amounts in Shares under any plan; (ii) the issuance of any Shares or options or rights to purchase Shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by Counterparty or any of its subsidiaries; (iii) the repurchase by Counterparty of Shares pursuant to an open-market Share repurchase program or other buy-back transaction that is not a tender offer or exchange offer; (iv) the issuance of any Shares pursuant to any right, option, warrant or exercisable, exchangeable or convertible security not described in clauses (i) through (iii) above and outstanding as of the Trade Date; or (v) solely for a change in the par value of the Shares.