Common use of Share Adjustment Clause in Contracts

Share Adjustment. If, on or prior to the Closing Date (or in connection with the Senior Credit Facility, the Senior Subordinated Credit Facility and/or the Senior Subordinated Notes), the Company shall issue or sell any shares of Common Stock or any options, warrants or other equity securities of any nature convertible into or exchangeable for shares of Common Stock ("COMMON STOCK EQUIVALENTS"), then the Company shall issue to the Purchasers an additional number of shares of Preferred Stock determined by multiplying the number of Preferred Shares then outstanding (which, in the case of an adjustment, if any, to be made on the Closing Date, shall be 200,000) by a fraction, the numerator of which shall be the number of shares of Common Stock or Common Stock Equivalents issued (a) in the case of an adjustment, if any, to be made on the Closing Date, from the date hereof to the Closing Date or (b) in the case of an adjustment, if any, to be made after the Closing Date, since the later of the Closing Date or the date of any prior adjustment made pursuant to this SECTION 2.04, and the denominator of which shall be the number of Voting Equity Interests outstanding immediately prior to such issuance of Common Stock or Common Stock Equivalents, excluding (1) any Preferred Shares the outstanding, if any, (2) any shares of Common Stock issuable upon conversion of the Preferred Shares then outstanding, if any, (3) any shares of Common Stock issuable upon exercise of the Warrants, and (4) the Common Stock or Common Stock Equivalents issued (a) in the case of an adjustment, if any, to be made on the Closing Date, from the date hereof to the Closing Date or (b) in the case of an adjustment, if any, to be made after the Closing Date, since the later of the Closing or the date of any prior adjustment made pursuant to this SECTION 2.04. Such number of additional shares will be allocated in a proportional amount to the Purchasers based on the allocation contained in SCHEDULE A. SCHEDULE 2.04 sets forth an example of how this adjustment provision will work.

Share Adjustment. IfIf the outstanding Shares of the class then subject to this Plan are increased or decreased, on or prior are changed into or exchanged for a different number or kind of shares or securities or other forms of property (including cash) or rights, as a result of one or more reorganizations, recapitalizations, spin-offs, forward stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall be made in the number and/or kind of Shares or securities or other forms of property (including cash) or rights for which Options may thereafter be granted under the Plan and for which Options then outstanding under the Plan may thereafter be exercised. Any such Share adjustments shall be made without changing the aggregate exercise price applicable to the Closing Date (unexercised portions of outstanding Options. Any fractional Shares resulting from such adjustment shall be eliminated by rounding to the nearest whole number. Appropriate amendments to the Option Agreements shall be executed by the Corporation and the Optionees to the extent the Option Committee determines that such amendments are necessary or desirable to reflect such Share adjustments. If determined by the Option Committee to be appropriate, in connection with the Senior Credit Facilityevent of any Share adjustment involving the substitution of securities of a corporation other than the Corporation, the Senior Subordinated Credit Facility and/or Option Committee shall make arrangements for the Senior Subordinated Notes), the Company shall issue or sell any shares of Common Stock or any options, warrants or assumption by such other equity securities corporation of any nature convertible into Options then or exchangeable for shares of Common Stock ("COMMON STOCK EQUIVALENTS")thereafter outstanding under the Plan, then without any change in the Company shall issue total exercise price applicable to the Purchasers unexercised portion of the Options but with an additional number of shares of Preferred Stock determined by multiplying appropriate adjustment to the number of Preferred Shares then outstanding (whichsecurities, in kind of securities and exercise price for each of the case of an securities subject to the Options. The determination by the Option Committee as to what adjustment, if any, to be made on the Closing Date, amendments or arrangements shall be 200,000) by a fraction, the numerator of which shall be the number of shares of Common Stock or Common Stock Equivalents issued (a) in the case of an adjustment, if any, to be made on the Closing Date, from the date hereof to the Closing Date or (b) in the case of an adjustment, if any, to be made after the Closing Date, since the later of the Closing Date or the date of any prior adjustment made pursuant to this SECTION 2.04, Section 9 and the denominator of which extent thereof, shall be final and conclusive. In the event of the proposed dissolution or liquidation of the Corporation, or a proposed sale of substantially all of the assets of the Corporation, or in the event of any merger or consolidation of the Corporation with or into another corporation, or in the event of any corporate separation or division, including, but not limited to, a split-up, split-off or spin-off, or other transaction in which the outstanding Shares then subject to Options under the Plan are changed into or exchanged for property (including cash), rights and/or securities other than, or in addition to, shares of the Corporation, the Option Committee may provide that the holder of each Option then exercisable shall have the right to exercise such Option solely for the kind and amount of shares of stock and other securities, property, cash or any combination thereof receivable upon such dissolution, liquidation, sale, consolidation or merger, or similar corporate event, by a holder of the number of Voting Equity Interests outstanding Shares for which such Option might have been exercised immediately prior to such issuance dissolution, liquidation, sale, consolidation or merger or similar corporate event; or, in the alternative, the Option Committee may provide that each Option granted under the Plan shall terminate as of Common Stock or Common Stock Equivalentsa date to be fixed by the Board of Directors, excluding provided, that no less than thirty (130) any Preferred Shares the outstanding, if any, (2) any shares of Common Stock issuable upon conversion days prior written notice of the Preferred Shares then outstandingdate so fixed shall be given to each Optionee who shall have the right, if anyduring such thirty (30) day period preceding such termination, (3) to exercise the Options as to all or any shares of Common Stock issuable upon exercise part of the WarrantsShares covered thereby, and (4) the Common Stock or Common Stock Equivalents issued (a) in the case of an adjustment, if any, including Shares as to which such Options would not otherwise be made on the Closing Date, from the date hereof to the Closing Date or (b) in the case of an adjustment, if any, to be made after the Closing Date, since the later of the Closing or the date of any prior adjustment made pursuant to this SECTION 2.04. Such number of additional shares will be allocated in a proportional amount to the Purchasers based on the allocation contained in SCHEDULE A. SCHEDULE 2.04 sets forth an example of how this adjustment provision will workexercisable.

Share Adjustment. IfPromptly following the Share Adjustment Date (as hereinafter defined), on or prior to the number of shares deliverable as part of the Merger Consideration (and that have not previously been transferred by any Shareholder) shall be re-calculated based upon the average closing NYSE price for IHS Shares for the 20-trading day period immediately preceding the first anniversary of the Closing Date (or in connection with the Senior Credit Facility, the Senior Subordinated Credit Facility and/or the Senior Subordinated Notes), the Company shall issue or sell any shares of Common Stock or any options, warrants or other equity securities of any nature convertible into or exchangeable for shares of Common Stock ("COMMON STOCK EQUIVALENTSRECALCULATED VALUE"), then provided that such adjustment shall be made only if the Company result shall issue be an increase in the number of shares issuable to the Purchasers Shareholders. If the number of shares as re-calculated under this subsection (c) (the "ADJUSTED SHARE COUNT") exceeds the Closing Date Share Count, IHS promptly shall deliver over to the Group's Representative an additional number of shares IHS Shares as shall have a value equal to the amount of Preferred Stock determined by multiplying such excess (using the Recalculated Value for determining the number of Preferred such IHS Shares then outstanding (whichto be delivered), and such additional shares shall be included in the aforementioned registration statement by means of a post-effective amendment thereto. In lieu of delivering additional shares as aforesaid, IHS may, in its sole discretion, elect to deliver cash to the case Group's Representative (for distribution to the Shareholders) in the amount of an adjustmentsuch excess. If the Closing Date Share Count exceeds the Adjusted Share Count, no adjustment shall be made. For purposes hereof, "SHARE ADJUSTMENT DATE" shall mean the earlier to occur of: (x) the first anniversary of the Closing Date; or (y) the day preceding the date, if any, on which all issued and outstanding shares of IHS Stock are to be made on the Closing Datesplit, shall be 200,000) by a fractionreverse split, the numerator of which shall be the number of shares of Common Stock exchanged, converted or Common Stock Equivalents issued (a) in the case of an adjustment, if any, to be made on the Closing Date, from the date hereof to the Closing Date or (b) in the case of an adjustment, if any, to be made after the Closing Date, since the later of the Closing Date or the date of any prior adjustment made otherwise recharacterized pursuant to this SECTION 2.04any plan of merger, and the denominator of which shall be the number of Voting Equity Interests outstanding immediately prior to such issuance of Common Stock consolidation, reorganization or Common Stock Equivalents, excluding (1) any Preferred Shares the outstanding, if any, (2) any shares of Common Stock issuable upon conversion of the Preferred Shares then outstanding, if any, (3) any shares of Common Stock issuable upon exercise of the Warrants, and (4) the Common Stock or Common Stock Equivalents issued (a) in the case of an adjustment, if any, to be made on the Closing Date, from the date hereof to the Closing Date or (b) in the case of an adjustment, if any, to be made after the Closing Date, since the later of the Closing or the date of any prior adjustment made pursuant to this SECTION 2.04. Such number of additional shares will be allocated in a proportional amount to the Purchasers based on the allocation contained in SCHEDULE A. SCHEDULE 2.04 sets forth an example of how this adjustment provision will workother corporate restructuring.

Share Adjustment. If, on or prior to the Closing Date (or in connection with the Senior Credit Facility, the Senior Subordinated Credit Facility and/or the Senior Subordinated Notes), the Company shall issue or sell any shares of Common Stock or any options, warrants or other equity securities of any nature convertible into or exchangeable for shares of Common Stock ("COMMON STOCK EQUIVALENTS"), then the Company shall issue to the Purchasers an additional number of shares of Preferred Stock determined by multiplying the number of Preferred Shares then outstanding (which, in the case of an adjustment, if any, to be made on the Closing Date, shall be 200,000) by a fraction, the numerator of which shall be the number of shares of Common Stock or Common Stock Equivalents issued (a) in the case of an adjustment, if any, to be made on the Closing Date, from the date hereof to the Closing Date or (b) in the case of an adjustment, if any, to be made after the Closing Date, since the later of the Closing Date or the date of any prior adjustment made pursuant to this SECTION Section 2.04, and the denominator of which shall be the number of Voting Equity Interests outstanding immediately prior to such issuance of Common Stock or Common Stock Equivalents, excluding (1) any Preferred Shares the outstanding, if any, (2) any shares of Common Stock issuable upon conversion of the Preferred Shares then outstanding, if any, (3) any shares of Common Stock issuable upon exercise of the Warrants, and (4) the Common Stock or Common Stock Equivalents issued (a) in the case of an adjustment, if any, to be made on the Closing Date, from the date hereof to the Closing Date or (b) in the case of an adjustment, if any, to be made after the Closing Date, since the later of the Closing or the date of any prior adjustment made pursuant to this SECTION Section 2.04. Such number of additional shares will be allocated in a proportional amount to the Purchasers based on the allocation contained in SCHEDULE Schedule A. SCHEDULE Schedule 2.04 sets forth an example of how this adjustment provision will work.