Common use of Adjustment for Consolidation, Merger or Other Reorganization Event Clause in Contracts

Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of (i) any consolidation or merger of the Company, or any surviving entity or subsequent surviving entity of the Company (a "Company Successor"), with or into another entity (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation), (ii) any sale, transfer, lease or conveyance to another corporation of the property of the Company or any Company Successor as an entirety or substantially as an entirety, (iii) any statutory exchange of securities of the Company or any Company Successor with another corporation (other than in connection with a merger or acquisition) or (iv) any liquidation, dissolution or winding up of the Company or any Company Successor (any such event described in clause (i), (ii), (iii) or (iv), a "Reorganization Event"), the Exchange Rate shall be adjusted so that on the Exchange Date Purchaser shall receive, in lieu of the Contract Shares, cash in an amount equal to the product of (x) the Firm Share Base Amount plus the Additional Share Base Amount and (y)(i) if the Transaction Value is less than the Appreciation Threshold Price but equal to or greater than the Initial Price, the Initial Price, (ii) if the Transaction Value is equal to or greater than the Appreciation Threshold Price, 0.______ multiplied by the Transaction Value, and (iii) if the Transaction Value is less than the Initial Price, the Transaction Value. Notwithstanding the foregoing, (A) if the consideration received by holders of Common Stock in such Reorganization Event does not include Marketable Securities, then the Seller's delivery obligation under this Agreement will be accelerated, and the Seller will deliver the Transaction Value to Purchaser promptly upon consummation of the Reorganization Event; and (B) if any Marketable Securities are received by holders of Common Stock in such Reorganization Event, Seller may, at its option, in lieu of delivering cash as described above, deliver an equivalent amount (based on the value determined in accordance with clause (z) of the following paragraph) of Marketable Securities, but not exceeding, as a percentage of the total consideration required to be delivered, the percentage of the total Transaction Value attributable to such Marketable Securities.

Adjustment for Consolidation, Merger or Other Reorganization Event. (a) In the event of (i) any consolidation or merger of the Company, or any surviving entity or subsequent surviving entity of the Company (a "“Company Successor"”), with or into another entity (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation), (ii) any sale, transfer, lease or conveyance to another corporation of the property of the Company or any Company Successor as an entirety or substantially as an entirety, (iiiiii)(x) any statutory exchange of securities of the Company or any Company Successor with another corporation or (y) any sale of all or substantially all of the outstanding equity securities of the Company or any Company Successor, including pursuant to any plan of arrangement or similar scheme with the Company’s stockholders under any applicable law, rule or regulation or order of any court or governmental authority (in the case of each of the preceding clauses (x) and (y), other than in connection with a consolidation or merger or acquisitionreferred to in clause (i) immediately above), or (iv) any liquidation, dissolution or winding up of the Company or any Company Successor (any such event described in clause (i), (ii), (iii) or (iv), a "“Reorganization Event"”), the Exchange Rate Seller shall be adjusted so that deliver on the Exchange Date Purchaser shall receiveDate, in lieu of the Contract Shares, cash in an amount (the “Basic Reorganization Event Amount”) equal to the product of (x) the sum of the Firm Share Base Amount plus Shares and the Additional Share Base Amount Shares and (y)(i) if the Transaction Value is less than the Appreciation Threshold Price but equal to or greater than the Initial Price, the Initial Price, (ii) if the Transaction Value is equal to or greater than the Appreciation Threshold Price, 0.______ 0.8333 multiplied by the Transaction Value, and (iii) if the Transaction Value is less than the Initial Price, the Transaction Value. Notwithstanding the foregoing, (A) if the consideration received by the holders of the Common Stock in such the Reorganization Event does not include (the “Merger Consideration”) includes any Marketable Securities, then the Seller's delivery obligation under this Agreement will be accelerated, and the Seller will deliver the Transaction Value to Purchaser promptly upon consummation of the Reorganization Event; and (B) if any Marketable Securities are received by holders of Common Stock in such Reorganization Event, Seller may, at its option, deliver those Marketable Securities on the Exchange Date in lieu of delivering an amount of cash equal to the value of those Marketable Securities as described above, deliver an equivalent amount (above based on the value determined in accordance with clause (z) Average Market Price of the following paragraphMarketable Securities on the Exchange Date. (b) Notwithstanding Section 6.2(a), if at least 30% of the Merger Consideration in any Reorganization Event consists of property, other than Marketable Securities (a “Cash Merger”), then Seller shall be required (i) within five Business Days after Seller receives the Merger Consideration, to deliver the Accelerated Portion to Purchaser; provided, that to the extent the Accelerated Portion consists of property other than cash or cash equivalents, Seller may, at its option, deliver, in lieu of such other property, cash in an amount equal to the Value of such other property; and (ii) on the Exchange Date, to deliver to Purchaser the number of Marketable Securities, but not exceeding, as a percentage Securities equal to the product of (x) the sum of the total consideration required to be deliveredFirm Share Base Amount and the Additional Share Base Amount and (y) the Exchange Rate, adjusted as described in the percentage next sentence, and the provisions of the total Transaction Value attributable Section 2.3(c) shall apply mutatis mutandis to such Marketable Securities, provided that Seller may exercise the Cash Settlement Alternative in respect of such Marketable Securities, in which case Section 2.3(d) shall apply to such election mutatis mutandis to such Marketable Securities, and Seller shall deliver cash equal to the value, based on the Average Market Price of the Marketable Securities at the Exchange Date, of the number of Marketable Securities that the Seller would otherwise be required to deliver on the Exchange Date. For purposes of calculating such Exchange Rate, (A) the Initial Price and Appreciation Threshold Price shall each be adjusted by multiplying the Initial Price and Appreciation Threshold Price, as applicable, as then in effect, by a fraction, (i) the numerator of which is the Value of a share of the Marketable Securities, and (ii) the denominator of which shall be the Transaction Value; and (B) the Exchange Rate shall be adjusted by multiplying the Exchange Rate (computed on the basis of the adjusted Initial Price and Appreciation Threshold Price and the Average Market Price of the Marketable Securities) by a fraction, (i) the numerator of which is the aggregate Value of the Marketable Securities included in the Merger Consideration received in exchange for a single share of Common Stock, and (ii) the denominator of which is the Value of a share of the Marketable Securities. (c) If a Cash Merger occurs during a Calculation Period used to calculate the Average Market Price, average Closing Price or Transaction Value, then the average Closing Prices used to calculate such Average Market Price, the average Closing Price or the average Closing Price referred to in clause (iii) of the definition of Transaction Value, in each case for the Trading Days preceding the effective date of the adjustment in the Exchange Rate, shall be adjusted proportionally to the corresponding adjustments to the Initial Price and Threshold Appreciation Price. (d) For the avoidance of doubt, if 100% of the Merger Consideration in a Cash Merger consists of cash, then delivery of the entire Merger Consideration will be accelerated as set forth in Section 6.2(b) above.

Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of (i) any consolidation or merger of the Company, or any surviving entity or subsequent surviving entity of the Company (a "Company Successor"), with or into another entity (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation), (ii) any sale, transfer, lease or conveyance to another corporation of the property of the Company or any Company Successor as an entirety or substantially as an entirety, (iii) any statutory exchange of securities of the Company or any Company Successor with another corporation (other than in connection with a merger or acquisition) or (iv) any liquidation, dissolution or winding up of the Company or any Company Successor (any such event described in clause (i), (ii), (iii) or (iv), a "Reorganization Event"), the Exchange Rate shall be adjusted so that on the Exchange Date Purchaser shall receive, in lieu of the Contract Shares, cash in an amount equal to the product of (x) the Firm Share Base Amount plus the Additional Share Base Amount and (y)(iy) (i) if the Transaction Value is less than the Appreciation Threshold Price but equal to or greater than the Initial Price, the Initial Price, (ii) if the Transaction Value is equal to or greater than the Appreciation Threshold Price, 0.______ multiplied by the Transaction Value, and (iii) if the Transaction Value is less than the Initial Price, the Transaction Value. Notwithstanding the foregoing, (A) if the consideration received by holders of Common Stock in such Reorganization Event does not include Marketable Securities, then the Seller's delivery obligation under this Agreement will be accelerated, and the Seller will deliver the Transaction Value to Purchaser promptly upon consummation of the Reorganization Event; and (B) if any Marketable Securities are received by holders of Common Stock in such Reorganization Event, Seller may, at its option, in lieu of delivering cash as described above, deliver an equivalent amount (based on the value determined in accordance with clause (z) of the following paragraph) of Marketable Securities, but not exceeding, as a percentage of the total consideration required to be delivered, the percentage of the total Transaction Value attributable to such Marketable Securities.Transaction

Adjustment for Consolidation, Merger or Other Reorganization Event. (a) In the event of (i) any consolidation consolidation, amalgamation or merger of the Company, or any surviving entity or subsequent surviving entity of the Company (a "Company Successor"), with or into another entity (other than a consolidation, amalgamation or merger or consolidation in which the Company is the continuing corporation and in which the Class A Common Stock outstanding immediately prior to the consolidation, amalgamation or merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation), (ii) any sale, transfer, lease or conveyance to another corporation of the property of the Company or any Company Successor as an entirety or substantially as an entirety, (iiiiii)(x) any statutory exchange of securities of the Company or any Company Successor with another corporation or (y) any sale of all or substantially all of the outstanding equity securities of the Company or any Successor Company, including pursuant to any plan of arrangement or similar scheme with the Company's stockholders under any applicable law, rule or regulation or order of any court or governmental authority (in the case of each of the preceding clauses (x) and (y), other than in connection with a consolidation, amalgamation or merger or acquisitionreferred to in clause (i) immediately above), or (iv) any liquidation, dissolution or winding up of the Company or any Company Successor (any such event described in clause (i), (ii), (iii) or (iv), a "Reorganization Event"), the Exchange Rate Seller shall be adjusted so that deliver on the Exchange Date Purchaser shall receiveDate, in lieu of the Contract SharesAdditional Stock, cash in an amount (the "Basic Reorganization Event Amount") equal to the result of applying the Dilution Adjustment (or successive Dilution Adjustments), if any, that have been to the Exchange Rate pursuant to Section 6.1 at or prior to the time of such Reorganization Event, multiplied by the product of (x) the Firm Share Base Amount plus the Additional Share Stock Base Amount and (y)(iy) (i) if the Transaction Value is less than the Appreciation Threshold Price but equal to or greater than the Initial Price, the Initial Price, (ii) if the Transaction Value is equal to or greater than the Appreciation Threshold Price, 0.______ o multiplied by the Transaction Value, and (iii) if the Transaction Value is less than the Initial Price, the Transaction Value. Notwithstanding the foregoing, (A) if the consideration received by the holders of the Class A Common Stock in such the Reorganization Event does not include (the "Merger Consideration") includes any Marketable Securities, then the Seller's delivery obligation under this Agreement will be accelerated, and the Seller will deliver the Transaction Value to Purchaser promptly upon consummation of the Reorganization Event; and (B) if any Marketable Securities are received by holders of Common Stock in such Reorganization Event, Seller may, at its option, in lieu of delivering cash as described above, deliver an equivalent amount (based on the value determined in accordance with clause (z) of the following paragraphdefinition of Transaction Value) of such Marketable Securities, but not exceeding, as a percentage of the total consideration required to be delivered, the percentage of the total Transaction Value attributable to such Marketable Securities. (b) Notwithstanding Section 6.2(a), if at least 30% of the Merger Consideration in any Reorganization Event consists of cash or cash equivalents (a "Cash Merger"), then Seller shall be required (i) within five Business Days after Seller receives the Merger Consideration, to deliver the Accelerated Portion to Purchaser, provided that to the extent the Accelerated Portion consists of property other than cash or cash equivalents, Seller may, at its option, deliver, in lieu of such other property, cash in an amount equal to the Value of such other property; and (ii) on the Exchange Date, to deliver to Purchaser the number of Marketable Securities equal to the product of (x) the Additional Stock Base Amount and (y) the Exchange Rate, adjusted as described in the next sentence, and the provisions of Section 2.3(b) shall apply mutatis mutandis to such Marketable Securities, provided that Seller may exercise the Cash Settlement Alternative in respect of such Marketable Securities, in which case Section 2.3(c) shall apply mutatis mutandis to such Marketable Securities. For purposes of calculating such Exchange Rate, (A) the Initial Price and Appreciation Threshold Price shall each be adjusted by multiplying the Initial Price or Appreciation Threshold Price, as applicable, as then in effect, by a fraction, the numerator of which is the Value of a share of the Marketable Securities included in the Merger Consideration on the date the Cash Merger is closed, and the denominator of which shall be the Transaction Value; and (B) the Exchange Rate shall be adjusted by multiplying the Exchange Rate (computed on the basis of the adjusted Initial Price and Appreciation Threshold Price and the Average Market Price of the Marketable Securities) by a fraction, the numerator of which is the aggregate Value of the Marketable Securities included in the Merger Consideration received in exchange for a single share of Class A Common Stock, and the denominator of which is the Value of a share of the Marketable Securities included in the Merger Consideration on the date the Cash Merger is closed.

Adjustment for Consolidation, Merger or Other Reorganization Event. (a) In the event of (i) any consolidation or merger of the Company, or any surviving entity or subsequent surviving entity of the Company (a "Company Successor"), with or into another entity (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation), (ii) any sale, transfer, lease or conveyance to another corporation of the property of the Company or any Company Successor as an entirety or substantially as an entirety, (iii) any statutory exchange of securities of the Company or any Company Successor with another corporation (other than in connection with a merger or acquisitionconsolidation referred to in clause (i) immediately above) or (iv) any liquidation, dissolution or winding up of the Company or any Company Successor (any such event described in clause (i), (ii), (iii) or (iv), a "Reorganization Event"), the Exchange Rate shall be adjusted so that then on the Exchange Date Purchaser shall receive, in lieu of the Contract Shares, cash in an amount (the "Basic Reorganization Event Amount") equal to the Dilution Adjustment (or successive Dilution Adjustments), if any, that have been applied to the Exchange Rage pursuant to Section 6.1 at or prior to the time of such Reorganization Event, multiplied by the product of (x) the Firm Share Base Amount plus the Additional Share Base Amount and (y)(iy) (i) if the Transaction Value is less than the Appreciation Threshold Price but equal to or greater than the Initial Price, the Initial Price, (ii) if the Transaction Value is equal to or greater than the Appreciation Threshold Price, 0._______ multiplied by the Transaction Value, and (iii) if the Transaction Value is less than the Initial Price, the Transaction Value. Notwithstanding the foregoing, (A) if the consideration received by the holders of the Common Stock in such the Reorganization Event does not include (the "Merger Consideration") includes any Marketable Securities, then the Seller's delivery obligation under this Agreement will be accelerated, and the Seller will deliver the Transaction Value to Purchaser promptly upon consummation of the Reorganization Event; and (B) if any Marketable Securities are received by holders of Common Stock in such Reorganization Event, Seller may, at its option, in lieu of delivering cash as described above, deliver an equivalent amount (based on the value determined in accordance with clause (z) of the following paragraphdefinition of "Transaction Value" below) of such Marketable Securities, but not exceeding, as a percentage of the total consideration required to be delivered, the percentage of the total Transaction Value attributable to such Marketable Securities. (b) Notwithstanding paragraph (a) above, if at least 30% of the Merger Consideration consists of cash or cash equivalents (a "Cash Merger"), then Seller shall be required (i) within five business days after Seller receives the Merger Consideration, to deliver the Accelerated Portion to the Purchaser, provided that to the extent the Accelerated Portion consists of property other than cash or cash equivalents, Seller may, at its option, deliver, in lieu of such other property, cash in an amount equal to the Value of such other property; and (ii) on the Exchange Date, to deliver to the Purchaser the number of Marketable Securities equal to the product of (x) the sum of the Firm Share Base Amount and the Additional Share Base Amount and (y) the Exchange Rate, adjusted as described in the next sentence, and the provisions of Section 1.3(c) shall apply mutatis mutandis to such Marketable Securities, provided that Seller may exercise the Cash Settlement Alternative in respect of such Marketable Securities, in which case Section 1.3(d) shall apply to such election, mutatis mutandis, to such Marketable Securities. For purposes of calculating such Exchange Rate, (A) the Initial Price and Appreciation Threshold Price shall each be adjusted by multiplying the Initial Price or Appreciation Threshold Price, as applicable, as then in effect, by a fraction, the numerator of which is the Value of a share of the Marketable Securities included in the Merger Consideration on the date the Cash Merger is closed, and the denominator of which shall be the aggregate Transaction Value; and (B) the Exchange Rate shall be adjusted by multiplying the Exchange Rate (computed on the basis of the adjusted Initial Price and Appreciation Threshold Price and the Average Market Price of the Marketable Securities) by a fraction, the numerator of which is the aggregate Value of the Marketable Securities included in the Merger Consideration received in exchange for a single share of Common Stock, and the denominator of which is the Value of a share of the Marketable Securities included in the Merger Consideration on the date the Cash Merger is closed. (c) As used in this Agreement:

Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of (i) any consolidation or merger of the Company, or any surviving entity or subsequent surviving entity of the Company (a "Company Successor"), with or into another entity (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock Ordinary Shares outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation), (ii) any sale, transfer, lease or conveyance to another corporation of the property of the Company or any Company Successor as an entirety or substantially as an entirety, (iiiiii)(x) any statutory exchange of securities of the Company or any Company Successor with another corporation or (y) any sale of all or substantially all of the outstanding equity securities of the Company or any Successor Company, including pursuant to any plan of arrangement or similar scheme with the Company's shareholders under any applicable law, rule or regulation or order of any court or governmental authority (in the case of each of the preceding clauses (x) and (y), other than in connection with a merger or acquisitionconsolidation referred to in clause (i) immediately above), or (iv) any liquidation, dissolution or winding up of the Company or any Company Successor (any such event described in clause (i), (ii), (iii) or (iv), a "Reorganization Event"), the Exchange Rate Seller shall be adjusted so that deliver on the Exchange Date Purchaser shall receiveDate, in lieu of the Contract Shares, cash in an amount (the "Basic Reorganization Event Amount") equal to the Dilution Adjustment (or successive Dilution Adjustments), if any, that have been applied to the Exchange Rate pursuant to Section 6.1 at or prior to the time of such Reorganization Event, multiplied by the product of (x) the Firm Share Base Amount plus the Additional Share Base Amount and (y)(i) if the Transaction Value is less than the Appreciation Threshold Price but equal to or greater than the Initial Price, the Initial Price, (ii) if the Transaction Value is equal to or greater than the Appreciation Threshold Price, 0.______ multiplied by the Transaction Value, and (iii) if the Transaction Value is less than the Initial Price, the Transaction Value. Notwithstanding the foregoing, (A) if the consideration received by holders of Common Stock in such Reorganization Event does not include Marketable Securities, then the Seller's delivery obligation under this Agreement will be accelerated, and the Seller will deliver the Transaction Value to Purchaser promptly upon consummation of the Reorganization Event; and (B) if any Marketable Securities are received by holders of Common Stock in such Reorganization Event, Seller may, at its option, in lieu of delivering cash as described above, deliver an equivalent amount (based on the value determined in accordance with clause (z) of the following paragraph) of Marketable Securities, but not exceeding, as a percentage of the total consideration required to be delivered, the percentage of the total Transaction Value attributable to such Marketable Securities.y)

Adjustment for Consolidation, Merger or Other Reorganization Event. (a) In the event of (i) any consolidation or merger of the Company, or any surviving entity or subsequent surviving entity of the Company or any such issuer (a "“Company Successor"), ”) with or into another entity (other than a merger or consolidation in which the Company is the continuing corporation and in which none of the Common Stock outstanding immediately prior to before the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporationperson), (ii) any sale, transfer, lease or conveyance to another corporation of all or substantially all of the property of the Company or any Company Successor as an entirety or substantially as an entiretySuccessor, (iiiiii)(x) any statutory exchange of securities of the Company or any Company Successor with another corporation or (y) any sale of all or substantially all of the outstanding equity securities of the Company or any Company Successor, including pursuant to any plan of arrangement or similar scheme with the Company’s stockholders under any applicable law, rule or regulation or order of any court or governmental authority (in the case of each of the preceding clauses (x) and (y), other than in connection with a consolidation or merger or acquisitionreferred to in clause (i) immediately above), or (iv) any liquidation, dissolution or winding up of the Company or any Company Successor Successor, in each case where all or substantially all of the shares of Common Stock are converted into or exchanged for cash, securities or other property of the Company or another person (any such event described in clause (i), (ii), (iii) or (iv), a "“Reorganization Event"”), Seller shall deliver to the Exchange Rate shall be adjusted so that Purchaser on the Exchange Date Purchaser shall receiveDate, in lieu of each share of Common Stock (or other Marketable Securities to which the Contract SharesReorganization Event relates following a Spin-Off Distribution) subject to this Agreement, cash in an amount (the “Basic Reorganization Event Amount”) equal to the product of (x) the Firm Share Base Amount plus the Additional Share Base Amount and (y)(ii) if the Transaction Value is less than the Appreciation Threshold Price but equal to or greater than the Initial Price, the Initial Price, (ii) if the Transaction Value is equal to or greater than the Appreciation Threshold Price, 0.______ 0.8163 multiplied by the Transaction Value, and or (iii) if the Transaction Value is less than the Initial Price, the Transaction Value. Notwithstanding the foregoing, (A) if the consideration (the “Merger Consideration”) received by the holders of the Common Stock in such the Reorganization Event does not include (or the holders of other Marketable Securities to which the Reorganization Event relates following a Spin-Off Distribution) includes any Marketable Securities, then the Seller's delivery obligation under this Agreement will be accelerated, and the Seller will deliver the Transaction Value to Purchaser promptly upon consummation of the Reorganization Event; and (B) if any Marketable Securities are received by holders of Common Stock in such Reorganization Event, Seller may, at its option, deliver those Marketable Securities on the Exchange Date (in lieu of delivering an amount of cash equal to the Average Market Price of those Marketable Securities on the Exchange Date). (b) Notwithstanding Section 6.2(a), if at least 30% of the Value of the Merger Consideration consists of cash or property other than Marketable Securities (a “Cash Merger”), then Seller shall be required to deliver to the Purchaser, in lieu of the shares of Common Stock (or other Marketable Securities) that are deliverable under this Agreement, (i) within five Business Days after Seller receives the Merger Consideration, the Accelerated Portion; provided, that instead of delivering any non-cash consideration (other than Marketable Securities), Seller may, at its option, deliver cash in an amount equal to the Value of those assets; and (ii) on the Exchange Date, in lieu of each share of Common Stock that is deliverable under this Agreement (and the shares of other Marketable Securities that are deliverable per share of Common Stock under this Agreement following a Spin-Off Distribution), cash in an amount equal to (1) if the Transaction Value is less than the Appreciation Threshold Price but equal to or greater than the Initial Price, the Initial Price, (2) if the Transaction Value is equal to or greater than the Appreciation Threshold Price, 0.8163 multiplied by the Transaction Value, or (3) if the Transaction Value is less than the Initial Price, the Transaction Value, in each case minus the Value of the Accelerated Portion that is deliverable per share of Common Stock under this Agreement as determined in accordance with subsection (i) above. Seller may, at its option, deliver the Marketable Securities on the Exchange Date in lieu of delivering an amount of cash as described above. (c) If a Reorganization Event occurs during a Calculation Period used to calculate the Average Market Price or Transaction Value, deliver an equivalent amount (based on then the value determined average Closing Prices used to calculate such Average Market Price or the average Closing Price referred to in accordance with clause (ziii) of the following paragraph) definition of Marketable SecuritiesTransaction Value, but not exceeding, as a percentage in each case for the Trading Days preceding the effective date of the total consideration required Reorganization Event, shall be adjusted proportionally to be deliveredthe corresponding adjustments to the Initial Price and Threshold Appreciation Price to reflect the occurrence of that event. (d) For the avoidance of doubt, the percentage if 100% of the total Transaction Value attributable to such Marketable SecuritiesMerger Consideration in a Cash Merger consists of cash, then delivery of the entire Merger Consideration will be accelerated as set forth in Section 6.2(b) above.

Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of (i) any consolidation or merger of the Company, or any surviving entity or subsequent surviving entity of the Company or any such issuer (a "“Company Successor"), ”) with or into another entity (other than a merger or consolidation in which the Company is the continuing corporation and in which none of the Common Stock outstanding immediately prior to before the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporationperson), (ii) any sale, transfer, lease or conveyance to another corporation of all or substantially all of the property of the Company or any Company Successor as an entirety or substantially as an entiretySuccessor, (iiiiii)(x) any statutory exchange of securities of the Company or any Company Successor with another corporation or (y) any sale of all or substantially all of the outstanding equity securities of the Company or any Company Successor, including pursuant to any plan of arrangement or similar scheme with the Company’s stockholders under any applicable law, rule or regulation or order of any court or governmental authority (in the case of each of the preceding clauses (x) and (y), other than in connection with a consolidation or merger or acquisitionreferred to in clause (i) immediately above), or (iv) any liquidation, dissolution or winding up of the Company or any Company Successor Successor, in each case where all or substantially all of the shares of Common Stock are converted into or exchanged for cash, securities or other property of the Company or another person (any such event described in clause (i), (ii), (iii) or (iv), a "“Reorganization Event"”), Seller shall deliver to the Exchange Rate shall be adjusted so that Purchaser on the Exchange Date Purchaser shall receiveDate, in lieu of each share of Common Stock (or other Marketable Securities to which the Contract SharesReorganization Event relates following a Spin-Off Distribution) subject to this Agreement, cash in an amount (the “Basic Reorganization Event Amount”) equal to the product of (x) the Firm Share Base Amount plus the Additional Share Base Amount and (y)(ii) if the Transaction Value is less than the Appreciation Threshold Price but equal to or greater than the Initial Price, the Initial Price, (ii) if the Transaction Value is equal to or greater than the Appreciation Threshold Price, 0.______ 0.8163 multiplied by the Transaction Value, and or (iii) if the Transaction Value is less than the Initial Price, the Transaction Value. Notwithstanding the foregoing, (A) if the consideration (the “Merger Consideration”) received by the holders of the Common Stock in such the Reorganization Event does not include (or the holders of other Marketable Securities to which the Reorganization Event relates following a Spin-Off Distribution) includes any Marketable Securities, then the Seller's delivery obligation under this Agreement will be accelerated, and the Seller will deliver the Transaction Value to Purchaser promptly upon consummation of the Reorganization Event; and (B) if any Marketable Securities are received by holders of Common Stock in such Reorganization Event, Seller may, at its option, deliver those Marketable Securities on the Exchange Date (in lieu of delivering an amount of cash as described above, deliver an equivalent amount (based equal to the Average Market Price of those Marketable Securities on the value determined in accordance with clause (z) of the following paragraph) of Marketable Securities, but not exceeding, as a percentage of the total consideration required to be delivered, the percentage of the total Transaction Value attributable to such Marketable SecuritiesExchange Date).