Common use of Adjustments to Exchange Ratio Clause in Contracts

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Common Stock or Target Capital Stock), reorganization, recapitalization or other like change with respect to Acquiror Common Stock or Target Capital Stock occurring after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Acquiror into, or exercisable for, Avanex Common Stock or Target Capital Oplink Common Stock), extraordinary cash dividend, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Acquiror Avanex Common Stock or Target Capital Oplink Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror LRC Common Stock or Target Capital OSI Common Stock), reorganization, recapitalization or other like change with respect to Acquiror LRC Common Stock or Target Capital OSI Common Stock occurring after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted ----------------------------- adjusted to reflect fully appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Acquiror or exercisable or exchangeable for Parent Common Stock or Target Capital Company Common Stock), extraordinary cash dividend, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Acquiror Parent Common Stock or Target Capital Company Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio and any other applicable numbers or amounts shall be ----------------------------- adjusted to reflect fully appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Acquiror or exercisable or exchangeable for Parent Common Stock or Target Capital Company Common Stock), extraordinary cash dividend, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Acquiror Parent Common Stock or Target Capital Company Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Acquiror or exercisable or exchangeable for Parent Common Stock or Target Capital Company Common Stock), extraordinary dividend, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Acquiror Parent Common Stock or Target Capital Company Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Central Common Stock or Target Capital Common Stock), reorganization, recapitalization or other like change with respect to Acquiror Central Common Stock or Target Capital Company Common Stock occurring after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Acquiror NetIQ Common Stock or Target Capital MCS Common Stock), extraordinary cash dividends, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Acquiror NetIQ Common Stock or Target Capital MCS Common Stock occurring on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Acquiror IDEC Common Stock or Target Capital Biogen Common Stock), reorganization, recapitalization recapitalization, reclassification or other like change with respect to Acquiror IDEC Common Stock or Target Capital Biogen Common Stock occurring having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Buyer Common Stock or Target Capital Company Common Stock), reorganization, recapitalization or other like change with respect to Acquiror Buyer Common Stock or Target Capital Company Common Stock occurring after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully appropriately the effect of any stock split, reverse stock split, stock dividend (including the Parent Stock Split, and any dividend or distribution of securities convertible into Acquiror Parent Common Stock or Target Capital Company Common Stock), reorganization, recapitalization recapitalization, reclassification or other like change with respect to Acquiror Parent Common Stock or Target Capital Company Common Stock occurring on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- equitably adjusted to reflect fully the effect of any stock split, reverse split, stock combination, stock dividend (including any dividend or distribution of securities convertible into Acquiror SciQuest Common Stock or Target Company Capital Stock), reorganization, reclassification, recapitalization or other like change with respect to Acquiror SciQuest Common Stock or Target Company Capital Stock occurring the effective date of which occurs after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- equitably adjusted to reflect accommodate fully the effect of any stock split, reverse split, stock combination, stock dividend (including any dividend or distribution of securities convertible into Acquiror IMNT Common Stock or Target Capital USSC Common Stock), reorganization, reclassification, recapitalization or other like similar change with respect to Acquiror IMNT Common Stock or Target Capital USSC Common Stock occurring the effective date of which occurs after the date hereof of this Agreement and prior to before the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Purchaser Common Stock or Target Capital Company Common Stock), reorganization, recapitalization or other like change with respect to Acquiror Purchaser Common Stock or Target Capital Company Common Stock occurring on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted ----------------------------- adjusted to reflect fully appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Parent Common Stock or Target Capital Company Common Stock), reorganization, recapitalization recapitalization, reclassification or other like change with respect to Acquiror Parent Common Stock or Target Capital Company Common Stock occurring on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Common Stock or Target Capital Company Common Stock), reorganization, recapitalization or other like change with respect to Acquiror Common Stock or Target Capital Company Common Stock occurring after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Autobytel Common Stock or Target Capital Autoweb Common Stock), reorganization, recapitalization or other like change with respect to Acquiror Autobytel Common Stock or Target Capital Autoweb Common Stock occurring on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Acquiror ITS Common Stock or Target Capital MMA Common Stock), reorganization, recapitalization recapitalization, reclassification or other like change with respect to Acquiror ITS Common Stock or Target Capital MMA Common Stock occurring on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Parent Common Stock or Target Capital Company Common Stock), reorganization, recapitalization recapitalization, reclassification, exchange or other like change with respect to Acquiror Parent Common Stock or Target Capital Company Common Stock occurring on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to ----------------------------- reflect fully appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Parent Common Stock or Target Capital StockShares), extraordinary cash dividends, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Acquiror Parent Common Stock or Target Capital Stock Shares occurring on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Parent Common Stock or Target Capital Common Stock), reorganization, recapitalization recapitalization, reclassification or other like change with respect to Acquiror Parent Common Stock or Target Capital Common Stock occurring on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Romarco Common Stock or Target Capital Western Common Stock), extraordinary cash dividends, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Acquiror Romarco Common Stock or Target Capital Western Common Stock occurring on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror fonix Common Stock or Target Capital AcuVoice Common Stock), reorganization, recapitalization or other like change with respect to Acquiror fonix Common Stock or Target Capital AcuVoice Common Stock occurring after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Common Stock or Target Capital Stock), reorganization, recapitalization or other like change with respect to Acquiror Common Stock or Target Capital Stock occurring (or for which the record date occurs) after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Parent Common Stock or Target Capital Company Common Stock), extraordinary cash dividends, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Acquiror Parent Common Stock or Target Capital Company Common Stock occurring on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- equitably adjusted to reflect fully the effect of any stock split, reverse split, stock combination, stock dividend (including any dividend or distribution of securities convertible into Acquiror Parent Common Stock or Target Company Capital Stock), reorganization, reclassification, recapitalization or other like change with respect to Acquiror Parent Common Stock or Target Company Capital Stock occurring after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted ----------------------------- adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Acquiror West Common Stock or Target Capital East Common Stock), reorganization, recapitalization or other like change without receipt of consideration with respect to Acquiror West Common Stock or Target Capital East Common Stock occurring on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Common Stock or Target Capital Common Stock), reorganization, recapitalization or other like change with respect to Acquiror Common Stock or Target Capital Common Stock occurring after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Parent Common Stock or Target the Company Capital Stock), reorganization, recapitalization or other like change with respect to Acquiror Parent Common Stock or Target the Company Capital Stock occurring after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- appropriately and proportionately adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Millennium Common Stock or Target Capital COR Common Stock), reorganization, reclassification, recapitalization or other like change with respect to Acquiror Millennium Common Stock or Target Capital COR Common Stock occurring (or for which a record date is established) after the date hereof and on or prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Parent Common Stock or Target Company Capital Stock), reorganization, recapitalization or other like change with respect to Acquiror Parent Common Stock or Target Company Capital Stock occurring after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the appropriate economic effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Acquiror LTX Common Stock or Target Capital Credence Common Stock), extraordinary cash dividend, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Acquiror LTX Common Stock or Target Capital Credence Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.; provided, however, that nothing in this

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Acquiror or exercisable or exchangeable for Parent Common Stock or Target Capital Company Common Stock), extraordinary cash dividend, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Acquiror Parent Common Stock or Target Capital Company Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to ----------------------------- reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Parent Common Stock or Target Company Capital Stock), reorganization, recapitalization or other like change with respect to Acquiror Parent Common Stock or Target Company Capital Stock occurring after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Parent Common Stock Shares or Target Capital Stockthe Shares), reorganization, recapitalization or other like change with respect to Acquiror Parent Common Stock Shares or Target Capital Stock the Shares occurring after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to ----------------------------- reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Buyer Common Stock or Target Capital Company Common Stock), reorganization, recapitalization or other like change with respect to Acquiror Buyer Common Stock or Target Capital Company Common Stock occurring after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Parent Common Stock or Target Company Capital Stock), reorganization, recapitalization or other like change with respect to Acquiror Parent Common Stock or Target Company Capital Stock occurring after the date hereof October 9, 1998 and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Western Multiplex Common Stock or Target Capital Proxim Common Stock), extraordinary cash dividends, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Acquiror Western Multiplex Common Stock or Target Capital Proxim Common Stock occurring on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted ----------------------------- adjusted to reflect fully appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Parent Common Stock or Target Capital Company Common Stock), extraordinary cash dividends, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Acquiror Parent Common Stock or Target Capital Company Common Stock occurring on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Common Stock Buyer Shares or Target Capital StockShares), reorganization, recapitalization or other like change with respect to Acquiror Common Stock Buyer Shares or Target Capital Stock Shares occurring after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- appropriately adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Parent Common Stock or Target Company Capital Stock), reorganization, recapitalization or other like change with respect to Acquiror Parent Common Stock or Target Company Capital Stock occurring after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Parent Common Stock or Target Capital StockCompany Common Stock or Preferred), reorganization, recapitalization recapitalization, reclassification or other like change with respect to Acquiror Parent Common Stock or Target Capital Company Common Stock or Preferred occurring on or after the date hereof and prior to the Effective TimeClosing Date, other than the Recapitalization.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Allegro Common Stock or Target SPC Capital Stock), reorganization, recapitalization or other like 2 3 change with respect to Acquiror Allegro Common Stock or Target SPC Capital Stock occurring on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio exchange ratios shall be ----------------------------- adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Common Stock or Target Capital Stock), reorganization, recapitalization or other like change with respect to Acquiror Common Stock or Target Capital Stock occurring after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Common Stock or Target Capital Stock)dividend, reorganization, subdivision, reclassification, combination, recapitalization or other like change with respect to Acquiror Common Parent Stock or Target Capital Company Stock occurring after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to ----------------------------- reflect fully the effect of any stock splitsubdivision, reverse splitcombination, stock dividend (including any dividend or distribution of securities convertible into Acquiror PARENT Common Stock or Target Capital TARGET Common Stock), reorganization, recapitalization or other like similar capital change with respect to Acquiror PARENT Common Stock or Target Capital Stock occurring after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- equitably ------------------------------ adjusted to reflect fully the effect of any stock split, reverse split, stock combination, stock dividend (including any dividend or distribution of securities convertible into Acquiror Parent Common Stock or Target Capital Stock), reorganization, reclassification, recapitalization or other like change with respect to Acquiror Parent Common Stock or Target Capital Stock occurring after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Acquiror MetaTools Common Stock or Target Capital Fractal Common Stock), reorganization, recapitalization or other like change with respect to Acquiror MetaTools Common Stock or Target Capital Fractal Common Stock occurring on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Buyer Common Stock or Target Capital Company Common Stock), reorganization, recapitalization or other like change with respect to Acquiror Buyer Common Stock or Target Capital Company Common Stock occurring after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted as appropriate to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Autobytel Common Stock or Target Capital Common Stock), reorganization, recapitalization or other like change with respect to Acquiror Autobytel Common Stock or Target Capital Common Stock occurring on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully appropriately the effect of any forward or reverse stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Synergy Common Stock or Target Capital Callisto Common Stock), extraordinary cash dividends, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Acquiror Synergy Common Stock or Target Capital Callisto Common Stock occurring on or after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Exchange Ratio shall be ----------------------------- adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Parent Common Stock or Target Capital Company Common Stock), reorganization, recapitalization or other like change with respect to Acquiror Parent Common Stock or Target Capital Company Common Stock occurring after the date hereof and prior to the Effective Time.