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 reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Buyer Common Stock or Company Common Stock), reorganization, recapitalization or other like change with respect to Buyer Common Stock or Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

Adjustments to Exchange Ratio. The Without limiting any other provision of this Agreement, the Exchange Ratio shall be appropriately adjusted to reflect fully provide to the holders of Company Common Stock the same economic effect of as contemplated by this Agreement if there is any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Buyer Parent Common Stock or Company Common Stock), reorganization, recapitalization or other like change with respect to Buyer Parent Common Stock or Company Common Stock occurring (on or for which a record date is established) 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 reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Buyer SIMEX Common Stock or Company Red Alert Common Stock), reorganization, recapitalization or other like change with respect to Buyer SIMEX Common Stock or Company Red Alert Common Stock occurring (or after the date of this Agreement and prior to the Effective Time. Any such change for which a record date is established) after established shall be deemed for the date hereof and prior purposes of this Section 2.3 to have occurred on the Effective Timerecord date.

Adjustments to Exchange Ratio. The Exchange Ratio shall be equitably adjusted to reflect fully appropriately the effect of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Buyer Company Common Stock or Company Noble Common Stock), extraordinary cash dividends, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Buyer Noble Common Stock or Company Common Stock occurring (on or for which a record date is established) after the date hereof and prior to the Effective Time; provided, however, that no such adjustment shall be made with respect to any dividend or redemption permitted by Section 4.1.

Adjustments to Exchange Ratio. The Common Exchange Ratio and the Preferred 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 Buyer Parent Common Stock or Company Common Stock), reorganization, recapitalization or other like change with respect to Buyer Parent Common Stock or Company Common Stock occurring (or for which a record date is established) 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 Buyer Parent Common Stock Shares or Company Common Stock), reorganization, recapitalization or other like change without receipt of consideration with respect to Buyer Parent Common Stock Shares or Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time. Any such change for which a record date is established shall be deemed for the purposes of this Section 1.6(e) to have occurred on the record date.

Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect fully the effect of any reclassification, stock share split, reverse split, stock share dividend (including any dividend or distribution of securities convertible into Buyer Parent Common Stock Shares or Company Common Stock), reorganization, recapitalization or other like change with respect to Buyer Parent Common Stock Shares or Company Common Stock occurring (or for which having a record date is established) after the date hereof and prior to the Effective Time, including without limitation the two-for-one stock split announced by Parent on January 3, 1999 proposed to be paid March 10, 2000.

Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse stock split, stock dividend divided (including any dividend or distribution of securities convertible into Buyer Parent Common Stock or Company Common Stock), reorganization, recapitalization or other like change with respect to Buyer Parent Common Stock or Company Common Stock occurring (or for which a the record date is establishedoccurs) 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 stock split, stock dividend (including any dividend or distribution of securities convertible into Buyer into, or exercisable or exchangeable for, Company Common Stock or Company Thermo Common Stock, as the case may be), reorganization, recapitalization or other like change without receipt of consideration with respect to Buyer either the Company Common Stock or Company the Thermo Common Stock occurring (on or for which a record date is established) 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 Buyer Parent Common Stock or Company Common Stock), reorganization, recapitalization or other like change with respect to Buyer Parent Common Stock or Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.Time and of any increase in the number of shares of Company Common Stock outstanding after the date hereof (treating as outstanding as of the date hereof, up to 461,904

Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect fully appropriately the effect of any reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Buyer Common Stock Parent Ordinary Shares, Parent ADSs or Company Common Stock), extraordinary cash dividends, reorganization, recapitalization recapitalization, reclassification, combination, exchange of shares or other like change with respect to Buyer Common Stock Parent ADSs, Parent Ordinary Shares or Company Common Stock occurring (on or for which a record date is established) 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 reclassification, stock split, reverse split, stock combination, stock dividend (including any dividend or distribution of securities convertible into Buyer Parent Common Stock or Company Common Stock), reorganization, reclassification, recapitalization or other like change with respect to Buyer Parent Common Stock or Company Common Stock occurring (or for the effective date of which a record date is established) occurs 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 Buyer Parent Common Stock Shares or Company Common Stockthe Shares), reorganization, recapitalization or other like change with respect to Buyer Parent Common Stock Shares or the Company Common Stock Shares occurring (or for which a record date is established) 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 reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Buyer Parent Common Stock or Company Common Stock), reorganization, recapitalization recapitalization, reclassification or other like change with respect to Buyer Common Stock or Company Parent Common Stock occurring (on or for which a record date is established) 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 stock split, stock dividend (including any dividend or general distribution of securities convertible into Buyer or exchangeable for Parent Common Stock or Company Common Capital Stock), reorganization, recapitalization or other like change with respect to Buyer Parent Common Stock or Company Common Capital Stock occurring (or for which a record date is established) after the date hereof March 30, 2000 and prior to the Effective Time.

Adjustments to Exchange Ratio. The Without limiting any other provision of ----------------------------- this Agreement, 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 Buyer Parent Common Stock or Company Common Stock), reorganization, recapitalization or other like change with respect to Buyer Parent Common Stock or Company Common Stock occurring (or for which a record date is established) 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 reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Buyer Parent Common Stock or Company Common Stock), reorganization, recapitalization recapitalization, reclassification or other like change with respect to Buyer Parent Common Stock or Company Common Stock occurring (on or for which a record date is established) after the date hereof and prior to the Effective Time. In addition the Exchange Ratio shall be subject to adjustment as set forth in Section 1.7 below.

Adjustments to Exchange Ratio. The Exchange Ratio shall be equitably adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock combination, stock dividend (including any dividend or distribution of securities convertible into Buyer New Focus Common Stock or Company Common Stock), reorganization, reclassification, recapitalization or other like change with respect to Buyer New Focus Common Stock or Company Common Stock occurring (or for the effective date of which a record date is established) occurs 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, share or stock split, reverse splitsplit (including the Reverse Stock Split contemplated under this Agreement), share or stock dividend (including any dividend or distribution of securities convertible into Buyer Larscom Common Stock or Company VINA Common Stock), reorganization, recapitalization or other like change with respect to Buyer Larscom Common Stock or Company VINA Common Stock occurring (or for which a record date is established) 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 reclassification, stock split, reverse split, stock combination, stock dividend (including any dividend or distribution of securities convertible into Buyer Parent Common Stock or Company Common Stock), reorganization, reclassification, recapitalization or other like change with respect to Buyer Parent Common Stock or Company Common Stock occurring (or for Stock, the effective date of which a record date is established) 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 reclassification, stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Buyer IDT Common Stock or Company Common Stock), reorganization, recapitalization reclassification or other like change with respect to Buyer IDT Common Stock or Company Common Stock occurring (or for which having a record date is established) 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 reclassificationstock splits, reverse splits, stock split, reverse split, stock dividend dividends (including any dividend dividends or distribution distributions of securities convertible into Buyer Parent Common Stock Shares or Company Common Stock), reorganizationreorganizations, recapitalization recapitalizations or other like change changes with respect to Buyer Parent Common Stock Shares or Company Common Stock occurring (or for which a record date is established) 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 Buyer Parent Common Stock Shares or Company Common Stock), reorganization, recapitalization or other like change without receipt of consideration with respect to Buyer Parent Common Stock Shares or Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time. Any such change for which a record date is established shall be deemed for the purposes of this Section 1.6(d) to have occurred on the record date.

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 Buyer Acquiror Common Stock or Company Target Common Stock), reorganization, recapitalization or other like change with respect to Buyer Acquiror Common Stock or Company Target Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time. The Exchange Ratio shall also be adjusted to reflect the issuance of any shares of Target Common Stock occurring after the date hereof and prior to the Effective Time, other than issued pursuant to the exercise of Stock Options.

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

Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect fully in the effect event of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Buyer Common Stock or Company Parent Common Stock), reorganization, recapitalization or other like change with respect to Buyer Common Stock or Company Parent Common Stock occurring (or for which a record date is established) after the date hereof beginning of the calculation period referred to in Section 2.1(a)(ii) and prior to the Effective Time, so as to provide holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such stock split, reverse split, stock dividend, reorganization, recapitalization or other like change.