Common use of Adjustments to Prevent Dilution Clause in Contracts

Adjustments to Prevent Dilution. Notwithstanding anything to the contrary set forth in this Agreement if (a) at any time during the period between the date of this Agreement and the Offer Acceptance Time or (b) at any time thereafter, the issued and outstanding Shares or securities convertible or exchangeable into or exercisable for Shares shall have been changed into a different number of Shares or securities or a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, or a stock dividend with a record date within such period shall have been declared, then the Offer Price, the Per Share Merger Consideration and any other amounts payable pursuant to this Agreement shall be equitably adjusted (as applicable) to provide the holders of Shares the same economic effect as contemplated by this Agreement prior to such event; provided, however, that nothing in this Section 4.4 shall be construed to permit the Company or any other Person to take any action except to the extent consistent with, and not otherwise limited or prohibited by, the terms and conditions of this Agreement.

Adjustments to Prevent Dilution. Notwithstanding anything to the contrary set forth in this Agreement if (a) at any time during to the period between contrary, if, from the date hereof to the earlier of the Effective Time and termination of this Agreement and the Offer Acceptance Time or (b) at any time thereafterin accordance with Article IX, the issued and outstanding Company Shares or Parent Shares, as applicable, or securities convertible or exchangeable into thereinto or exercisable for Shares therefor shall have been changed into a different number of Shares shares or securities or a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, mergermerger (other than the Merger), issuer tender offer or exchange offer, or other similar transaction, or a stock dividend with a record date within such period shall have been declared, then the Offer PriceMerger Consideration, the Per Share Merger Consideration and any other amounts payable pursuant to this Agreement similarly dependent items, as the case may be, shall be equitably adjusted (as applicable) in order to provide the holders of Shares Company Shares, Company Equity Awards and the Company Warrant the same economic effect as contemplated by this Agreement prior to such event; provided, however, that nothing in this Section 4.4 shall be construed to permit the Company Company, Parent or any other Person to take any action except to the extent consistent with, and not otherwise limited prohibited or prohibited restricted by, the terms and conditions of this Agreement.

Adjustments to Prevent Dilution. Notwithstanding anything to the contrary set forth in this Agreement if (a) at any time during to the period between contrary, if, from the date hereof to the earlier of the Effective Time and termination of this Agreement and the Offer Acceptance Time or (b) at any time thereafterin accordance with Article IX, the issued and outstanding Shares or Parent Shares, as applicable, or securities convertible or exchangeable into thereinto or exercisable for Shares therefor shall have been changed into a different number of Shares shares or securities or a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, mergermerger (other than the Mergers), issuer tender offer or exchange offer, or other similar transaction, or a stock dividend with a record date within such period shall have been declared, then the Offer PriceStock Consideration, the Per Share Merger Consideration Cash Consideration, and any other amounts payable pursuant to this Agreement similarly dependent items, as the case may be, shall be equitably adjusted (as applicable) in order to provide the holders of Shares the same economic effect as contemplated by this Agreement prior to such event; provided, however, that nothing in this Section 4.4 4.5 shall be construed to permit the Company Company, Parent or any other Person to take any action except to the extent consistent with, and not otherwise limited prohibited or prohibited restricted by, the terms and conditions of this Agreement.

Adjustments to Prevent Dilution. Notwithstanding anything to the contrary set forth in this Agreement if (a) at any time during the period between Agreement, if, from the date of this Agreement to the earlier of the Effective Time and the Offer Acceptance Time or (b) at any time thereaftertermination of this Agreement pursuant to Article IX, the issued and outstanding Shares or securities convertible or exchangeable into or exercisable for Shares shall have been changed into a different number of Shares or securities or of a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, or a stock dividend with a record date within such period shall have been declared, then the Offer Price, the Per Share Merger Consideration and any other amounts payable pursuant to this Agreement shall be equitably appropriately adjusted (as applicable) to provide the holders of Shares the same economic effect as contemplated by this Agreement prior to such event, and such items so adjusted shall, from and after the date of such event, be the Per Share Merger Consideration; provided, however, that nothing in this Section 4.4 shall be construed to permit the Company or any other Person to take any action except to the extent consistent with, and not otherwise limited or prohibited by, the this terms and conditions of this Agreement.

Adjustments to Prevent Dilution. Notwithstanding anything to the contrary set forth in this Agreement if (a) at any time during to the period between contrary, if, from the date of this Agreement to the earlier of the Effective Time and the Offer Acceptance Time or (b) at any time thereaftertermination in accordance with Article VIII, the issued and outstanding Shares shares of Company Capital Stock or securities convertible or exchangeable into or exercisable for Shares shares of Company Capital Stock shall have been changed into a different number of Shares shares or securities or a different class by reason of any reclassification, stock split (including a reverse stock split), , Exhibit 2.1 stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, or a stock dividend with a record date within such period shall have been declared, then the Offer Price, the Per Share Merger Consideration and any other amounts payable pursuant to this Agreement shall be equitably adjusted (as applicable) to provide the holders of Shares shares of Company Capital Stock the same economic effect as contemplated by this Agreement prior to such event; provided, howeverand such items, that nothing so adjusted shall, from and after the date of such event, be the Merger Consideration. Nothing in this Section 4.4 3.8 shall be construed to permit the Company or any other Person Parties to take any action except to the extent consistent with, and not otherwise limited or prohibited by, the terms and conditions of this Agreement.

Adjustments to Prevent Dilution. Notwithstanding anything to the contrary set forth in this Agreement if (a) at any time during the period between Agreement, if, from the date of this Agreement to the earlier of the Effective Time and the Offer Acceptance Time or (b) at any time thereaftertermination of this Agreement pursuant to ARTICLE IX, the issued and outstanding Shares or securities convertible or exchangeable into or exercisable for Shares shall have been changed into a different number of Shares or securities or a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, offer or other similar transaction, or a stock dividend with a record date within such period shall have been declared, then the Offer Price, the Per Share Merger Consideration and any other amounts payable pursuant to this Agreement shall be equitably adjusted (as applicable) to provide the holders of Shares the same economic effect as contemplated by this Agreement prior to such event, and such items, so adjusted shall, from and after the date of such event, be the Per Share Merger Consideration; provided, however, that nothing in this Section 4.4 shall be construed to permit the Company or any other Person to take any action except to the extent consistent with, and not otherwise limited or prohibited by, the this terms and conditions of this Agreement.

Adjustments to Prevent Dilution. Notwithstanding anything to the contrary set forth in this Agreement if (a) at any time during the period between Agreement, if, from the date of this Agreement until the earlier of the Effective Time and the Offer Acceptance Time or (b) at any time thereaftertermination of this Agreement in accordance with Article 9, the issued and outstanding Shares or securities convertible or exchangeable into or exercisable for Shares shall have been changed into a different number of Shares or securities or a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, offer or other similar transaction, or a stock dividend with a record date within such period shall have been declared, then the Offer Price, the Per Share Merger Consideration and any other amounts payable pursuant to this Agreement shall be equitably adjusted (as applicable) to provide the holders of Shares as well as Parent and Merger Sub the same economic effect as contemplated by this Agreement prior to such event, and such items, so adjusted shall, from and after the date of such event, be the Per Share Merger Consideration; provided, however, that nothing in this Section 4.4 shall be construed to permit the Company or any other Person to take any action except to the extent consistent with, and not otherwise limited or prohibited by, the terms and conditions of this Agreement.

Adjustments to Prevent Dilution. Notwithstanding anything to the contrary set forth in this Agreement if (a) at any time during the period between Agreement, if, from the date of this Agreement to the earlier of the Effective Time and the Offer Acceptance Time or (b) at any time thereaftertermination of this Agreement pursuant to Article X, the issued and outstanding Shares or securities convertible or exchangeable into or exercisable for Shares shall have been changed into a different number of Shares or securities or a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, or a stock dividend with a record date within such period shall have been declared, then the Offer Price, Price and the Per Share Merger Consideration and any other amounts payable pursuant to this Agreement shall be equitably adjusted (as applicable) shall be appropriately adjusted to provide the holders of Shares the same economic effect as contemplated by this Agreement prior to such event, and such items so adjusted shall, from and after the date of such event, be the Merger Consideration; provided, however, that nothing in this Section 4.4 5.4 shall be construed to permit the Company or any other Person to take any action except to the extent consistent with, and not otherwise limited or prohibited by, the this terms and conditions of this Agreement.

Adjustments to Prevent Dilution. Notwithstanding anything to the contrary set forth in this Agreement if (a) at any time during Agreement, if, from the period between the date execution and delivery of this Agreement to the earlier of the Effective Time and the Offer Acceptance Time or (b) at any time thereaftertermination of this Agreement pursuant to Article ‎IX, the issued and outstanding Shares or securities convertible or exchangeable into or exercisable for Shares shall have been changed into a different number of Shares or securities or a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, or a stock dividend with a record date within such period shall have been declared, then the Offer Price, the Per Share Merger Consideration and any other amounts payable pursuant to this Agreement shall be equitably adjusted (as applicable) to provide the holders of Shares the same economic effect as contemplated by this Agreement prior to such event; provided, however, that nothing in this Section 4.4 ‎4.4 shall be construed to permit the Company or any other Person to take any action except to the extent consistent with, and not otherwise limited or prohibited by, the terms and conditions of this Agreement.

Adjustments to Prevent Dilution. Notwithstanding anything to the contrary set forth in this Agreement, if, from the execution and delivery of this Agreement if (a) at any time during to the period between earlier of the date Effective Time and the termination of this Agreement and abandonment of the Offer Acceptance Time or (b) at any time thereafterTransactions pursuant to Article X, the issued and outstanding Shares or securities convertible or exchangeable into or exercisable for Shares shall have been changed into a different number of Shares or securities or a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, or a stock dividend with a record date within such period shall have been declared, then the Offer Price, the Per Share Merger Consideration and any other amounts payable pursuant to this Agreement shall be equitably adjusted (as applicable) to provide the holders of Shares the same economic effect as contemplated by this Agreement prior to such event; provided, however, that nothing in this Section 4.4 3.5 shall be construed to permit the Company or any other Person to take any action except to the extent consistent with, and not otherwise limited or prohibited by, the terms and conditions of this Agreement.

Adjustments to Prevent Dilution. Notwithstanding anything to the contrary set forth in this Agreement, if, from the execution and delivery of this Agreement if (a) at any time during to the period between earlier of the date Effective Time and the termination of this Agreement and abandonment of the Offer Acceptance Time or (b) at any time thereaftertransactions contemplated by this Agreement pursuant to Article IX, the issued and outstanding Shares or securities convertible or exchangeable into or exercisable for Shares shall have been changed into a different number of Shares or securities or a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, or a stock dividend with a record date within such period shall have been declared, then the Offer Price, the Per Share Merger Consideration and any other amounts payable pursuant to this Agreement shall be equitably adjusted (as applicable) to provide the holders of Shares the same economic effect as contemplated by this Agreement prior to such event; provided, however, that nothing in this Section 4.4 4.6 shall be construed to permit the Company or any other Person to take any action except to the extent consistent with, and not otherwise limited or prohibited by, the terms and conditions of this Agreement.

Adjustments to Prevent Dilution. Notwithstanding anything to the contrary set forth in this Agreement if (a) at any time during to the period between contrary, if, from the date of this Agreement to the earlier of the Effective Time and the Offer Acceptance Time or (b) at any time thereaftertermination in accordance with Article IX, the issued and outstanding Shares shares of Versum Common Stock or securities convertible or exchangeable into or exercisable for Shares shares of Versum Common Stock shall have been changed into a different number of Shares shares or securities or a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, or a stock dividend with a record date within such period shall have been declared, then the Offer Price, the Per Share Merger Consideration and any other amounts payable pursuant to this Agreement shall be equitably adjusted (as applicable) to provide the holders of Shares shares of Versum Common Stock the same economic effect as contemplated by this Agreement prior to such event; provided, howeverand such items, that nothing so adjusted shall, from and after the date of such event, be the Merger Consideration. Nothing in this Section 4.4 3.8 shall be construed to permit the Company or any other Person Parties to take any action except to the extent consistent with, and not otherwise limited or prohibited by, the terms and conditions of this Agreement.

Adjustments to Prevent Dilution. Notwithstanding anything to the contrary set forth in this Agreement, if, from the execution and delivery of this Agreement if (a) at any time during to the period between earlier of the date Effective Time and the termination of this Agreement and abandonment of the Offer Acceptance Time or (b) at any time thereafterTransactions pursuant to Article IX, the issued and outstanding Shares or securities convertible or exchangeable into or exercisable for Shares shall have been changed into a different number of Shares or securities or a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, or a stock dividend with a record date within such period shall have been declared, then the Offer Price, the Per Share Merger Consideration and any other amounts payable pursuant to this Agreement shall be equitably adjusted (as applicable) to provide the holders of Shares the same economic effect as contemplated by this Agreement prior to such event; provided, however, that nothing in this Section 4.4 3.4 shall be construed to permit the Company or any other Person to take any action except to the extent consistent with, and not otherwise limited or prohibited by, the terms and conditions of this Agreement.