Common use of ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC Clause in Contracts

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in the Parent Common Stock by reason of a stock dividend, split-up, combination, recapitalization, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option, and the Exercise Price therefor, shall be adjusted appropriately, and proper provision shall be made in the agreement governing such transaction, so that the Grantee shall receive upon exercise of the Option the same class and number of outstanding shares or other securities or property that Grantee would have received in respect of the Parent Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. (b) If any additional shares of Parent Common Stock are issued after the date of this Agreement (other than pursuant to an event described Section 3(a) above), the number of shares of Parent Common Stock then remaining subject to the Option shall be adjusted so that, after such issuance of additional shares, such number of shares then remaining subject to the Option, together with shares theretofore issued pursuant to the Option, equals 15% of the number of shares of Parent Common Stock then issued and outstanding; provided, however, that the number of shares of Parent Common Stock subject to the Option shall only be increased to the extent the Parent then has available authorized but unissued and unreserved shares of Parent Common Stock, (c) To the extent any of the provisions of this Agreement apply to the Exercise Price, they shall be deemed to refer to the Exercise Price as adjusted pursuant to this Section 3.

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. If the (a) In the event of any change in the Parent Issuer Common Stock is changed by reason of a stock dividend, stock split, split-up, recapitalization, combination, recapitalization, exchange of shares or similar other transaction, the type and number of shares or securities subject to the Option, and the Exercise Purchase Price therefor, shall be adjusted appropriately, and proper provision shall be made in the agreement agreements governing such transaction, transaction so that the Grantee shall receive receive, upon exercise of the Option Option, the same number and class and number of outstanding shares or other securities or property that Grantee would have received in respect of the Parent Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. (b) . If any additional shares of Parent Issuer Common Stock are issued after the date of this the Agreement (other than pursuant to an event described in the first sentence of this Section 3(a) above6(a)), the number of shares of Parent Issuer Common Stock then remaining subject to the Option shall be adjusted so that, after such issuance of additional sharesissuance, such number of shares then remaining subject to the Optionit, together with any shares theretofore of Issuer Common Stock previously issued pursuant to the Optionhereto, equals 15one share less than 20% of the number of shares of Parent Issuer Common Stock then issued and outstanding; provided, however, that the number of without giving effect to any shares of Parent Common Stock subject to the Option shall only be increased or issued pursuant to the extent Option. No adjustment shall be made under this Section 6 if the Parent then has available authorized but unissued and unreserved shares of Parent Common Stock, Grantee takes any action (c) To the extent any other than exercise of the provisions of this Agreement apply Option) which causes it to become an Acquiring Person (as defined in the Exercise Price, they shall be deemed to refer to the Exercise Price as adjusted pursuant to Rights Agreement). Nothing in this Section 36 shall constrain the exercise of the rights provided in Sections 7 and 8.

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in the Parent Company Common Stock by reason of a stock dividend, split-up, combination, recapitalization, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option, and the Exercise Price therefor, shall be adjusted appropriately, and proper provision shall be made in the agreement agreements governing such transaction, so that the Grantee shall receive upon exercise of the Option the same class and number of outstanding shares or other securities or property that Grantee would have received in respect of the Parent Company Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. (b) If any additional shares of Parent Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described Section 3(a) above), the number of shares of Parent Company Common Stock then remaining subject to the Option shall be adjusted so that, after such issuance of additional shares, such number of shares then remaining subject to the Option, together with shares theretofore issued pursuant to the Option, equals 1519.9% of the number of shares of Parent Company Common Stock then issued and outstanding; provided, however, that the number of shares of Parent Common Stock subject to the Option shall only be increased to the extent the Parent then has available authorized but unissued and unreserved shares of Parent Common Stock,. (c) To the extent any of the provisions of this Agreement apply to the Exercise Price, they shall be deemed to refer to the Exercise Price as adjusted pursuant to this Section 3.

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in the Parent Company Common Stock by reason of a stock dividend, split-up, combination, recapitalization, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option, and the Exercise Price therefor, shall be adjusted appropriately, and proper provision shall be made in the agreement agreements governing such transaction, so that the Grantee shall receive upon exercise of the Option the same class and number of outstanding shares or other securities or property that Grantee would have received in respect of the Parent Company Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. (b) If any additional shares of Parent Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described Section 3(a) above), the number of shares of Parent Company Common Stock then remaining subject to the Option shall be adjusted so that, after such issuance of additional shares, such number of shares then remaining subject to the Option, together with shares theretofore issued pursuant to the Option, equals 15% of the number of shares of Parent Company Common Stock then issued and outstanding; providedPROVIDED, howeverHOWEVER, that the number of shares of Parent Company Common Stock subject to the Option shall only be increased to the extent the Parent Company then has available authorized but unissued and unreserved shares of Parent Company Common Stock,. (c) To the extent any of the provisions of this Agreement apply to the Exercise Price, they shall be deemed to refer to the Exercise Price as adjusted pursuant to this Section 3.

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in the Parent Common Stock Company Ordinary Shares by reason of a stock dividend, split-up, combination, recapitalization, amalgamation, conversion, liquidation, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option, and the Exercise STOCK OPTION AGREEMENT -3- 4 Price therefor, shall be adjusted appropriately, and proper provision shall be made in the agreement governing such transaction, appropriately so that the Grantee shall receive upon exercise of the Option the same class and number of outstanding shares or other securities or property that Grantee would have received in respect of the Parent Common Stock Company Ordinary Shares if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. . In the event that the Shareholder shall or become entitled to receive any securities or property from the Company or any of its subsidiaries by reason of being a record holder of the Option Shares (b) other than pursuant to an event described in the first sentence of Section 6), then upon exercise of this Option, Grantee shall be entitled to receive from the Shareholder, in addition to the Option Shares subject to such exercise, any such securities or property with respect to such Option Shares. If any additional shares of Parent Common Stock Company Ordinary Shares are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 3(a) above6), the number of shares of Parent Common Stock Company Ordinary Shares then remaining subject to the Option shall be adjusted so that, after such issuance of additional shares, such number of shares then remaining subject to the Option, together with shares theretofore issued pursuant to the Option, equals 1510% of the number of shares of Parent Common Stock Company Ordinary Shares then issued and outstanding; provided, however, that the number of shares of Parent Common Stock subject to the Option shall only be increased to the extent the Parent then has available authorized but unissued and unreserved shares of Parent Common Stock, (c) To the extent any of the provisions of this Agreement apply to the Exercise Price, they shall be deemed to refer to the Exercise Price as adjusted pursuant to this Section 3.

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in the Parent Common Stock Shares by reason of a stock dividend, split-up, combination, recapitalization, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option, and the Exercise Price therefor, shall be adjusted appropriately, and proper provision shall be made in the agreement agreements governing such transaction, so that the Grantee shall receive upon exercise of the Option the same class and number of outstanding shares or other securities or property that Grantee would have received in respect of the Parent Common Stock Shares if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. (b) If any additional shares of Parent Common Stock Shares are issued after the date of this Agreement (other than pursuant to an event described in Section 3(a) above), the number of shares of Parent Common Stock Shares then remaining subject to the Option shall be adjusted so that, after such issuance of additional sharesShares, such number of shares Shares then remaining subject to the Option, together with shares theretofore thereto- fore issued pursuant to the Option, equals 1512% of the number of shares of Parent Common Stock Shares then issued and outstanding; provided, however, that the number of shares of Parent Common Stock subject to the Option shall only be increased to the extent the Parent then has available authorized but unissued and unreserved shares of Parent Common Stock,. (c) To the extent any of the provisions of this Agreement apply to the Exercise Price, they shall be deemed to refer to the Exercise Price as adjusted pursuant to this Section 3.

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in the Parent Company Common Stock by reason of a stock dividend, split-up, combination, recapitalization, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option, and the Exercise Price therefor, shall be adjusted appropriately, and proper provision shall be made in the agreement agreements governing such transaction, so that the Grantee shall receive upon exercise of the Option the same class and number of outstanding shares or other securities or property that Grantee would have received in respect of the Parent Company Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. (b) If any additional shares of Parent Company Common Stock are issued after the date of this Agreement (other than pursuant to an event described Section 3(a) above), the number of shares of Parent Company Common Stock then remaining subject to the Option shall be adjusted so that, after such issuance of additional shares, such number of shares then remaining subject to the Option, together with shares theretofore issued pursuant to the Option, equals 15% of the number of shares of Parent Company Common Stock then issued and outstanding; provided, however, that the number of shares of Parent Company Common Stock subject to the Option shall only be increased to the extent the Parent Company then has available authorized but unissued and unreserved shares of Parent Company Common Stock,. (c) To the extent any of the provisions of this Agreement apply to the Exercise Price, they shall be deemed to refer to the Exercise Price as adjusted pursuant to this Section 3.