Common use of Adjustments in Authorized Shares Clause in Contracts

Adjustments in Authorized Shares. In the event of any corporate event or transaction (including, but not limited to, a change in the Shares of the Company or the capitalization of the Company) such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination of Shares, exchange of Shares, dividend in kind, or other like change in capital structure, number of outstanding Shares or distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction, the Board, in its sole discretion, in order to prevent dilution or enlargement of Participants’ rights under this Plan, shall substitute or adjust, as applicable, the number and kind of Shares that may be issued under this Plan or under particular forms of Awards, the number and kind of Shares subject to outstanding Awards, the Option Price or Xxxxx Xxxxx applicable to outstanding Awards, the Annual Award Limits, and other value determinations applicable to outstanding Awards. The Board, in its sole discretion, may also make appropriate adjustments in the terms of any Awards under this Plan to reflect or related to such changes or distributions and to modify any other terms of outstanding Awards. The determination of the Board as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this Plan. Subject to the provisions of Article 16 and notwithstanding anything else herein to the contrary, without affecting the number of Shares reserved or available hereunder, the Board may authorize the issuance or assumption of benefits under this Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions as it may deem appropriate (including, but not limited to, a conversion of equity awards into Awards under this Plan in a manner consistent with paragraph 53 of FASB Interpretation No. 44), subject to compliance with the rules under Code Sections 422 and 424, as and where applicable.

Adjustments in Authorized Shares. In the event of any corporate event or transaction (including, but not limited to, including a change in the Shares of the Company or the capitalization of the Company) ), such as a reclassification, recapitalization, merger, consolidation, reorganizationreorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code), recapitalizationissuance of warrants or rights, separation, partial dividend or complete liquidationother distribution (whether in the form of cash, stock dividendor other property), stock split, split or reverse stock split, split up, spin-off, or other distribution of stock or property of the Companysplit-up, combination of Shares, or exchange of Sharesshares, dividend in kindrepurchase of shares, or other like change in capital corporate structure, number partial or complete liquidation of outstanding Shares the Company or distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction, the BoardCommittee, in its sole discretion, in order to prevent dilution or enlargement of Participants’ rights under this the Plan, shall substitute or adjust, as applicable, the number number, class and kind of Shares that securities which may be issued delivered under this Plan Section 4.1; the number, class and kind, and/or price (such as the Option Price of Options or under particular forms the Xxxxx Xxxxx of Awards, the number and kind SARs) of Shares securities subject to outstanding Awards, ; the Option Price or Xxxxx Xxxxx applicable to outstanding Awards, the Annual Award Limits, limits set forth in Section 4.2; and other value determinations applicable to outstanding Awards; provided, however, that the number of Shares subject to any Award shall always be a whole number. The BoardCommittee, in its sole discretion, may also make appropriate adjustments and modifications in the terms of any outstanding Awards under this Plan to reflect or related to any such events, adjustments, substitutions or changes, including modifications of performance goals and changes in the length of Performance Periods, subject to the requirements of Article XII in the case of Awards intended to qualify as Performance-Based Compensation. Any adjustment, substitution or distributions change pursuant to this Section 4.3 made with respect to an Award intended to be an Incentive Stock Option shall be made only to the extent consistent with such intent, unless the Committee determines otherwise, and any such adjustment that is made with respect to modify any other terms an Award that provides for Performance-Based Compensation shall be made consistent with the intent that such Award qualify for the performance-based compensation exception under Section 162(m) of outstanding Awardsthe Code. The determination Committee shall not make any adjustment pursuant to this Section 4.3 that would cause an Award that is otherwise exempt from Code Section 409A to become subject to Code Section 409A, or that would cause an Award that is subject to Code Section 409A to fail to satisfy the requirements of Code Section 409A. All determinations of the Board Committee as to the foregoing adjustmentsadjustments or changes, if any, under this Section 4.3 shall be conclusive and binding on Participants under this Plan. Subject to the provisions of Article 16 and notwithstanding anything else herein to the contrary, without affecting the number of Shares reserved or available hereunder, the Board may authorize the issuance or assumption of benefits under this Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions as it may deem appropriate (including, but not limited to, a conversion of equity awards into Awards under this Plan in a manner consistent with paragraph 53 of FASB Interpretation No. 44), subject to compliance with the rules under Code Sections 422 and 424, as and where applicableParticipants.

Adjustments in Authorized Shares. In the event of any corporate event or transaction (including, but not limited to, a change in the Shares of the Company or the capitalization of the Company) corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, including a spin-off, or other distribution of stock or property of the Company, combination any reorganization (whether or not such reorganization comes within the definition of Shares, exchange of Shares, dividend such term in kind, Code Section 368) or other like change in capital structure, number of outstanding Shares any partial or distribution (other than normal cash dividends) to shareholders complete liquidation of the Company, or any similar corporate event or transaction, (a) such adjustment may be made in the Boardnumber and class of Shares which may be delivered under Section 4.1 and the Award limits set forth in Section 4.1 as may be determined to be appropriate and equitable by the Committee, in its sole discretion, in order to prevent dilution or enlargement of Participants’ rights; and (b) the Committee or the Board of Directors, Compensation Policy Committee or similar body of any other legal entity assuming the obligations of the Company hereunder, may either (i) make appropriate provision for the protection of outstanding Awards by the substitution on an equitable basis of appropriate equity interest or awards similar to the Awards, provided that the substitution neither enlarges nor diminishes the value and rights under this Planthe Awards; or (ii) upon written notice to the Participants, shall substitute provide that Awards will be exercised, distributed, purchased, canceled or adjustexchanged for value or provide that, as applicablefor a specified period of time prior to such event, the number and kind restrictions imposed under an Award Agreement upon some or all of the Shares that covered by a stock Award may be issued under this Plan or under particular forms terminated or, in the case of AwardsRestricted Stock, the number and kind of Shares cease to be subject to outstanding Awards, the Option Price repurchase or Xxxxx Xxxxx applicable forfeiture pursuant to outstanding Awards, the Annual Award Limits, and other value determinations applicable to outstanding Awards. The Board, in its sole discretion, may also make appropriate adjustments in the terms of any Awards under this Plan to reflect or related to such changes or distributions and to modify any other terms of outstanding Awards. The determination of the Board as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this Plan. Subject to the provisions of Article 16 and notwithstanding anything else herein to the contrary, without affecting the number of Shares reserved or available hereunder, the Board may authorize the issuance or assumption of benefits under this Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions (including the waiver of any existing terms or conditions) as it may deem appropriate (including, but not limited to, a conversion shall be specified in the notice. Any adjustments of equity awards into Awards an ISO under this Plan paragraph shall be made in such a manner consistent with paragraph 53 so as not to constitute a modification within the meaning of FASB Interpretation NoSection 424(h)(3) of the Code. 44With respect to Awards which are granted to Covered Employees and are intended to qualify as performance based compensation under Section 162(m)(4)(c), subject no adjustment or action described in this Section 4.3 or in any other provision of the Plan shall be authorized to compliance the extent that such adjustment or action would cause such Award to fail to qualify under Section 162(m)(4)(C), or any successor provisions thereto. No adjustment or action described in this Section 4.3 or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would result in short-swing profits liability under Section 16 or violate the exemptive conditions of Rule 16b-3 unless the Administrator determines the Award is not to comply with the rules under Code Sections 422 and 424, as and where applicablesuch exemptive conditions.

Adjustments in Authorized Shares. In the event of If there shall be any corporate event or transaction (including, but not limited to, a change in the Shares of the Company or the capitalization of the Company) such as a Company through merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination of Sharesshares, exchange of Sharesshares, dividend in kind, kind or other like change in capital structure, number of outstanding Shares structure or distribution (other than normal cash dividends) to shareholders stockholders of the Company, or any similar corporate event or transaction, the BoardCommittee, in its sole discretion, in order to prevent dilution or enlargement of Participants’ ' rights under this the Plan, shall substitute or adjust, in an equitable manner, as applicable, the number and kind of Shares that may be issued under this Plan or under particular forms of Awardsthe Plan, the number and kind of Shares subject to outstanding Awards, the Option Price or Xxxxx Xxxxx exercise price applicable to outstanding Awards, the Annual Award Limits, Fair Market Value of the Shares and other value determinations applicable to outstanding Awards; provided, however, that any such arithmetic adjustment to a Performance-Based Awards shall not cause the amount of compensation payable thereunder to be increased from what otherwise would have been due upon attainment of the unadjusted award. The Board, in its sole discretion, Appropriate adjustments may also make appropriate adjustments be made by the Committee in the terms of any Awards under this the Plan to reflect or related to such changes or distributions and to modify any other terms of outstanding Awards on an equitable basis, including modifications of performance targets and changes in the length of performance periods; provided, however, that any such arithmetic adjustment to a Performance-Based Award shall not cause the amount of compensation payable there under to be increased from what otherwise would have been due upon attainment of the unadjusted award. In addition, other than with respect to Options, Stock Appreciation Rights, and other awards intended to constitute Performance-Based Awards, the Committee is authorized to make adjustments to the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events affecting the Company or the financial statements of the Company, or in response to changes in applicable laws, regulations, or accounting principles. Notwithstanding the foregoing, (i) each such adjustment with respect to an Incentive Stock Option shall comply with the rules of Section 424(a) of the Code, and (ii) in no event shall any adjustment be made which would refer any Incentive Stock Option granted hereunder other than an incentive stock option for purposes of section 422 of the Code. The determination of the Board Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this the Plan. Subject to the provisions of Article 16 and notwithstanding anything else herein to the contrary, without affecting the number of Shares reserved or available hereunder, the Board may authorize the issuance or assumption of benefits under this Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions as it may deem appropriate (including, but not limited to, a conversion of equity awards into Awards under this Plan in a manner consistent with paragraph 53 of FASB Interpretation No. 44), subject to compliance with the rules under Code Sections 422 and 424, as and where applicable.

Adjustments in Authorized Shares. In the event of any corporate event or transaction (including, but not limited to, including a change in the Shares of the Company or the capitalization of the Company) ), such as a reclassification, recapitalization, merger, consolidation, reorganizationreorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code), recapitalizationissuance of warrants or rights, separation, partial dividend or complete liquidationother distribution (whether in the form of cash, stock dividendor other property), stock split, split or reverse stock split, split up, spin-off, or other distribution of stock or property of the Companysplit-up, combination of Shares, or exchange of Shares, dividend in kindrepurchase of Shares, or other like change in capital corporate structure, number partial or complete liquidation of outstanding Shares the Company or distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction, the Board, in its sole discretionCommittee, in order to prevent dilution or enlargement of Participants’ rights under this the Plan, shall substitute or adjust, as applicable, the number number, class and kind of Shares that securities which may be issued delivered under this Plan Section 4.1; the number, class and kind, and/or price (such as the Option Price of Options or under particular forms the Xxxxx Xxxxx of Awards, the number and kind SARs) of Shares securities subject to outstanding Awards, ; the Option Price or Xxxxx Xxxxx applicable to outstanding Awards, the Annual Award Limits, limits set forth in Section 4.2; and other value determinations applicable to outstanding Awards; provided, however that the number of Shares subject to any Award shall always be a whole number. The Board, in its sole discretion, may Committee shall also make appropriate adjustments and modifications in the terms of any outstanding Awards under this Plan to reflect or related to any such events, adjustments, substitutions or changes, including modifications of performance goals and changes in the length of Performance Periods, subject to the requirements of Article XI in the case of Awards intended to qualify as Performance-Based Compensation. Any adjustment, substitution or distributions change pursuant to this Section 4.3 made with respect to an Award intended to be an Incentive Stock Option shall be made only to the extent consistent with such intent, unless the Committee determines otherwise, and any such adjustment that is made with respect to modify any other terms an Award that provides for Performance-Based Compensation shall be made consistent with the intent that such Award qualify for the performance-based compensation exception under Section 162(m) of outstanding Awardsthe Code. The determination Committee shall not make any adjustment pursuant to this Section 4.3 that would cause an Award that is otherwise exempt from Code Section 409A to become subject to Code Section 409A, or that would cause an Award that is subject to Code Section 409A to fail to satisfy the requirements of Code Section 409A. All determinations of the Board Committee as to the foregoing adjustments, if any, adjustments or changes under this Section 4.3 shall be conclusive and binding on Participants under this Plan. Subject to the provisions of Article 16 and notwithstanding anything else herein to the contrary, without affecting the number of Shares reserved or available hereunder, the Board may authorize the issuance or assumption of benefits under this Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions as it may deem appropriate (including, but not limited to, a conversion of equity awards into Awards under this Plan in a manner consistent with paragraph 53 of FASB Interpretation No. 44), subject to compliance with the rules under Code Sections 422 and 424, as and where applicableParticipants.

Adjustments in Authorized Shares. In the event of any corporate event or transaction (including, but not limited to, including a change in the Shares of the Company or the capitalization of the Company) ), such as a reclassification, recapitalization, merger, consolidation, reorganizationreorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code), recapitalizationissuance of warrants or rights, separation, partial dividend or complete liquidationother distribution (whether in the form of cash, stock dividendor other property), stock split, split or reverse stock split, split up, spin-off, or other distribution of stock or property of the Companysplit-up, combination of Shares, or exchange of Sharesshares, dividend in kindrepurchase of shares, or other like change in capital corporate structure, number partial or complete liquidation of outstanding Shares the Company or distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction, the BoardCommittee, in its sole discretion, in order to prevent dilution or enlargement of Participants’ rights under this the Plan, shall substitute or adjust, as applicable, the number number, class and kind of Shares that securities which may be issued delivered under this Plan Section 4.1; the number, class and kind, and/or price (such as the Option Price of Options or under particular forms the Xxxxx Xxxxx of Awards, the number and kind SARs) of Shares securities subject to outstanding Awards, ; the Option Price or Xxxxx Xxxxx applicable to outstanding Awards, the Annual Award Limits, limits set forth in Section 4.2; and other value determinations applicable to outstanding Awards; provided, however, that the number of Shares subject to any Award shall always be a whole number. The Board, in its sole discretion, may Committee shall also make appropriate adjustments and modifications in the terms of any outstanding Awards under this Plan to reflect or related to any such events, adjustments, substitutions or changes, including modifications of performance goals and changes in the length of Performance Periods, subject to the requirements of Article XI in the case of Awards intended to qualify as Performance-Based Compensation. Any adjustment, substitution or distributions change pursuant to this Section 4.3 made with respect to an Award intended to be an Incentive Stock Option shall be made only to the extent consistent with such intent, unless the Committee determines otherwise, and any such adjustment that is made with respect to modify any other terms an Award that provides for Performance-Based Compensation shall be made consistent with the intent that such Award qualify for the performance-based compensation exception under Section 162(m) of outstanding Awardsthe Code. The determination Committee shall not make any adjustment pursuant to this Section 4.3 that would cause an Award that is otherwise exempt from Code Section 409A to become subject to Code Section 409A, or that would cause an Award that is subject to Code Section 409A to fail to satisfy the requirements of Code Section 409A. All determinations of the Board Committee as to the foregoing adjustmentsadjustments or changes, if any, under this Section 4.3 shall be conclusive and binding on Participants under this Plan. Subject to the provisions of Article 16 and notwithstanding anything else herein to the contrary, without affecting the number of Shares reserved or available hereunder, the Board may authorize the issuance or assumption of benefits under this Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions as it may deem appropriate (including, but not limited to, a conversion of equity awards into Awards under this Plan in a manner consistent with paragraph 53 of FASB Interpretation No. 44), subject to compliance with the rules under Code Sections 422 and 424, as and where applicableParticipants.