Common use of Adjustments Upon Changes in Capital Structure Clause in Contracts

Adjustments Upon Changes in Capital Structure. In the event of any change in the shares of Common Stock by reason of a stock dividend, stock split, stock consolidation, recapitalization, reorganization, merger, split up or the like, a pro rata automatic adjustment in the number of Option Shares and the exercise price of the Option Shares shall be made. The Board shall use its discretion and judgment as may otherwise be necessary to determine the appropriate adjustments to be made to preserve the benefit to Grantee of the Option, with its decision to be final and binding. Notwithstanding the above, in the event of any of the following: (a) The Company is merged or consolidated with another entity; (b) All or substantially all of the assets of the Company are acquired by another person; (c) The reorganization or liquidation of the Company; or (d) The Company entering into a written agreement to undergo an event described in clauses (a), (b) or (c) above; then the Board may, in its sole discretion, cancel the Option and this Stock Option Agreement and cause Grantee to be paid, in cash or shares (including any shares of a successor or acquirer), or any combination thereof, the value of the Option as determined by the Board, with such value based upon the excess of the value of a share of Common Stock over the exercise price per share.