Common use of Adjustments upon Changes in Capitalization, Merger or Asset Sale Clause in Contracts

Adjustments upon Changes in Capitalization, Merger or Asset Sale. (a) In the event that the Company determines that other than an Equity Restructuring any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), reclassification, reorganization, merger, consolidation, spin off, combination, repurchase, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event, in the Company’s sole discretion, affects the Common Stock such that an adjustment is determined by the Company to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under this Agreement or with respect to the SARs, then the Company shall, in such manner as it may deem equitable, adjust the number and kind of shares of Common Stock (or other securities or property) subject to this Agreement and the SARs. (b) In the event of any transaction or event described in paragraph 16(a), the Company, in its sole discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Agreement or by action taken prior to the occurrence of such transaction or event and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the following actions whenever the Company determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under this Agreement or to facilitate such transaction or event: (i) To provide for either the purchase of the SARs for an amount of cash equal to the amount that could have been obtained upon the exercise of the SARs or realization of the Participant’s rights had the SARs been currently exercisable or payable or fully vested or the replacement of the SARs with other rights or property selected by the Company in its sole discretion; (ii) To provide that the SARs shall be exercisable as to all Shares covered thereby, notwithstanding anything to the contrary in this Agreement; (iii) To provide that the SARs be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; (iv) To make adjustments in the number and type of shares of Common Stock (or other securities or property) subject to outstanding SARs, and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding SARs; or (v) To provide that immediately upon the consummation of such event, the SARs shall not be exercisable and shall terminate; provided, that for a specified period of time prior to such event, the SARs shall be exercisable as to all Shares covered thereby, and the restrictions imposed under this Agreement upon some or all Shares may be terminated, notwithstanding anything to the contrary in this Agreement. (c) In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in paragraphs 16(a) and 16(b), the number and type of securities subject to the outstanding SARs and the exercise price thereof will be proportionately adjusted. The adjustments provided under this paragraph 16(c) shall be nondiscretionary and shall be final and binding on the Participant and the Company. (d) If the Company undergoes an Acquisition, then any surviving corporation or entity or acquiring corporation or entity, or affiliate of such corporation or entity, may assume the SARs or may substitute similar stock awards (including an award to acquire the same consideration paid to the stockholders in the transaction described in this paragraph 16(d)) for those outstanding under this Agreement. In the event any surviving corporation or entity or acquiring corporation or entity in an Acquisition, or affiliate of such corporation or entity, does not assume the SARs or does not substitute similar stock awards for the SARs, then if the Participant’s status as a Service Provider has not terminated prior to such event, the vesting of the SARs (and the time during which the SARs may be exercised) shall be accelerated and made fully exercisable at least ten (10) days prior to the closing of the Acquisition (and the SARs shall terminate if not exercised prior to the closing of such Acquisition). (f) The existence of this Agreement shall not affect or restrict in any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustments upon Changes in Capitalization, Merger or Asset Sale. (a) In the event that the Company Board determines that other than an Equity Restructuring any dividend or other distribution (whether in the form of cash, Common Stockstock, other securities, or other property), recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, spin split-up, spin-off, combination, repurchase, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event, in the Company’s Board's sole discretion, affects the Common Stock such that an adjustment is determined by the Company Board to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under this the Agreement or with respect to the SARsOption, then the Company Board shall, in such manner as it may deem equitable, adjust any or all of (i) the number and kind of shares of Common Stock (or other securities or property) subject to this Agreement and the SARsOption; and (ii) the grant or exercise price with respect to the Option. (b) In the event of any transaction or event described in paragraph 16(aSection 10(a), the CompanyBoard, in its sole and absolute discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Agreement Option or by action taken prior to the occurrence of such transaction or event and either automatically or upon the Participant’s Optionee's request, is hereby authorized to take any one or more of the following actions whenever the Company Board determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under this Agreement with respect to any Option granted hereunder or to facilitate such transaction or event: (i) To provide for either the purchase of the SARs any Option for an amount of cash equal to the amount that could have been obtained attained upon the exercise of the SARs such Option or realization of the Participant’s Optionee's rights had the SARs such Option been currently exercisable or payable or fully vested or the replacement of the SARs such Option with other rights or property selected by the Company Board in its sole discretion; (ii) To provide that the SARs such Option shall be exercisable as to all Shares shares covered thereby, notwithstanding anything to the contrary in this Agreementthe provisions of such Option; (iii) To provide that the SARs such Option be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; (iv) To make adjustments in the number and type of shares of Common Stock (or other securities or property) subject to outstanding SARsthe Option, and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding SARsthe Option; orand (v) To provide that immediately upon the consummation of such event, the SARs such Option shall not be exercisable and shall terminate; provided, that for a specified period of time prior to such event, the SARs such Option shall be exercisable as to all Shares covered thereby, and the restrictions imposed under this Agreement upon some or all Shares may be terminated, notwithstanding anything to the contrary in this Agreement. (c) In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in paragraphs 16(a) and 16(b), the number and type of securities subject to the outstanding SARs and the exercise price thereof will be proportionately adjusted. The adjustments provided under this paragraph 16(c) shall be nondiscretionary and shall be final and binding on the Participant and the Company. (d) If the Company undergoes an Acquisitiona Change of Control, then any surviving corporation or entity or acquiring corporation or entity, or affiliate of such corporation or entity, may assume the SARs Option or may substitute similar stock awards (including an award to acquire the same consideration paid to the stockholders in the transaction described in this paragraph 16(d)) for those outstanding under this Agreementawards. In the event any surviving corporation or entity or acquiring corporation or entity in an Acquisition, or affiliate a Change of such corporation or entity, Control does not assume the SARs Option or does not substitute similar stock awards for awards, then, to the SARs, then if extent the Participant’s Optionee's status as a Service Provider has not terminated prior to such event, the vesting of the SARs (and the time during which the SARs Option may be exercised) shall be accelerated and made fully exercisable and all restrictions thereon shall lapse at least ten (10) days prior to the closing of the Acquisition Change of Control (and the SARs shall terminate Option terminated if not exercised prior to the closing of such AcquisitionChange of Control). (fd) The existence of this Agreement shall not affect or restrict in any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s 's capital structure or its business, any merger or consolidation of the Company, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustments upon Changes in Capitalization, Merger or Asset Sale. Except as provided in paragraph 4 above: (a) In the event that the Company determines that other than an Equity Restructuring any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), reclassification, reorganization, merger, consolidation, spin off, combination, repurchase, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event, in the Company’s sole discretion, affects the Common Stock such that an adjustment is determined by the Company to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under this Agreement or with respect to the SARs, then the Company shall, in such manner as it may deem equitable, adjust the number and kind of shares of Common Stock (or other securities or property) subject to this Agreement and the SARs. (b) In the event of any transaction or event described in paragraph 16(a)17(a) above, the Company, in its sole discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Agreement or by action taken prior to the occurrence of such transaction or event and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the following actions whenever the Company determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under this Agreement or to facilitate such transaction or event: (i) To provide for either the purchase of the SARs for an amount of cash equal to the amount that could have been obtained upon the exercise of the SARs or realization of the Participant’s rights had the SARs been currently exercisable or payable or fully vested or the replacement of the SARs with other rights or property selected by the Company in its sole discretion; (ii) To provide that the SARs shall be exercisable as to all Shares covered thereby, notwithstanding anything to the contrary in this Agreement; (iii) To provide that the SARs be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; (iv) To make adjustments in the number and type of shares of Common Stock (or other securities or property) subject to outstanding SARs, and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding SARs; or (v) To provide that immediately upon the consummation of such event, the SARs shall not be exercisable and shall terminate; provided, that for a specified period of time prior to such event, the SARs shall be exercisable as to all Shares covered thereby, and the restrictions imposed under this Agreement upon some or all Shares may be terminated, notwithstanding anything to the contrary in this Agreement. (c) In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in paragraphs 16(a17(a) and 16(b)17(b) above, the number and type of securities subject to the outstanding SARs and the exercise price thereof will be proportionately adjusted. The adjustments provided under this paragraph 16(c17(c) shall be nondiscretionary and shall be final and binding on the Participant and the Company. (d) If the Company undergoes an Acquisitiona Change in Control, then any surviving corporation or entity or acquiring corporation or entity, or affiliate of such corporation or entity, may assume the SARs or may substitute similar stock awards (including an award to acquire the same consideration paid to the stockholders in the transaction described in this paragraph 16(d17(d)) for those outstanding under this Agreement. In the event any surviving corporation or entity or acquiring corporation or entity in an Acquisitiona Change in Control, or affiliate of such corporation or entity, does not assume the SARs or does not substitute similar stock awards for the SARs, then if the Participant’s status as a Service Provider has not terminated prior to such event, the vesting of the SARs (and the time during which the SARs may be exercised) shall be accelerated and made fully exercisable at least ten (10) days prior to the closing of the Acquisition Change in Control (and the SARs shall terminate if not exercised prior to the closing of such AcquisitionChange in Control). (fe) The existence of this Agreement shall not affect or restrict in any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustments upon Changes in Capitalization, Merger or Asset Sale. (a) In the event that the Company determines that other than an Equity Restructuring any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), reclassification, reorganization, merger, consolidation, spin off, combination, repurchase, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event, in the Company’s sole discretion, affects the Common Stock such that an adjustment is determined by the Company to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under this Agreement or with respect to the SARsSAR, then the Company shall, in such manner as it may deem equitable, adjust the number and kind of shares of Common Stock (or other securities or property) subject to this Agreement and the SARsAgreement. (b) In the event of any transaction or event described in paragraph 16(a), the Company, in its sole discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Agreement or by action taken prior to the occurrence of such transaction or event and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the following actions whenever the Company determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under this Agreement or to facilitate such transaction or event: (i) To provide for either the purchase of the SARs SAR for an amount of cash equal to the amount that could have been obtained upon the exercise of the SARs SAR or realization of the Participant’s rights had the SARs SAR been currently exercisable or payable or fully vested or the replacement of the SARs SAR with other rights or property selected by the Company in its sole discretion; (ii) To provide that the SARs SAR shall be exercisable as to all Shares shares covered thereby, notwithstanding anything to the contrary in this Agreement; (iii) To provide that the SARs SAR be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; (iv) To make adjustments in the number and type of shares of Common Stock (or other securities or property) subject to outstanding SARsSAR, and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding SARsSAR; or (v) To provide that immediately upon the consummation of such event, the SARs SAR shall not be exercisable and shall terminate; provided, that for a specified period of time prior to such event, the SARs SAR shall be exercisable as to all Shares covered thereby, and the restrictions imposed under this Agreement upon some or all Shares may be terminated, notwithstanding anything to the contrary in this Agreement. (c) In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in paragraphs 16(a) and 16(b), the number and type of securities subject to the outstanding SARs SAR and the exercise price thereof or xxxxx xxxxx thereof, if applicable, will be proportionately adjusted. The adjustments provided under this paragraph 16(c) shall be nondiscretionary and shall be final and binding on the affected the Participant and the Company. (d) If the Company undergoes an Acquisition, then any surviving corporation or entity or acquiring corporation or entity, or affiliate of such corporation or entity, may assume the SARs SAR or may substitute similar stock awards (including an award to acquire the same consideration paid to the stockholders in the transaction described in this paragraph 16(d)) for those outstanding under this Agreement. In the event any surviving corporation or entity or acquiring corporation or entity in an Acquisition, or affiliate of such corporation or entity, does not assume the SARs SAR or does not substitute similar stock awards for the SARsSAR, then if the Participant’s status as a Service Provider has not terminated prior to such event, the vesting of the SARs SAR (and the time during which the SARs SAR may be exercised) shall be accelerated and made fully exercisable and all restrictions thereon shall lapse at least ten (10) days prior to the closing of the Acquisition (and the SARs shall terminate SAR terminated if not exercised prior to the closing of such Acquisition). (f) The existence of this Agreement shall not affect or restrict in any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

Adjustments upon Changes in Capitalization, Merger or Asset Sale. Except as provided in Section 1.2(b) above: (a) In the event that the Company determines that other than an Equity Restructuring any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), reclassification, reorganization, merger, consolidation, spin off, combination, repurchase, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event, in the Company’s sole discretion, affects the Common Stock such that an adjustment is determined by the Company to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under this Agreement or with respect to the SARsRestricted Stock Units, then the Company shall, in such manner as it may deem equitable, adjust the number and kind of shares of Common Stock (or other securities or property) subject to this Agreement and the SARsRestricted Stock Units. (b) In the event of any transaction or event described in paragraph 16(a)Section 2.14(a) above, the Company, in its sole discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Agreement or by action taken prior to the occurrence of such transaction or event and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the following actions whenever the Company determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under this Agreement or to facilitate such transaction or event: (i) To provide for either the purchase of the SARs Restricted Stock Units for an amount of cash equal to the amount that could have been obtained upon the exercise issuance of the SARs Restricted Stock Units or realization of the Participant’s rights had the SARs Restricted Stock Units been currently exercisable or payable or fully vested or the replacement of the SARs Restricted Stock Units with other rights or property selected by the Company in its sole discretion; (ii) To provide that the SARs shares of Stock underlying the Restricted Stock Units shall be exercisable as to all Shares covered therebyimmediately issuable, notwithstanding anything to the contrary in this Agreement; (iii) To provide that the SARs Restricted Stock Units be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices;; or (iv) To make adjustments in the number and type of shares of Common Stock (or other securities or property) subject to outstanding SARsRestricted Stock Units, and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding SARs; or (v) To provide that immediately upon the consummation of such event, the SARs shall not be exercisable and shall terminate; provided, that for a specified period of time prior to such event, the SARs shall be exercisable as to all Shares covered thereby, and the restrictions imposed under this Agreement upon some or all Shares may be terminated, notwithstanding anything to the contrary in this AgreementRestricted Stock Units. (c) In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in paragraphs 16(aSections 2.14(a) and 16(b)2.14(b) above, the number and type of securities subject to the outstanding SARs and the exercise price thereof Restricted Stock Units will be proportionately adjusted. The adjustments provided under this paragraph 16(cSection 2.14(c) shall be nondiscretionary and shall be final and binding on the Participant and the Company. (d) If the Company undergoes an Acquisitiona Change in Control, then any surviving corporation or entity or acquiring corporation or entity, or affiliate of such corporation or entity, may assume the SARs Restricted Stock Units or may substitute similar stock awards (including an award to acquire the same consideration paid to the stockholders in the transaction described in this paragraph 16(dSection 2.14(d)) for those outstanding under this Agreement. In the event any surviving corporation or entity or acquiring corporation or entity in an Acquisitiona Change in Control, or affiliate of such corporation or entity, does not assume the SARs Restricted Stock Units or does not substitute similar stock awards for the SARsRestricted Stock Units, then if the Participant’s status as a Service Provider has not terminated prior to such event, the vesting of the SARs (and the time during which the SARs may be exercised) Restricted Stock Units shall be accelerated and made fully exercisable at least ten (10) days prior to the closing of the Acquisition (and the SARs shall terminate if not exercised prior to the closing of such Acquisition)Change in Control. (fe) The existence of this Agreement shall not affect or restrict in any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.