Common use of ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER Clause in Contracts

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by the Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split or the payment of a stock dividend with respect to the Common Stock or any other increase or decrease in the number of issued shares of Common Stock effected without receipt or payment of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board of Directors of the Company (the "Board"), whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to the Option. In the event of the proposed dissolution or liquidation of the Company, or in the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, the Board may, in the exercise of its sole discretion in such instances, declare that this Option shall terminate as of a date fixed by the Board and give the Optionee the right to exercise the Option as to all or any part of the Shares.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. Subject to any required action by the stockholders of the Company, the The number of shares of Common Stock covered by this Option and the Option, exercise price shall be proportionately adjusted for any increase or decrease in the number of issued and outstanding shares of Common Stock resulting from a stock split split, reverse stock split, stock dividend, combination or the payment reclassification of a stock dividend with respect to the Common Stock Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt or payment of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board of Directors of the Company (the "Board"), whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, or options or rights to purchase shares of stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to the this Option. In the event of the proposed dissolution or liquidation of the Company, or in the event Option will terminate immediately prior to the consummation of a such proposed sale of all or substantially all of action, unless otherwise provided by the assets of the Company, or the merger of the Company with or into another corporation, the Board. The Board may, in the exercise of its sole discretion in such instances, declare that this the Option shall terminate as of a date fixed by the Board and give the Optionee the right to exercise the his Option as to all or any part of the Shares. In the event of a change of control of the Company, the Board shall notify the Optionee that the Option shall be fully exercisable for a period of ten (10) days from the date of such notice, and the Option will terminate upon the expiration of such period.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. Subject to any required action by the stockholders of the Company, the The number of shares of Common Stock covered by this Option and the Option, exercise price shall be proportionately adjusted for any increase or decrease in the number of issued and outstanding shares of Common Stock resulting from a stock split split, reverse stock split, stock dividend, combination or the payment reclassification of a stock dividend with respect to the Common Stock Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt or payment of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board of Directors of the Company (the "Board"), whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, or options or rights to purchase shares of stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to the this Option. In the event of the proposed dissolution or liquidation of the Company, each Option will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. The Board may, in the exercise of its sole discretion in such instances, declare that any Option shall terminate as of a date fixed by the Board and give each Optionee the right to exercise his or in her Option as to all or any part of the Optioned Stock, including Shares as to which the Option would not otherwise be exercisable. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, the Board may, in the exercise of its sole discretion in such instances, declare that this Option shall terminate as be assumed or an equivalent option shall be substituted by such successor corporation or a parent or subsidiary of a date fixed by the Board and give the Optionee the right to exercise the Option as to all or any part of the Sharessuch successor corporation.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. Subject to any required action by the stockholders of the Company, the The number of shares of Common Stock covered by this Option and the Option, exercise price shall be proportionately adjusted for any increase or decrease in the number of issued and outstanding shares of Common Stock resulting from a stock split split, reverse stock split, stock dividend, combination or the payment reclassification of a stock dividend with respect to the Common Stock Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt or payment of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board of Directors of the Company (the "Board"), whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, or options or rights to purchase shares of stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to the this Option. In the event of the proposed dissolution or liquidation of the Company, or in the event Option will terminate immediately prior to the consummation of a such proposed sale of all or substantially all of action, unless otherwise provided by the assets of the Company, or the merger of the Company with or into another corporation, the Board. The Board may, in the exercise of its sole discretion in such instances, declare that this the Option shall terminate as of a date fixed by the Board and give the Optionee the right to exercise the his Option as to all or any part of the Shares. In the event of a change of control of the Company, the Board shall notify the Optionee that the Option shall be fully exercisable a period of ten (10) days from the date of such notice, and the Option will terminate up expiration of such period.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. Subject to any required action by the stockholders of the Company, the The number of shares of Common Stock covered by this Option and the Option, exercise price shall be proportionately adjusted for any increase or decrease in the number of issued and outstanding shares of Common Stock resulting from a stock split split, reverse stock split, stock dividend, combination or the payment reclassification of a stock dividend with respect to the Common Stock Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt or payment of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board of Directors of the Company (the "Board"), whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, or options or rights to purchase shares of stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to the this Option. In the event of the proposed dissolution or liquidation of the Company, or in the event Option will terminate immediately prior to the consummation of a such proposed sale of all or substantially all of action, unless otherwise provided by the assets of the Company, or the merger of the Company with or into another corporation, the Board. The Board may, in the exercise of its it sole discretion in such instances, declare that this the Option shall terminate as of a date fixed by the Board and give the Optionee the right to exercise the Option as to all or any part of the Shares. In the event of a Change of Control of the Company, the Board shall notify the Optionee that the Option shall be fully exercisable from the date of such notice.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. Subject to any required action by the stockholders shareholders of the Company, the number of shares of Common Stock covered by this Option, as well as the price per share of Common Stock covered by this Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split split, reverse stock split, stock dividend, combination or the payment reclassification of a stock dividend with respect to the Common Stock Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt or payment of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board of Directors of the Company (the "Board"), whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to the an Option. In the event of the proposed dissolution or liquidation of the Company, the Option will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. The Board may, in the exercise of its sole discretion, in such instances, declare that this Option shall terminate as of a date fixed by the Board and give Optionee the right to exercise this Option as to all or in any part of the Shares, including Shares as to which the Option would not otherwise be exercisable. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, the Option shall be assumed or an equivalent option shall be substituted by such successor corporation or a parent or subsidiary of each in lieu of such assumption or substituted by such successor corporation or a parent or subsidiary of each successor corporation, unless the Board maydetermines, in the exercise of its sole discretion and in lieu of such instancesassumption or substitution, declare that this Option Optionee shall terminate as of a date fixed by the Board and give the Optionee have the right to exercise the Option as to all or any part of the Shares, including Shares as to which the Option would not otherwise be exercisable. If the Board makes this Option fully exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Board shall notify Optionee that this Option shall be fully exercisable for a period of thirty (30) days from the date of such notice, and this Option will terminate upon the expiration of such period.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock Shares covered by each outstanding Option, and the number of Shares which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as Shares covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock Shares resulting from a stock split split, reverse stock split, stock dividend, combination or reclassification of the payment of a stock dividend with respect to the Common Stock Shares, or any other increase or decrease in the number of issued shares of Common Stock Shares effected without receipt or payment of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board of Directors of or the Company (the "Board")Committee or a Designated Officer, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof thereof, shall be made with respect to, to the number or price of shares of Common Stock Shares subject to an Option or the OptionOption Price thereof. In the event of the proposed dissolution or liquidation of the Company, and subject to approval by any applicable Regulatory Authorities, all Options will terminate immediately prior to the consummation of such proposed action unless otherwise provided by the Board. The Board may, in the exercise of its sole discretion in such instances, declare that any Option shall terminate as of a date fixed by the Board and give each holder the right to exercise his or in her Option as to all or any part thereof, including Shares as to which the Option would not otherwise be exercisable. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, the Option shall be assumed or an equivalent Option shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless the Board maydetermines, in the exercise of its sole discretion and in lieu of such instancesassumption or substitution, declare that this Option the holder shall terminate as of a date fixed by the Board and give the Optionee have the right to exercise the Option as to all or any part of the Shares, including Shares as to which the Option would not otherwise be exercisable. If the Board makes an Option exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Board shall notify the holder that the Option shall be fully exercisable for a period of 60 days from the date of such notice (but not later than the expiration of the term of the Option), and the Option will terminate upon the expiration of such period.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock Shares covered by each outstanding Option, and the number of Shares which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as Shares covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock Shares resulting from a stock split split, reverse stock split, stock dividend, combination or reclassification of the payment of a stock dividend with respect to the Common Stock Shares, or any other increase or decrease in the number of issued shares of Common Stock Shares effected without receipt or payment of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "“effected without receipt of consideration." ” Such adjustment shall be made by the Board of Directors of or the Company (the "Board")Committee or a Designated Officer, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof thereof, shall be made with respect to, to the number or price of shares of Common Stock Shares subject to an Option or the OptionOption Price thereof. In the event of the proposed dissolution or liquidation of the Company, and subject to approval by any applicable Regulatory Authorities, all Options will terminate immediately prior to the consummation of such proposed action unless otherwise provided by the Board. The Board may, in the exercise of its sole discretion in such instances, declare that any Option shall terminate as of a date fixed by the Board and give each holder the right to exercise his or in her Option as to all or any part thereof, including Shares as to which the Option would not otherwise be exercisable. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, the Option shall be assumed or an equivalent Option shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless the Board maydetermines, in the exercise of its sole discretion and in lieu of such instancesassumption or substitution, declare that this Option the holder shall terminate as of a date fixed by the Board and give the Optionee have the right to exercise the Option as to all or any part of the Shares, including Shares as to which the Option would not otherwise be exercisable. If the Board makes an Option exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Board shall notify the holder that the Option shall be fully exercisable for a period of 60 days from the date of such notice (but not later than the expiration of the term of the Option), and the Option will terminate upon the expiration of such period.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. Subject to any ----------------------------------------------------- required action by the stockholders shareholders of the Company, the number of shares of Common Stock covered by this Option, as well as the price per share of Common Stock covered by this Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split split, reverse stock split, stock dividend, combination or the payment reclassification of a stock dividend with respect to the Common Stock Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt or payment of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board of Directors of the Company (the "Board"), whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to the an Option. In the event of the proposed dissolution or liquidation of the Company, the Option will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. The Board may, in the exercise of its sole discretion, in such instances, declare that this Option shall terminate as of a date fixed by the Board and give Optionee the right to exercise this Option as to all or in any part of the Shares, including Shares as to which the Option would not otherwise be exercisable. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, the Option shall be assumed or an equivalent option shall be substituted by such successor corporation or a parent or subsidiary of each in lieu of such assumption or substituted by such successor corporation or a parent or subsidiary of each successor corporation, unless the Board maydetermines, in the exercise of its sole discretion and in lieu of such instancesassumption or substitution, declare that this Option Optionee shall terminate as of a date fixed by the Board and give the Optionee have the right to exercise the Option as to all or any part of the Shares, including Shares as to which the Option would not otherwise be exercisable. If the Board makes this Option fully exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Board shall notify Optionee that this Option shall be fully exercisable for a period of thirty (30) days from the date of such notice, and this Option will terminate upon the expiration of such period.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. Subject to any required action by the stockholders of the Company, the The number of shares of Common Stock covered by this Option and the Option, exercise price shall be proportionately adjusted for any increase or decrease in the number of issued and outstanding shares of Common Stock resulting from a stock split split, reverse stock split, stock dividend, combination or the payment reclassification of a stock dividend with respect to the Common Stock Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt or payment of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "“effected without receipt of consideration." ” Such adjustment shall be made by the Board of Directors of the Company (the "Board"), whose determination in that respect shall be final, binding and conclusive. Except as expressly provided hereinherein or in the Plan, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, or options or rights to purchase shares of stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to the this Option. In the event of the proposed dissolution or liquidation of the Company, or in the event Option will terminate immediately prior to the consummation of a such proposed sale of all or substantially all of action, unless otherwise provided by the assets of the Company, or the merger of the Company with or into another corporation, the Board. The Board may, in the exercise of its sole discretion in such instances, declare that this the Option shall terminate as of a date fixed by the Board and give the Optionee the right to exercise the his or her Option as to all or any part of the SharesStock. If the Board makes an Option fully exercisable in the event of a merger or sale of assets, the Board shall notify the Optionee that the Option shall be fully exercisable for a period of ten (10) days from the date of such notice, and the Option will terminate upon the expiration of such period.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. Subject to any required action by the stockholders of the Company, the The number of shares of Common Stock covered by this Option and the Option, exercise price shall be proportionately adjusted for any increase or decrease in the number of issued and outstanding shares of Common Stock resulting from a stock split split, reverse stock split, stock dividend, combination or the payment reclassification of a stock dividend with respect to the Common Stock Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt or payment of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board of Directors of the Company (the "Board"), whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, or options or rights to purchase shares of stock of any class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to the this Option. In the event of the proposed dissolution or liquidation of the Company, or in the event Option will terminate immediately prior to the consummation of a such proposed sale of all or substantially all of action, unless otherwise provided by the assets of the Company, or the merger of the Company with or into another corporation, the Board. The Board may, in the exercise of its sole discretion in such instances, declare that this the Option shall terminate as of a date fixed by the Board and give the Optionee the right to exercise the his Option as to all or any part of the Shares. In the event of a change of control of the Company, the Board shall notify the Optionee that the Option shall be fully exercisable for a period of ten (10 ) days from the date of such notice, and the Option will terminate upon the expiration of such period.