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. (a) CHANGES IN CAPITALIZATION. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each outstanding Option, and the number of shares of Common Stock which have been authorized for issuance under the Stock Option Plan but as to which no Options have yet been granted or which have been returned to the Stock Option Plan upon cancellation or expiration of an Option, as well as the price per share of Common Stock covered by each such outstanding 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; providedPROVIDED, howeverHOWEVER, 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 SharesOptions.

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 the Option, 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 Company’s Board of Directors of the Company (the "Board")Directors, 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 ’s Board 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 Directors shall terminate as of a date fixed by the Board and give notify the Optionee the right at least fifteen (15) days prior to exercise the Option as to all or any part of the Shares.such proposed

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 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 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. (a) Subject to any required action by the stockholders shareholders of the Company, the number of shares of Common Stock covered by the Option, as well as the price per share of Common Stock covered by the Option, shall be by 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 reclassification of the Common Stock of the Company 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 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 hereinby the Plan, no issuance by the Company of shares share 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. . (b) 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 Participant the right to exercise the his Option as to all or any part of the SharesOptioned Stock, including Shares as to which the Option would not otherwise be exercisable.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. (a) Subject to any required action by the stockholders shareholders of the Company, the number of shares of Common Stock covered by the Option, as well as the price per share 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 Shares resulting from a stock split split, reverse stock split, stock dividend, combination or reclassification of the Common Shares of the Company or 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 the Company (the "Board"), whose determination in that respect shall be final, binding and conclusive. Except as expressly provided hereinby the Plan, 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 Shares subject to the Option. . (b) 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 Participant the right to exercise the his Option as to all or any part of the SharesOptioned Stock, including Shares as to which the Option would not otherwise be exercisable.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. (a) Changes in Capitalization. Subject to any required action by the ------------------------- stockholders of the Company, the number of shares of Common Stock covered by each outstanding Option, and the number of shares of Common Stock 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 the price per share of Common Stock covered by each such outstanding 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")Administrator, 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, 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, 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.