Common use of Adjustments Upon Changes in Stock Clause in Contracts

Adjustments Upon Changes in Stock. If any change is made in the stock subject to the Plan (through merger, consolidation, reorganization, recapitalization, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or otherwise), the number of shares and price per share of Stock subject to outstanding rights under the Plan shall be adjusted automatically to reflect such change. In the event of (1) a dissolution or liquidation of Tyson, (2) a merger or a consolidation in which Tyson is not the surviving corporation, or a reverse merger in which Tyson is the surviving corporation but the shares of Stock by virtue of the merger are converted into other property, whether in the form of securities, cash or otherwise, or (3) any other capital reorganization in which more than fifty percent (50%) of the shares of Tyson entitled to vote are exchanged, the Plan shall terminate, unless another corporation assumes the responsibility of continuing the operation of the Plan or the Plan Administrator determines in its discretion that the Plan shall nevertheless continue in full force and effect. If the Plan Administrator elects to terminate the Plan, the Committee shall send to each Participant a stock certificate representing the number of whole shares of Stock to which the Participant is entitled. In addition, the Committee shall send checks drawn on the Plan’s account to each Participant in an amount equal to the sum of the uninvested funds held to the credit of each Participant in the manner provided in Section 3.8 above. Any issue by Tyson of any class of preferred stock, or securities convertible into shares of common stock or preferred stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to the number or price of shares of Stock subject to any grant except as specifically provided otherwise in this Article VIII. The grant of any right to a person pursuant to the Plan shall not affect in any way the right or power of Tyson to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets.

Adjustments Upon Changes in Stock. (a) If any change is made in the stock subject to the Plan this option (through merger, consolidation, reorganization, recapitalization, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or otherwiseother transaction not involving the receipt of consideration by the Company), the this option will be appropriately adjusted in type, maximum number of shares subject to, and the exercise price per share of Stock subject to outstanding rights under the Plan thereof. Such adjustments shall be adjusted automatically to reflect such changemade by the Company's Board of Directors the determination of which shall be final, binding and conclusive. (The conversion of any convertible securities of the Company shall not be treated as a "transaction not involving the receipt of consideration by the Company.") (b) In the event of of: (1) a dissolution dissolution, liquidation, or liquidation sale of Tyson, all or substantially all of the assets of the Company; (2) a merger or a consolidation in which Tyson the Company is not the surviving corporation, or ; (3) a reverse merger in which Tyson the Company is the surviving corporation but the shares of Stock the Company's common stock outstanding immediately preceding the merger are converted by virtue of the merger are converted into other property, whether in the form of securities, cash or otherwise; or (4) the acquisition by any person, entity or group within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any comparable successor provisions (3excluding any employee benefit plan, or related trust, sponsored or maintained by the Company or any affiliate of the Company) any other capital reorganization in which more than of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities of the Company representing at least fifty percent (50%) of the shares of Tyson combined voting power entitled to vote are exchangedin the election of directors, the Plan then: (i) any surviving corporation shall terminateassume this option or shall substitute a similar option, unless another corporation assumes the responsibility of continuing the operation of the Plan or the Plan Administrator determines in its discretion that the Plan (ii) this option shall nevertheless continue in full force and effect. If In the Plan Administrator elects event any surviving corporation refuses to terminate assume or substitute this option, (A) to the Planextent optionee is then performing services as an employee, director or consultant, the Committee vesting of this option and the time which it may be exercised shall send be accelerated prior to each Participant a stock certificate representing such transaction and the number of whole shares of Stock option terminated if not exercised after such acceleration and at or prior to which such transaction, and (B) to the Participant extent optionee is entitled. In additionnot then performing services as an employee, director or consultant, the Committee shall send checks drawn on the Plan’s account to each Participant in an amount equal to the sum of the uninvested funds held to the credit of each Participant in the manner provided in Section 3.8 above. Any issue by Tyson of any class of preferred stock, or securities convertible into shares of common stock or preferred stock of any class, shall not affect, and no adjustment by reason thereof option shall be made with respect terminated if not exercised prior to the number or price of shares of Stock subject to any grant except as specifically provided otherwise in this Article VIII. The grant of any right to a person pursuant to the Plan shall not affect in any way the right or power of Tyson to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assetssuch transaction.

Adjustments Upon Changes in Stock. (a) If any change is made in the stock Preferred Stock subject to this option without the Plan receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure structure, stock conversion or otherwiseother transaction not involving the receipt of consideration by the Company), this stock option shall be appropriately adjusted in the class(es), series and number of shares and price per share of Stock securities subject to outstanding rights under the Plan option. Such adjustments shall be adjusted automatically made by the Board, determination of which shall be final, binding and conclusive. For purposes of this stock option only, the conversion of the Preferred Stock shall be treated as a transaction "without the receipt of consideration" by the Company. (b) In the event of a dissolution or liquidation of the Company, then this stock option shall terminate immediately prior to reflect such change. event. (c) In the event of (1i) a dissolution sale, lease or liquidation other disposition of Tysonall or substantially all of the assets of the Company, (2ii) a merger or a consolidation in which Tyson the Company is not the surviving corporation, corporation or (iii) a reverse merger in which Tyson the Company is the surviving corporation but the shares of Stock capital stock of the Company outstanding immediately preceding the merger are converted by virtue of the merger are converted into other property, whether in the form of securities, cash or otherwise, then any surviving corporation or acquiring corporation shall assume this stock option or shall substitute a similar stock award (3including any award to acquire the same consideration paid to the stockholders in the transaction described in this subsection 9(c) any other capital reorganization in which more than fifty percent (50%) of the shares of Tyson entitled to vote are exchanged, the Plan shall terminate, unless another corporation assumes the responsibility of continuing the operation of the Plan or the Plan Administrator determines in its discretion that the Plan shall nevertheless continue in full force and effect. If the Plan Administrator elects to terminate the Plan, the Committee shall send to each Participant a for those outstanding under this stock certificate representing the number of whole shares of Stock to which the Participant is entitledoption). In additionthe event any surviving corporation or acquiring corporation refuses to assume this stock option or to substitute similar stock awards for this stock option, the Committee shall send checks drawn on the Plan’s account to each Participant in an amount equal to the sum of the uninvested funds held to the credit of each Participant in the manner provided in Section 3.8 above. Any issue by Tyson of any class of preferred stockthen, or securities convertible into shares of common stock or preferred stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to this stock option, provided your Continuous Service has not terminated, the number vesting of this stock option and the time during which this stock option may be exercised shall be accelerated in full, and this stock option shall terminate if not exercised at or price of shares of Stock subject prior to any grant except as specifically provided otherwise in this Article VIII. The grant of any right to a person pursuant to the Plan shall not affect in any way the right or power of Tyson to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assetssuch event.

Adjustments Upon Changes in Stock. (a) If any change is made in the stock subject to this option without the Plan receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or otherwiseother transaction not involving the receipt of consideration by the Company), this will be appropriately adjusted in the class(es) and number of shares and price per share of Stock stock subject to outstanding rights under the Plan this option. Such adjustments shall be adjusted automatically to reflect such changemade by the Board or the Committee, the determination of which shall be final, binding and conclusive. (The conversion of any convertible securities of the Company shall not be treated as a "transaction not involving the receipt of consideration by the Company".) (b) In the event of of: (1) a dissolution dissolution, liquidation or liquidation sale of Tyson, substantially all of the assets of the Company; (2) a merger or a consolidation in which Tyson the Company is not the surviving corporation, ; or (3) a reverse merger in which Tyson the Company is the surviving corporation but the shares of the Company's Common Stock outstanding immediately preceding the merger are converted by virtue of the merger are converted into other property, whether in the form of securities, cash or otherwise, then to the extent permitted by applicable law: (i) any surviving corporation or an Affiliate of such surviving corporation shall assume this option or shall substitute a similar option, or (3ii) any other capital reorganization in which more than fifty percent (50%) of the shares of Tyson entitled to vote are exchanged, the Plan this option shall terminate, unless another corporation assumes the responsibility of continuing the operation of the Plan or the Plan Administrator determines in its discretion that the Plan shall nevertheless continue in full force and effect. If In the Plan Administrator elects event any surviving corporation and its Affiliates refuse to terminate the Plan, the Committee shall send to each Participant a stock certificate representing the number of whole shares of Stock to which the Participant is entitled. In addition, the Committee shall send checks drawn on the Plan’s account to each Participant in an amount equal to the sum of the uninvested funds held to the credit of each Participant in the manner provided in Section 3.8 above. Any issue by Tyson of any class of preferred stockassume or continue this option, or securities convertible into shares of common stock or preferred stock of any classto substitute a similar option, shall not affectthen, and no adjustment by reason thereof shall be made with respect to an option held by persons then performing services as Employees, Directors or Consultants, the number or price of shares of Stock subject time during which this option may be exercised shall be accelerated and the option terminated if not exercised prior to any grant except as specifically provided otherwise in this Article VIII. The grant of any right to a person pursuant to the Plan shall not affect in any way the right or power of Tyson to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assetssuch event.