Common use of Adjustments Upon the Occurrence of Certain Events Clause in Contracts

Adjustments Upon the Occurrence of Certain Events. (a) In the case of a stock dividend or a stock split with respect to the Common Stock, the number of shares subject to the Award shall be increased by the number of shares the Holder would have received had he owned outright the shares subject to the Award on the record date for payment of the stock dividend or the stock split. (b) In the case of any reorganization or recapitalization of the Company (by reclassification of its outstanding Common Stock or otherwise), or its consolidation or merger with or into another corporation, or the sale, conveyance, lease or other transfer by the Company of all or substantially all of its property, pursuant to any of which events the then outstanding shares of the Company’s Common Stock are combined, or are changed into or become exchangeable for other shares of stock or property, the Holder shall be entitled to earn and receive, in lieu of the shares that he would otherwise be entitled to earn and receive pursuant to the Award, and without having to make any payment to the Company or otherwise, the shares of stock or property which the Holder would have received upon such reorganization, recapitalization, consolidation, merger, sale or other transfer, if immediately prior thereto he had owned the shares in respect of this Award and had exchanged such shares in accordance with the terms of such reorganization, recapitalization, consolidation, merger, sale or other transfer. (c) In case of any distribution by the Company of rights to stockholders, the issuance of stock options to persons other than employees or directors of the Company, the issuance by the Company of securities convertible into the Company’s Common Stock or into shares of any stock or security into which such Common Stock shall have been changed or for which it shall have been exchanged, or any other change in the capital structure of the Company (other than as specified above in this Section 7) which, in the judgment of the Committee, would effect a dilution of the Holder’s rights hereunder, the Committee may make such adjustment, if any, as it shall deem appropriate in the number or kind of shares in respect of this Award, and such adjustment shall be effective and binding for all purposes of this Award. (d) Any provision of this Section 7 to the contrary notwithstanding, only adjustments that qualify for the treatment described in Treasury Regulation section 1.162-27(e)(2)(iii)(C) may be made pursuant to this Section 7.

Adjustments Upon the Occurrence of Certain Events. (a) In the case of a stock dividend or a stock split with respect to the Common Stock, the number of shares subject to the Award shall be increased by the number of additional shares the Holder would have received had he owned outright the shares subject to the Award on the record date for payment of the stock dividend or the stock split. (b) In the case of any reorganization or recapitalization of the Company (by reclassification of its outstanding Common Stock or otherwise), or its consolidation or merger with or into another corporation, or the sale, conveyance, lease or other transfer by the Company of all or substantially all of its property, pursuant to any of which events the then outstanding shares of the Company’s Common Stock are combined, or are changed into or become exchangeable for other shares of stock or property, the Holder shall be entitled to earn and receivereceive pursuant to the Award, in lieu of the shares that he would otherwise be entitled to earn and receive pursuant to the AwardAward (the “Affected Shares”), and without having to make any payment to the Company or otherwise, the shares of stock or property which the Holder would have received upon such reorganization, recapitalization, consolidation, merger, sale or other transfer, if immediately prior thereto he had owned the shares in respect of this Award Affected Shares and had exchanged such shares the Affected Shares in accordance with the terms of such reorganization, recapitalization, consolidation, merger, sale or other transfer. (c) In case of any distribution by the Company of rights or property to stockholdersstockholders (including without limitation a spin-off), the issuance of stock options to persons other than employees or directors of the Company, the issuance by the Company of securities convertible into the Company’s Common Stock or into shares of any stock or security into which such Common Stock shall have been changed or for which it shall have been exchanged, or any other change in the capital structure of the Company (other than as specified above in this Section 7) which, in the judgment of the Committee, would effect a dilution or diminution of the Holder’s rights hereunder, the Committee may shall make such adjustment, if any, as it shall deem appropriate equitable adjustments in the number or kind of shares in respect of this Award, and such adjustment adjustments shall be effective and binding for all purposes of this Award. (d) Any provision of this Section 7 to the contrary notwithstanding, only adjustments that qualify for the treatment described in Treasury Regulation section 1.162-27(e)(2)(iii)(C) may be made pursuant to this Section 7.

Adjustments Upon the Occurrence of Certain Events. (a) In the case of a stock dividend or a stock split with respect to the Common Stock, the number of shares subject to the Award Performance Unit Awards shall be increased by the number of additional shares the Holder would have received had he owned outright the a number of shares subject of Common Stock equal to the Award number of Performance Unit Awards on the record date for payment of the stock dividend or the stock split. (b) In the case of any reorganization or recapitalization of the Company (by reclassification of its outstanding Common Stock or otherwise), or its consolidation or merger with or into another corporation, or the sale, conveyance, lease or other transfer by the Company of all or substantially all of its property, pursuant to any of which events the then outstanding shares of the Company’s Common Stock are combined, or are changed into or become exchangeable for other shares of stock or property, the Holder shall be entitled to earn and receivereceive pursuant to the Award, in lieu of cash payment for the shares that for which he would otherwise be entitled to earn and receive be paid pursuant to the AwardAward (the “Affected Shares”), and without having to make any payment to the Company or otherwise, cash payment for the shares of stock or property which the Holder would have received upon such reorganization, recapitalization, consolidation, merger, sale or other transfer, if immediately prior thereto he had owned the shares in respect of this Award Affected Shares and had exchanged such shares the Affected Shares in accordance with the terms of such reorganization, recapitalization, consolidation, merger, sale or other transfer. (c) In case of any distribution by the Company of rights or property to stockholdersstockholders (including without limitation a spin-off), the issuance of stock options to persons other than employees or directors of the Company, the issuance by the Company of securities convertible into the Company’s Common Stock or into shares of any stock or security into which such Common Stock shall have been changed or for which it shall have been exchanged, or any other change in the capital structure of the Company (other than as specified above in this Section 7) which, in the judgment of the Committee, would effect a dilution or diminution of the Holder’s rights hereunder, the Committee may shall make such adjustment, if any, as it shall deem appropriate equitable adjustments in the number or kind of shares in respect of which payment may be made pursuant to this Award, and such adjustment adjustments shall be effective and binding for all purposes of this Award. (d) Any provision of this Section 7 to the contrary notwithstanding, only adjustments that qualify for the treatment described in Treasury Regulation section 1.162-27(e)(2)(iii)(C) and that would not prevent the amounts payable hereunder from being “objectively determinable” within the meaning of Treasury Regulation section 1.409A-3(i)(1) may be made pursuant to this Section 7.

Adjustments Upon the Occurrence of Certain Events. (a) In the case of a stock dividend or a stock split with respect to the Common Stock, the number of shares subject to the Award shall be increased by the number of additional shares the Holder would have received had he owned outright the shares subject to the Award on the record date for payment of the stock dividend or the stock split. (b) In the case of any reorganization or recapitalization of the Company (by reclassification of its outstanding Common Stock or otherwise), or its consolidation or merger with or into another corporation, or the sale, conveyance, lease or other transfer by the Company of all or substantially all of its property, pursuant to any of which events the then outstanding shares of the Company’s Common Stock are combined, or are changed into or become exchangeable for other shares of stock or property, the Holder shall be entitled to earn and receivereceive pursuant to the Award, in lieu of the shares that he would otherwise be entitled to earn and receive pursuant to the AwardAward (the “Affected Shares”), and without having to make any payment to the Company or otherwise, the shares of stock or property which the Holder would have received upon such reorganization, recapitalization, consolidation, merger, sale or other transfer, if immediately prior thereto he had owned the shares in respect of this Award Affected Shares and had exchanged such shares the Affected Shares in accordance with the terms of such reorganization, recapitalization, consolidation, merger, sale or other transfer. (c) In case of any distribution by the Company of rights or property to stockholdersstockholders (including without limitation a spin-off), the issuance of stock options to persons other than employees or directors of the Company, the issuance by the Company of securities convertible into the Company’s Common Stock or into shares of any stock or security into which such Common Stock shall have been changed or for which it shall have been exchanged, or any other change in the capital structure of the Company (other than as specified above in this Section 7) which, in the judgment of the Committee, would effect a dilution or diminution of the Holder’s rights hereunder, the Committee may shall make such adjustment, if any, as it shall deem appropriate equitable adjustments in the number or kind of shares in respect of this Award, and such adjustment adjustments shall be effective and binding for all purposes of this Award. (d) Any provision of this Section 7 to the contrary notwithstanding, only adjustments that qualify for the treatment described in Treasury Regulation section 1.162-27(e)(2)(iii)(C) and that would not prevent the amounts payable hereunder from being “objectively determinable” within the meaning of Treasury Regulation section 1.409A-3(i)(1) may be made pursuant to this Section 7.

Adjustments Upon the Occurrence of Certain Events. (a) In the case of a stock dividend or a stock split with respect to the Common Stock, the number of shares subject to the Award shall be increased by the number of shares the Holder Employee would have received had he owned outright the shares subject to the Award on the record date for payment of the stock dividend or the stock split. (b) In the case of any reorganization or recapitalization of the Company (by reclassification of its outstanding Common Stock or otherwise), or its consolidation or merger with or into another corporation, or the sale, conveyance, lease or other transfer by the Company of all or substantially all of its property, pursuant to any of which events the then outstanding shares of the Company’s Common Stock are combined, or are changed into or become exchangeable for other shares of stock or propertystock, the Holder Award shall be entitled entitle the Employee to earn and receive, in lieu of on the shares that he would otherwise be entitled to earn terms and receive pursuant subject to the Award, and without having to make any payment to the Company or otherwiseconditions set forth in this Agreement, the shares of stock or property which the Holder Employee would have received upon such reorganization, recapitalization, consolidation, merger, sale or other transfer, if immediately prior thereto he had owned the shares in respect of this Award and had exchanged such shares in accordance with the terms of such reorganization, recapitalization, consolidation, merger, sale or other transfer. (c) In case Except as expressly provided otherwise above in this Section 7 or in Section 10 of any distribution the Plan, the issue by the Company of rights to stockholders, the issuance shares of stock options to persons other than employees of any class, or directors of the Company, the issuance by the Company of securities convertible into the Company’s Common Stock or into exchangeable for shares of stock of any stock class, for cash or security into which such Common Stock shall have been changed property, or for which it shall have been exchangedlabor or services, either upon direct sale or upon the exercise of options, rights or warrants to subscribe therefor or to purchase the same, or any other change in the capital structure upon conversion of shares or obligations of the Company (convertible into such shares or other than as specified above in this Section 7) whichsecurities, in the judgment of the Committeeshall not affect, would effect a dilution of the Holder’s rights hereunderand no adjustment by reason thereof shall be made with respect to, the Committee may make such adjustment, if any, as it shall deem appropriate in the number or kind class of shares in respect of this Award, and such adjustment shall be effective and binding for all purposes of this stock subject to the Award. (d) Any provision of this Section 7 to the contrary notwithstanding, only adjustments that qualify for the treatment described in Treasury Regulation section 1.162-27(e)(2)(iii)(C) may be made pursuant to this Section 7.