Common use of Certain Adjustment Events Clause in Contracts

Certain Adjustment Events. (i) In case the Company shall hereafter (A) pay a dividend or make a distribution on its capital stock in shares of Common Stock, (B) subdivide its outstanding shares of Common Stock into a greater number of shares, (C) combine its outstanding shares of Common Stock into a smaller number of shares or (D) issue by reclassification of its Common Stock other securities of the Company, the kind and amount of Common Stock and other securities shall be adjusted so that Purchaser upon the exercise of the Purchase Option shall be entitled to receive the number of shares of Common Stock or other securities of the Company that Purchaser would have owned immediately following such action had the Purchase Option been exercised immediately prior thereto. (ii) In case of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of all or substantially all of the assets of the Company, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), Purchaser shall have the right thereafter to exercise the Purchase Option and receive the kind and amount of securities, cash or other property that Purchaser would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had the Purchase Option been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance. The above provisions of this Section 1.2(c)(ii) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. (iii) Whenever the number of shares of Common Stock purchasable upon the exercise of the Purchase Option is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of shares of Common Stock purchasable upon exercise of the Purchase Option immediately prior to such adjustment, and the denominator of which shall be the number of the shares of Common Stock so purchasable immediately thereafter. (iv) Whenever the number of shares of Common Stock purchasable upon the exercise of the Purchase Option or the Exercise Price is adjusted, as herein provided, the Company shall promptly mail by first class mail, postage prepaid, to Purchaser notice of such adjustment setting forth a brief statement of the facts requiring such adjustment and the computation by which such adjustment was made. (v) In the event that the Company makes a distribution to its shareholders (other than cash dividends that in the aggregate do not exceed, in any calendar year, an annualized rate of 3% of the closing price for the Company's Common Stock as reported on the NASDAQ National Market or other exchange or quotation system on which the Common Stock is traded on the trading day prior to the date of declaration of any such cash dividend) or undertakes some other capital change or transaction that the Company's Board of Directors (the "Board") in its reasonable judgment determines is a distribution, change or transaction that warrants an adjustment similar to those provided in this Section 1.2(c) based upon the intent hereof but with respect to which the provisions hereof are not specifically applicable, adjustments to the number of shares of Common Stock purchasable upon exercise of the Purchase Option and the Exercise Price shall be made as a result of such distribution, change or transaction.

Certain Adjustment Events. (ia) In case the Company shall hereafter (Ai) pay a dividend or make a distribution on its capital stock in shares of Common Stock, (Bii) subdivide its outstanding shares of Common Stock into a greater number of shares, (Ciii) combine its outstanding shares of Common Stock into a smaller number of shares or (Div) issue by reclassification of its Common Stock other securities of the Company, the kind and amount of Common Stock and other securities shall be adjusted so that Purchaser upon the exercise of the Purchase Option shall be entitled to receive the number of shares of Common Stock or other securities of the Company that Purchaser would have owned immediately following such action had the Purchase Option been exercised immediately prior thereto. (iib) In case of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of all or substantially all of the assets of the Company, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), Purchaser shall have the right thereafter to exercise the Purchase Option and receive the kind and amount of securities, cash or other property that Purchaser would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had the Purchase Option been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance. The above provisions of this Section 1.2(c)(ii1.4(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. (iiic) Whenever the number of shares of Common Stock purchasable upon the exercise of the Purchase Option is adjusted, as herein provided, the Exercise Price applicable exercise price shall be adjusted by multiplying such Exercise Price exercise price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of shares of Common Stock purchasable upon exercise of the Purchase Option immediately prior to such adjustment, and the denominator of which shall be the number of the shares of Common Stock so purchasable immediately thereafter. (ivd) Whenever the number of shares of Common Stock purchasable upon the exercise of the Purchase Option or the Exercise Price exercise price is adjusted, as herein provided, the Company shall promptly mail by first class mail, postage prepaid, to Purchaser notice of such adjustment setting forth a brief statement of the facts requiring such adjustment and the computation by which such adjustment was made. (ve) In the event that the Company makes a distribution to its shareholders (other than cash dividends that in the aggregate do not exceed, in any calendar year, an annualized rate of 3% of the closing price for the Company's Common Stock as reported on the NASDAQ National Market or other exchange or quotation system on which the Common Stock is traded on the trading day prior to the date of declaration of any such cash dividend) or undertakes some other capital change or transaction that the Company's Board of Directors (the "Board") in its reasonable judgment determines is a distribution, change or transaction that warrants an adjustment similar to those otherwise provided in this Section 1.2(c) 1.4, based upon the intent hereof but with respect to which the provisions hereof are not specifically applicable, adjustments to the number of shares of Common Stock purchasable upon exercise of the Purchase Option and the Exercise Price exercise price shall be made as a result of such distribution, change or transaction.

Certain Adjustment Events. (i) In case the Company shall hereafter (A) pay a dividend or make a distribution on its capital stock in shares of Common Stock, (B) subdivide its outstanding shares of Common Stock into a greater number of shares, (C) combine its outstanding shares of Common Stock into a smaller number of shares or (D) issue by reclassification of its Common Stock other securities of the Company, the kind and amount of Common Stock and other securities shall be adjusted so that Purchaser the Optionee upon the exercise of the Purchase Option shall be entitled to receive the number of shares of Common Stock or other securities of the Company that Purchaser the Optionee would have owned immediately following such action had the Purchase Option been exercised immediately prior thereto. (ii) In case of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of all or substantially all of the assets of the Company, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), Purchaser the Optionee shall have the right thereafter to exercise the Purchase Option and receive the kind and amount of securities, cash or other property that Purchaser the Optionee would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had the Purchase Option been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance. The above provisions of this Section 1.2(c)(ii3(c) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. (iii) Whenever the number of shares of Common Stock purchasable upon the exercise of the Purchase Option is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of shares of Common Stock purchasable upon exercise of the Purchase Option immediately prior to such adjustment, and the denominator of which shall be the number of the shares of Common Stock so purchasable immediately thereafter. (iv) Whenever the number of shares of Common Stock purchasable upon the exercise of the Purchase Option or the Exercise Price is adjusted, as herein provided, the Company shall promptly mail by first class mail, postage prepaid, to Purchaser the Optionee notice of such adjustment setting forth a brief statement of the facts requiring such adjustment and the computation by which such adjustment was made. (v) In the event that the Company makes a distribution to its shareholders (other than cash dividends that in the aggregate do not exceed, in any calendar year, an annualized rate of 3% of the closing price for the Company's Common Stock as reported on the NASDAQ National Market or other exchange or quotation system on which the Common Stock is traded on the trading day prior to the date of declaration of any such cash dividend) or undertakes some other capital change or transaction that the Company's Board of Directors (the "Board") in its reasonable judgment determines is a distribution, change or transaction that warrants an adjustment similar to those provided in this Section 1.2(c3(c) based upon the intent hereof but with respect to which the provisions hereof are not specifically applicable, adjustments to the number of shares of Common Stock purchasable upon exercise of the Purchase Option and the Exercise Price shall be made as a result of such distribution, change or transaction.