Common use of Changes in Capital Structure Clause in Contracts

Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares of any class shall be issued in respect of outstanding Shares or Shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which, if the Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereof) and had not been disposed of, such person or persons would be holding at the time of such exercise as a result of such purchase and all such share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, or liquidations; provided, however, that no fractional shares shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to any share Share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of sharesShares, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares Shares of any class shall be issued in respect of outstanding Shares Shares, or Shares shall be changed into the same or a different number of shares Shares of the same or another class or classes, the person or persons so exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares Shares which, if the Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share Share set forth in paragraph 2 hereof) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share shared dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of sharesShares, separations, reorganizations, or liquidations; provided, however, that no fractional shares Share shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share Share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

Changes in Capital Structure. If all or any portion of the Option Options shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, reorganization or liquidation occurring after the date hereofof this Agreement, as a result of which shares of any class shall be issued in respect of outstanding Shares common shares, or Shares common shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons so exercising the Option Options shall receive, for the aggregate price paid upon such exercise, receive the aggregate number and class of shares which, if the Shares common shares (as authorized at the date hereofof this Agreement) had been purchased at the date hereof of this Agreement for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereofSection 5 of this Agreement) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, reorganizations or liquidations; provided, however, that no fractional shares shall share be issued upon on any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to any share stock dividend, stock split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, spin-off, reorganization, liquidation or liquidation the like occurring after the date hereof, as a result of which shares of any class shall be issued in respect of outstanding Shares Common Stock or Shares shares of Common Stock shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which, if the Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereof) and had not been disposed of, such person or persons would be holding at the time of such exercise as a result of such purchase and all such share dividends, split-upsstock splits, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, spin-offs, reorganizations, liquidations or liquidationsthe like; provided, however, that no fractional shares shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares of any class shall be issued in respect of outstanding Common Shares or Common Shares shall be changed into the same or a different number of shares of the same or another class or classes, the following adjustment shall be made: The person or persons exercising the Option shall receive, for the aggregate price calculated and paid upon such exerciseexercise as provided in Sections 2 and 3 above, the aggregate number and class of shares which, if the Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereof) and had not been disposed of, which such person or persons would be holding at the time of such exercise exercise, as a result of such purchase and as a result of all such share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, or liquidations; provided, however, that no fractional shares share shall be issued upon any such exercise, and the number of shares subject to the Option and the aggregate price to be paid shall be appropriately reduced on account of any fractional share not issued. In no event The foregoing shall any adjustments be determined as if Common Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in Section 2 applicable at the date hereof), and had not been disposed of. No adjustment shall be made to in the Option minimum number of shares which may be purchased at any one time, as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporationfixed by Section 3 hereof.

Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to any share stock dividend, stock split-up, recapitalization, reclassification, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares of any class shall be issued in respect the Common Stock, or shares of outstanding Shares or Shares Common Stock shall be changed into the same or a different number of shares of the same or another class or of classes, the person or persons so exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which, if the Shares shares of Common Stock (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereof) and had not been disposed of, such person or persons would be holding at the time of such exercise as a result of such purchase and all such share stock dividends, stock split-ups, recapitalizationsrecapitalization, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, reorganizations or liquidations; provided, however, that no fractional shares share shall be issued upon any such exercise, and the any aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

Changes in Capital Structure. If all or any portion of the Option Options shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, reorganization or liquidation occurring after the date hereofof this Agreement, as a result of which shares of any class shall be issued in respect of outstanding Shares common shares, or Shares common shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons so exercising the Option Options shall receive, for the aggregate price paid upon such exercise, receive the aggregate number and class of shares which, if the Shares common shares (as authorized at the date hereofof this Agreement) had been purchased at the date hereof of this Agreement for the same aggregate price (on the basis of the price per share set forth in paragraph Section 2 hereofof this Agreement) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, reorganizations or liquidations; provided, however, that no fractional shares shall share be issued upon on any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, reorganization or liquidation occurring after the date hereofof this Agreement, as a result of which shares of any class shall be issued in respect of outstanding Shares common shares, or Shares common shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons so exercising the Option shall receive, for the aggregate price paid upon such exercise, receive the aggregate number and class of shares which, if the Shares common shares (as authorized at the date hereofof this Agreement) had been purchased at the date hereof of this Agreement for the same aggregate price (on the basis of the price per share set forth in paragraph Section 2 hereofof this Agreement) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, reorganizations or liquidations; provided, however, that no fractional shares shall share be issued upon on any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

Changes in Capital Structure. If all or any portion of the Option option shall be e exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, reorganization or liquidation occurring after the date hereofof this agreement, as a result of which shares of any class shall be issued in respect of outstanding Shares common shares, or Shares common shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons so exercising the Option shall receive, for the aggregate price paid upon such exercise, received the aggregate number and class of shares which, if the Shares common shares (as authorized at the date hereofof this agreement) had been purchased at the date hereof of this agreement for the same aggregate price (on the basis of the price per share set forth for the in paragraph 2 hereofSection Two of this agreement) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, reorganizations or liquidations; provided, however, that no fractional shares shall share be issued upon on any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to any share dividend, split-up, recapitalizationup reorganization, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares of any class shall be issued in respect of outstanding Common Shares or Common Shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons so exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which, if the Common Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereof) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividends, split-ups, recapitalizationsrecapitalization, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, or liquidations; provided, however, that no fractional shares share shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event No adjustment shall any adjustments be made to in the Option minimum number of shares which may be purchased at any one time, as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporationfixed by paragraph 3 hereof.

Changes in Capital Structure. If Subject to the provisions of Paragraph 8 of this Agreement, if all or any portion of the Option shall be exercised subsequent to after any share stock dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date hereofof this Agreement, as a result of which shares of any class shall be issued in respect of outstanding Shares shares of Common Stock, or Shares shares of Common Stock shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons exercising who exercises the Option shall receive, for the aggregate price paid upon such exerciseexercises, the aggregate number and class of shares which, if the Shares shares of Common Stock (as authorized at the date hereofof this Agreement) had been purchased at by the person as of the date hereof of this Agreement for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereofParagraph 2) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividendsdividend, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, or liquidations; , provided, however, that no fractional shares share shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on to account of for any fractional share not issued. In no event No adjustment shall any adjustments be made to in the Option minimum number of shares which may be purchased at any one time, as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporationfixed by Paragraph 3.

Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to any share Share dividend, split-split- up, recapitalization, merger, consolidation, combination or exchange of sharesShares, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares Shares of any class shall be issued in respect of outstanding Shares Shares, or Shares shall be changed into the same or a different number of shares Shares of the same or another class or classes, the person or persons so exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares Shares which, if the Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share Share set forth in paragraph 2 hereof) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share shared dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of sharesShares, separations, reorganizations, or liquidations; provided, however, that no fractional shares Share shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share Share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares of any class shall be issued in respect of outstanding Common Shares or Common Shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons so exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which, if the Common Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereofabove) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, or liquidations; provided, however, that no fractional shares share shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

Changes in Capital Structure. If Subject to the provisions of Paragraph 8 of this Agreement, if all or any portion of the Option shall be exercised subsequent to after any share stock dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date hereofof this Agreement, as a result of which shares of any class shall be issued in respect of outstanding Shares shares of Common Stock, or Shares shares of Common Stock shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons exercising who exercises the Option shall receive, for the aggregate price paid upon such exerciseexercises, the aggregate number and class of shares which, if the Shares shares of Common Stock (as authorized at the date hereofof this Agreement) had been purchased at by the person as of the date hereof of this Agreement for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereofParagraph 2) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividendsdividend, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, or liquidations; , provided, however, that no fractional shares share shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on to account of for any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

Changes in Capital Structure. If all or any portion of the Option option shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, reorganization or liquidation occurring after the date hereofof this agreement, as a result of which shares of any class shall be issued in respect of outstanding Shares common shares, or Shares common shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons so exercising the Option option shall receive, for the aggregate price paid upon such exercise, receive the aggregate number and class of shares which, if the Shares common shares (as authorized at the date hereofof this agreement) had been purchased at the date hereof of this agreement for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereofSection Two of this agreement) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, reorganizations or liquidations; provided, however, that no fractional shares shall share be issued upon on any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to after any share stock dividend, split-up, recapitalization, merger, consolidation, combination combination, or exchange of shares, separation, reorganization, or liquidation occurring after the date hereofof this Agreement, as a result of which shares of any class shall be issued in respect of outstanding Shares shares of Common Stock, or Shares shares of Common Stock shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons exercising who exercises the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which, if the Shares shares of Common Stock (as authorized at the date hereofof this Agreement) had been purchased at by the person as of the date hereof of this Agreement for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereof2) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase purchase, and all such share dividends, split-ups, recapitalizationsrecapitalization, mergers, consolidations, combinations combinations, or exchanges of shares, separations, reorganizations, or liquidations; provided, however, (a) that no fractional shares shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on to account of for any fractional share not issued. In , and (b) that no event adjustment shall any adjustments be made to the Option as a result of for cash dividends or the issuance or redemption to stockholders of securities of the Corporation rights to subscribe for cash or additional shares and other consideration, or upon the exercise of any conversion rights of any securities of the Corporationsecurities.

Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to any share Share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of sharesShares, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares Shares of any class shall be issued in respect of outstanding Shares Shares, or Shares shall be changed into the same or a different number of shares Shares of the same or another class or classes, the person or persons so exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares Shares which, if the Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share Share set forth in paragraph 2 hereof) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share Share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of sharesShares, separations, reorganizations, or liquidations; provided, however, that no fractional shares Shares shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share Share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

Changes in Capital Structure. If all or any portion of the Option Options shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date hereofof this Agreement, as a result of which shares of any class shall be issued in with respect of to outstanding Common Shares or Common Shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons so exercising the Option Options shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which, if the Common Shares (as authorized at the date hereofof this Agreement) had been purchased at the date hereof of this Agreement for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereofArticle "5" of this Agreement, as the case may be) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, or liquidations; provided, however, that no fractional shares share shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event No adjustment shall any adjustments be made to in the Option minimum number of shares which may be purchased at any one time, as a result fixed by Article "6" of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporationthis Agreement.

Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares of any class shall be issued in respect of outstanding Common Shares or Common Shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons so exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which, if the Common Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in paragraph Paragraph 2 hereof) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividends, split-split- ups, recapitalizationsrecapitalization, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, or liquidations; provided, however, that no fractional shares factional share shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event No adjustment shall any adjustments be made to in the Option minimum number of shares which may be purchased at any one time, as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporationfixed by paragraph 3 hereof.

Changes in Capital Structure. If all or any portion of the Option Options shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, reorganization or liquidation occurring after the date hereofof this Agreement, as a result of which shares of any class shall be issued in respect of outstanding Shares common shares, or Shares common shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons so exercising the Option Options shall receive, for the aggregate price paid upon such exercise, receive the aggregate number and class of shares which, if the Shares common shares (as authorized at the date hereofof this Agreement) had been purchased at the date hereof of this Agreement for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereofSection 1 of this Agreement) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, reorganizations or liquidations; provided, however, that no fractional shares shall share be issued upon on any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, reorganization or liquidation occurring after the date hereof, as a result of which shares of any class shall be issued in respect of outstanding Common Shares or Common Shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons so exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which, if the Common Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in paragraph Paragraph 2 hereof(a) hereinabove) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, or liquidations; provided, however, that no fractional shares shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share shares not issued. In no event No adjustment shall any adjustments be made to in the Option minimum number of shares which may be purchased at any one time, as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporationfixed by Paragraph 3 hereinabove.

Changes in Capital Structure. If all or any portion the capital stock of the Option shall be exercised subsequent to any share dividend, split-up, recapitalizationCorporation is changed by reason of a reorganization, merger, consolidation, combination recapitalization, reclassification, stock split, reverse stock split, stock dividend or exchange of sharesshares and the like, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares of any class appropriate equitable adjustments shall be issued made in respect of outstanding Shares or Shares shall be changed into (a) the same or a different number of shares of the same or another class or classes, the person or persons exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares whichof Common Stock subject to this option, if and (b) the Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis Exercise Price of the price per share set forth in paragraph 2 hereof) and had not been disposed of, such person or persons would be holding at the time of such exercise as a result of such purchase and all such share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, or liquidationsthis option; provided, however, that no fractional shares if fractions of a share would result from any such adjustment, the adjustment shall be issued upon revised to the next lower whole number of shares and any adjustment in the number of shares of Common Stock subject to this option shall apply proportionately to only the unexercised portion of such exercise, and the aggregate price paid option. Each such adjustment shall be appropriately reduced on account determined by the Board of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities Directors of the Corporation for cash or other consideration(the "Board") in good faith, which determination shall be final and binding on all persons. If the Corporation shall be reorganized, consolidated, or merged with another corporation, or if all or substantially all of the assets of the Corporation shall be sold or exchanged, Optionee shall at the time of issuance of the stock under such corporate event be entitled to receive upon the exercise of any conversion rights this option the same number and kind of shares of stock or the same amount of property, cash or securities as he would have been entitled to receive upon the occurrence of any securities such corporate event as if he had been, immediately prior to such event, the bolder of the Corporationnumber of shares covered by this option.

Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares of any class shall be issued in respect of outstanding Common Shares or Common Shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons so exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which, if the Common Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on price(on the basis of the price per share set forth in paragraph 2 hereof) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividends, split-split ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, or liquidations; provided, however, however that no fractional shares share shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event No adjustment shall any adjustments be made to in the Option minimum number of shares which may be purchased at any one time, as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporationfixed by paragraph 1.

Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares of any class shall be issued in respect of outstanding Shares Common Stares or Common Shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons so exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which, if the Common Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in paragraph Paragraph 2 hereof) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividends, split-ups, recapitalizationsrecapitalization, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, or liquidations; provided, however, that no fractional shares factional share shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event No adjustment shall any adjustments be made to in the Option minimum number of shares which may be purchased at any one time, as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporationfixed by paragraph 3 hereof.

Changes in Capital Structure. If all or any portion of the Option option shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, reorganization or liquidation occurring after the date hereofof this agreement, as a result of which shares of any class shall be issued in respect of outstanding Shares common shares, or Shares common shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons so exercising the Option option shall receive, for the aggregate price paid upon such exercise, receive the aggregate number and class of shares which, if the Shares common shares (as authorized at the date hereofof this agreement) had been purchased at the date hereof of this agreement for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereofSection Two of this agreement) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, reorganizations or liquidations; provided, however, that no fractional shares shall share be issued upon on any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.SECTION EIGHT

Changes in Capital Structure. If all or any portion of the Option ---------------------------- shall be exercised subsequent to any share stock dividend, stock split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, spin-off, reorganization, liquidation or liquidation the like occurring after the date hereof, as a result of which shares of any class shall be issued in respect of outstanding Shares Common Stock or Shares shares of Common Stock shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which, if the Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereof) and had not been disposed of, such person or persons would be holding at the time of such exercise as a result of such purchase and all such share dividends, split-upsstock splits, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, spin- offs, reorganizations, liquidations or liquidationsthe like; provided, however, that no -------- ------- fractional shares shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares of any class shall be issued in respect of outstanding Common Shares or Common Shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons so exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which, if the Common Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereof) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, or liquidations; provided, however, that no fractional shares share shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

Changes in Capital Structure. If all or any portion of the Option Options shall be exercised subsequent to any share dividend, share split-up, recapitalization, reclassification, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares of any class shall be issued in respect of outstanding Shares or Ordinary Shares shall be changed into the same or a different number of shares of the same or another class or of classes, the person or persons so exercising the Option Options shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which, as if the Ordinary Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in paragraph Section 2 hereof) and had not been disposed of, such person or persons would be holding at the time of such exercise as a result of such purchase and all such share dividends, share split-ups, recapitalizationsrecapitalization, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, reorganizations or liquidations; provided, however, that no fractional shares share shall be issued upon any such exercise, and the any aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.