Common use of Changes in Capitalization Clause in Contracts

Changes in Capitalization. Subject to any required action by the stockholders of Connetics, the number of shares of Common Stock covered by the Option as well as the Exercise Price shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by Connetics; provided, however, that conversion of any convertible securities of Connetics shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided in this Option Agreement, no issuance by Connetics 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 an Option.

Changes in Capitalization. Subject to any required action by the stockholders of Conneticsthe Company, the number of shares of Common Stock covered by the Option each outstanding Award, as well as the Exercise Price price per share of Common Stock covered by each such outstanding Award, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by Conneticsthe Company; provided, however, that conversion of any convertible securities of Connetics the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the BoardAdministrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided in this Option Agreementherein, no issuance by Connetics 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 an OptionAward.

Changes in Capitalization. Subject to any required action by the stockholders of Conneticsthe Company, the number of shares of Common Stock covered by the Option this Option, as well as the Exercise Price price per share of Common Stock covered by this Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by Conneticsthe Company; provided, however, that conversion of any convertible securities of Connetics the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided in this Option Agreementherein, no issuance by Connetics 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 an this Option.

Changes in Capitalization. Subject to any required action by the stockholders of Conneticsthe Company, the number of shares of Common Stock covered by the Option this Option, as well as the Exercise Price price per share of Common Stock covered by this Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by Conneticsthe Company; provided, however, that conversion of any convertible securities of Connetics the Company shall not be deemed to have been “"effected without receipt of consideration.” " Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided in this Option Agreementherein, no issuance by Connetics 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 an this Option.

Changes in Capitalization. Subject to any required action by the stockholders of Connetics, the The number of shares Shares of Common Stock common stock covered by the Option Option, as well as the Exercise Price 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 Shares of Common Stock common stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stockcommon stock, or any other increase or decrease in the number of issued shares Shares of Common Stock common stock effected without receipt of consideration by Conneticsthe Company; provided, however, that conversion of any convertible securities of Connetics the Company shall not be deemed to have been “"effected without receipt of consideration.” " Such adjustment shall be made by the Boardboard of directors of the Company, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided in this Option Agreementherein, no issuance by Connetics the Company of shares Shares of stock of any class, or securities convertible into shares 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 Shares of Common Stock common stock subject to an the Option.

Changes in Capitalization. Subject to any required action by the stockholders of Conneticsthe Company, the number of shares of Common Stock covered by the Option as well as and the per Share Exercise Price of 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, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by Conneticsthe Company; provided, however, that conversion of any convertible securities of Connetics the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided in this Option Agreementherein, no issuance by Connetics 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 an this Option.

Changes in Capitalization. Subject to any required action by the stockholders of Conneticsthe Company, the number of shares of Common Stock covered by the Option this Option, as well as the Exercise Price price per share of Common Stock covered by this Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by Conneticsthe Company; provided, however, that conversion of any convertible securities of Connetics the Company shall not be deemed to have been “effected without receipt of consideration.,” Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided in this Option Agreementherein, no issuance by Connetics 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 an this Option.

Changes in Capitalization. Subject to any required action by the stockholders of Conneticsthe Company, (i) the number and kind of shares of Common Stock Shares covered by the Option as well as this Option, and (ii) the Exercise Price Price, shall be proportionately adjusted for any increase or decrease in the number or kind of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by Conneticsthe Company; provided, however, that conversion of any convertible securities of Connetics the Company shall not be deemed to have been “"effected without receipt of consideration.” " Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided in this Option Agreementherein, no issuance by Connetics 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 an this Option.

Changes in Capitalization. Subject to any required action by the stockholders of Conneticsthe Company, the number of shares of Common Stock Shares covered by the this Option , as well as the Exercise Price price per Share covered by this 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, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock Shares effected without receipt of consideration by Conneticsthe Company; provided, however, that conversion of any convertible securities of Connetics the Company shall not be deemed to have been “"effected without receipt of consideration.” " Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided in this Option Agreementherein, no issuance by Connetics 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 an this Option.,

Changes in Capitalization. Subject to any required action by the stockholders of Connetics, the The number of shares of Common Stock covered by the Option Option, as well as the Exercise Price 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 resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by Conneticsthe Company; provided, however, that conversion of any convertible securities of Connetics the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided in this Option Agreementherein, no issuance by Connetics 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 an the Option.

Changes in Capitalization. Subject to any required action by the stockholders shareholders of Conneticsthe Company, the number of shares of Common Stock covered by this Option and the exercise price with respect to the Option as well as the Exercise Price shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by Conneticsthe Company; provided, however, that conversion of any convertible securities of Connetics the Company shall not be deemed to have been “effected without receipt of consideration.” . Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided in this Option Agreementherein, no issuance by Connetics 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 an this Option.

Changes in Capitalization. Subject to any required action by the stockholders shareholders of Conneticsthe Company, the number of shares of Common Stock covered by the Option as well as the Exercise Price 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 resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by Conneticsthe Company; provided, however, that conversion of any convertible securities of Connetics the Company shall not be deemed to have been “"effected without receipt of considerationconsider ation.” " Such adjustment shall be made by the BoardCommittee, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided in this Option Agreementherein, no issuance by Connetics 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 an Option.

Changes in Capitalization. Subject to any required action by the stockholders of Conneticsthe Company, the number of shares of Common Stock Shares covered by or underlying the Option Option, as well as the Exercise Price exercise price per Share of the Option shall be proportionately adjusted for extraordinary cash dividends and for any increase or decrease in the number of issued shares of Common Stock Shares resulting from a stock share split, reverse stock share split, stock share dividend, recapitalization, combination or reclassification of the Common StockShares, rights issues or any other increase or decrease in the number of issued shares of Common Stock Shares effected without receipt of consideration by Conneticsthe Company; provided, however, that conversion of any convertible securities of Connetics the Company shall not be deemed to have been “"effected without receipt of consideration.” " Such adjustment shall be made by the BoardAdministrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided in this Option Agreementherein, no issuance by Connetics 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 the Shares subject to an the Option.

Changes in Capitalization. Subject to any required action by the stockholders shareholders of Conneticsthe Company, the number of shares of Common Stock covered Restricted Shares subject to this Agreement, shall be equitably adjusted, as determined by the Option as well as the Exercise Price shall be proportionately adjusted Committee, for any increase or decrease change in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, spin-off, combination or reclassification of the Common Stock, or any other increase or decrease change in the number of issued shares of Common Stock effected without receipt of consideration by Conneticsthe Company; provided, however, that a conversion of any convertible securities of Connetics the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment adjustment, if any, shall be made by the BoardCommittee, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided in this Option Agreementherein, no issuance by Connetics 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 Restricted Shares subject to an Optionthis Agreement.

Changes in Capitalization. Subject to any required action by the stockholders shareholders of Conneticsthe Company, the Reserves, the maximum number of shares each participant may purchase each Purchase Period (pursuant to Section 7), as well as the price per share and the number of shares of Common Stock covered by each option under the Option as well as the Exercise Price Plan which has not yet been exercised shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by Conneticsthe Company; provided, however, that conversion of any convertible securities of Connetics the Company shall not be deemed to have been “"effected without receipt of consideration.” ". Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided in this Option Agreementherein, no issuance by Connetics 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 an Optionoption.

Changes in Capitalization. Subject to any required action by the stockholders of Connetics, the The number of shares Shares of Common Stock common stock covered by the Option Option, as well as the Exercise Price 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 Shares of Common Stock common stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stockcommon stock, or any other increase or decrease in the number of issued shares Shares of Common Stock common stock effected without receipt of consideration by Conneticsthe Company in a manner deemed equitable by the Company; provided, however, that conversion of any convertible securities of Connetics the Company shall not be deemed to have been “"effected without receipt of consideration.” " Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided in this Option Agreementherein, no issuance by Connetics the Company of shares Shares of stock of any class, or securities convertible into shares 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 Shares of Common Stock common stock subject to an the Option.