Common use of Corporate Proceedings of the Company Clause in Contracts

Corporate Proceedings of the Company. (a) The existence of the Option shall not affect in any way the right or power of the Company or its officers, directors and shareholders, as the case may be, to (i) make or authorize any adjustments, recapitalizations, reorganizations or other changes in the capital structure or business of the Company, (ii) participate in any merger or consolidation of the Company, (iii) issue any Common Stock, bonds, debentures, preferred or prior preference stock or any other securities affecting the Common Stock or the rights of holders thereof, (iv) dissolve or liquidate the Company, (v) sell or transfer all or any part of the assets or business of the Company, or (vi) perform any other corporate act or proceedings, whether of a similar character or otherwise. (b) If the Company merges into or with or consolidates with (such events collectively referred herein as a "Merger") any corporation or corporations or entity or entities and is not the surviving corporation, then the surviving corporation may assume the Option or substitute a new option of the surviving corporation for the Option; provided, however, that the excess of the aggregate fair market value of the securities subject to the Option immediately after such assumption, or the new option immediately after such substitution, over the aggregate exercise price of such shares must be, based upon a good faith determination by the Board of Directors of the Company, not less than the excess of the aggregate fair market value of the Common Stock subject to the Option immediately before such substitution or assumption over the aggregate exercise price of such Common Stock. (c) In the event that the surviving corporation does not utilize the provisions of (b) above, or in the event of a dissolution or liquidation of the Company, the Company shall cause written notice of such Merger or dissolution or liquidation (and the material terms and conditions thereof) to be delivered to the Optionee at least ten (10) days prior to the proposed effective date (the "Effective Date") of such event. The Optionee shall be entitled to exercise the Option until the Effective Date, or until the Expiration Date if earlier. To the extent that the Merger or liquidation is consummated after the Effective Date, the Option shall terminate and the Company shall have no further obligations of any type hereunder. The provisions of this paragraph shall not apply to any merger or reorganization, the principal purpose of which is to change the jurisdiction of the domicile of the Company. (d) If, while the Option is outstanding, the Company shall effect a subdivision or consolidation of the shares of Common Stock or other capital readjustment, the payment of a common stock dividend, or other increase or reduction of the number of shares of Common Stock outstanding, without receiving compensation therefor in money, services or property, then (i) in the event of an increase in the number of shares of Common Stock outstanding, the number of Shares shall be proportionately increased, and the per share exercise price shall be proportionately reduced, and (ii) in the event of a reduction in the number of shares of Common Stock outstanding, the number of Shares shall be proportionately reduced, and the per share exercise price shall be proportionately increased. No fractional share of Common Stock shall be issued upon any such exercised and the exercise price shall be appropriately reduced on account of any fractional share not issued. (e) The issuance by the Company of shares stock of any class of securities convertible into shares of stock of any class, including Common Stock, for cash, property, labor or services rendered, either upon direct sale or upon the exercise of rights, options, or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Shares or the exercise price thereof.

Corporate Proceedings of the Company. (a) a. The existence of the Option Options shall not affect in any way the right or power of the Company or its officers, directors and shareholders, as the case may be, to (i) make or authorize any adjustmentsadjustment, recapitalizationsrecapitalization, reorganizations reorganization or other changes change in the capital structure or business of the Company, (ii) participate in any merger or consolidation of the Company, (iii) issue any Common Stock, bonds, debentures, preferred or prior preference stock or any other securities affecting the Common Stock or the rights of holders thereof, (iv) dissolve or liquidate the Company, (v) sell or transfer all or any part of the assets or business of the Company, or (vi) perform any other corporate act or proceedings, whether of a similar character or otherwise. Provided however, that in the event that the Company takes any action identified in (i) above, the number of "Option Shares" granted pursuant to this paragraph 3(d) shall be adjusted accordingly to reflect such action, for any of the Option Shares not yet exercised. (b) b. If the Company merges into or with or consolidates with (such events collectively referred herein as a "Merger") any corporation or corporations or entity or entities and is not the surviving corporation, or the Company becomes a wholly-owned subsidiary of any corporation, then the surviving or parent corporation may must assume the Option Options, or substitute a new option options of the surviving or parent corporation for the Option; providedOptions, however, that the excess of the aggregate fair market having an equivalent value of the securities subject to the Option immediately after such assumption, or the new option immediately after such substitution, over the aggregate exercise price of such shares must be, based upon a good faith determination by the Board of Directors of the Company, not less than the excess of the aggregate fair market value of the Common Stock subject to the Option immediately before such substitution or assumption over the aggregate exercise price of such Common Stockand terms. (c) c. In the event that the surviving corporation does not utilize the provisions of (b) above, or in the event of a dissolution or liquidation of the Company, the Company shall cause written notice of such Merger or dissolution or liquidation (and the material terms and conditions thereof) to be delivered to the Optionee Executive at least ten (10) days prior to the proposed effective date (the "Effective Date") of such event. The Optionee Executive shall be entitled to exercise the Option Options until the Effective Date, or until the Expiration Date if earlier. To the extent that the Merger or liquidation is consummated after the Effective Date, the Option Options shall terminate and the Company shall have no further obligations of any type hereunder. The provisions of this and the preceding paragraph shall not apply to any merger or reorganization, the principal purpose of which is to change the jurisdiction of the domicile of the Company. (d) If, while the Option is outstanding, the Company shall effect a subdivision or consolidation of the shares of Common Stock or other capital readjustment, the payment of a common stock dividend, or other increase or reduction of the number of shares of Common Stock outstanding, without receiving compensation therefor in money, services or property, then (i) in the event of an increase in the number of shares of Common Stock outstanding, the number of Shares shall be proportionately increased, and the per share exercise price shall be proportionately reduced, and (ii) in the event of a reduction in the number of shares of Common Stock outstanding, the number of Shares shall be proportionately reduced, and the per share exercise price shall be proportionately increased. No fractional share of Common Stock shall be issued upon any such exercised and the exercise price shall be appropriately reduced on account of any fractional share not issued. (e) d. The issuance by the Company of shares of stock of any class of securities convertible into shares of stock of any class, including Common Stock, for cash, property, labor or services rendered, either upon direct sale or upon the exercise of rights, options, or warrants to subscribe therefortherefore, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Option Shares or the exercise price thereofExercise Price.

Corporate Proceedings of the Company. (a) The existence of the Option shall not affect in any way the right or power of the Company or its officers, directors and shareholders, as the case may be, to (i) make or authorize any adjustments, recapitalizations, reorganizations or other changes in the capital structure or business of the Company, (ii) participate in any merger or consolidation of the Company, (iii) issue any Common Stock, bonds, debentures, preferred or prior preference stock or any other securities affecting the Common Stock or the rights of holders thereof, (iv) dissolve or liquidate the Company, (v) sell or transfer all or any part of the assets or business of the Company, or (vi) perform any other corporate act or proceedings, whether of a similar character or otherwise. (b) If the Company merges into or with or consolidates with (such events collectively referred herein as a "Merger") any corporation or corporations or entity or entities and is not the surviving corporation, then the surviving corporation may assume the Option or substitute a new option of the surviving corporation for the Option; provided, however, that the excess of the aggregate fair market value of the securities subject to the Option immediately after such assumption, or the new option immediately after such substitution, over the aggregate exercise price of such shares must be, based upon a good faith determination by the Board of Directors of the Company, not less than the excess of the aggregate fair market value of the Common Stock subject to the Option immediately before such substitution or assumption over the aggregate exercise price of such Common Stock. (c) In the event that the surviving corporation does not utilize the provisions of (b) above, or in the event of a dissolution or liquidation of the Company, the Company shall cause written notice of such Merger or dissolution or liquidation (and the material terms and conditions thereof) to be delivered to the Optionee at least ten (10) days prior to the proposed effective date (the "Effective Date") of such event. The Optionee shall be entitled to exercise the option (as to all Option Shares whether or not the Option is then otherwise exercisable under Section 2) until the Effective Date, or until the Expiration Date Date, if earlier. To the extent that the Merger or liquidation is consummated after the Effective Date, the Option shall terminate and the Company shall have no further obligations of any type hereunder. The provisions of this paragraph shall not apply to any merger or reorganization, the principal purpose of which is to change the jurisdiction of the domicile of the Company. (d) If, while the Option is outstanding, the Company shall effect a subdivision or consolidation of the shares of Common Stock or other capital readjustment, the payment of a common stock dividend, or other increase or reduction of the number of shares of Common Stock outstanding, without receiving compensation therefor in money, services or property, then (i) in the event of an increase in the number of shares of Common Stock outstanding, the number of Shares shall be proportionately increased, and the per share exercise price shall be proportionately reduced, and (ii) in the event of a reduction in the number of shares of Common Stock outstanding, the number of Shares shall be proportionately reduced, and the per share exercise price shall be proportionately increased. No fractional share of Common Stock shall be issued upon any such exercised and the exercise price shall be appropriately reduced on account of any fractional share not issued. (e) The issuance by the Company of shares of stock of any class of securities convertible into shares of stock of any class, including Common Stock, for cash, property, labor or services rendered, either upon direct sale or upon the exercise of rights, options, or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Shares or the exercise price thereof.