Common use of Dilution and Other Adjustments Clause in Contracts

Dilution and Other Adjustments. recapitalization is to be effected through an increase in the par value of the Common Stock without an increase in the number of authorized shares and such new par value will exceed the Exercise Price hereunder, the Company shall notify you of such proposed recapitalization, and you shall then have the right, exercisable at any time prior to such recapitalization becoming effective, to purchase all of the Optioned Shares not theretofore purchased by you (anything in Section 1 hereof to the contrary notwithstanding), but if you fail to exercise such right before such recapitalization becomes effective, the Exercise Price hereunder shall be appropriately adjusted. Upon dissolution or liquidation of the Company, the Option shall terminate, but you (if at the time you are a director or employee of the Company or a subsidiary of the Company) shall have the right, immediately prior to such dissolution or liquidation, to purchase all or any portion of the Optioned Shares not theretofore purchased by you. No adjustment provided for in this Section 9 shall apply to any Optioned Shares purchased prior to the effective date of such adjustment. No fraction of a share or fractional shares shall be purchasable or deliverable under this Agreement, but in the event any adjustment hereunder of the number of Optioned Shares shall cause such number to include a fraction of a share, such fraction shall be adjusted to the nearest smaller whole number of shares.

Dilution and Other Adjustments. In the event of any stock dividend ------------------------------- payable in Common Stock or any split-up or contraction in the number of shares of Common Stock occurring after the date of this Agreement and prior to the exercise in full of the Option, the number of shares for which the Option may thereafter be exercised and the Exercise Price shall be proportionately adjusted. In the case of any reclassification or change of outstanding shares of the Common Stock or in case of any consolidation or merger of the Company with or into another company or in case of any sale or conveyance to another company or entity of the property of the Company as a whole or substantially as a whole, you shall, upon exercise of the Option, be entitled to receive shares of stock or other securities in its place equivalent in kind and value to those shares which you would have received if you had exercised the Option in full immediately prior to such reclassification, change, consolidation, merger, sale or conveyance and had continued to hold the Optioned Shares (together with all other shares, stock and securities thereafter issued in respect thereof) to the time of the exercise of the Option; provided, that if any recapitalization is to be effected through an increase in the par value of the Common Stock without an increase in the number of authorized shares and such new par value will exceed the Exercise Price hereunder, the Company shall notify you of such proposed recapitalization, and you shall then have the right, exercisable at any time prior to such recapitalization becoming effective, to purchase all of the Optioned Shares not theretofore purchased by you (anything in Section 1 hereof to the contrary notwithstanding), but if you fail to exercise such right before such recapitalization becomes effective, the Exercise Price hereunder shall be appropriately adjusted. Upon dissolution or liquidation of the Company, the Option shall terminate, but you (if at the time you are a director or employee of the Company or a subsidiary of the Company) shall have the right, immediately prior to such dissolution or liquidation, to purchase all or any portion of the Optioned Shares not theretofore purchased by you. No adjustment provided for in this Section 9 shall apply to any Optioned Shares purchased prior to the effective date of such adjustment. No fraction of a share or fractional shares shall be purchasable or deliverable under this Agreement, but in the event any adjustment hereunder of the number of Optioned Shares shall cause such number to include a fraction of a share, such fraction shall be adjusted to the nearest smaller whole number of shares.

Dilution and Other Adjustments. recapitalization is to be effected through an increase in the par value of the Common Stock without an increase in the number of authorized shares and such new par value will exceed the Exercise Price hereunder, the Company shall notify you of such proposed recapitalization, and you shall then have the right, exercisable at any time prior to such recapitalization becoming effective, to purchase all of the Optioned Shares not theretofore purchased by you (anything in Section 1 hereof to the contrary notwithstanding), but if you fail to exercise such right before such recapitalization becomes effective, the Exercise Price hereunder shall be appropriately adjusted. Upon dissolution or liquidation of the Company, the Option shall terminate, terminate but you (if at the time you are a director or employee of the Company or a subsidiary of the Company) shall have the right, immediately prior to such dissolution or liquidation, to purchase all or any portion of the Optioned Shares not theretofore purchased by you. No adjustment provided for in this Section 9 shall apply to any Optioned Shares purchased prior to the effective date of such adjustment. No fraction of a share or fractional shares shall be purchasable or deliverable under this Agreement, but in the event any adjustment hereunder of the number of Optioned Shares shall cause such number to include a fraction of a share, such fraction shall be adjusted to the nearest smaller whole number of shares.

Dilution and Other Adjustments. In the event of any stock ------------------------------ recapitalization is to be effected through an increase in the par value of the Common Stock without an increase in the number of authorized shares and such new par value will exceed the Exercise Price hereunder, the Company shall notify you of such proposed recapitalization, and you shall then have the right, exercisable at any time prior to such recapitalization becoming effective, to purchase all of the Optioned Shares not theretofore purchased by you (anything in Section 1 hereof to the contrary notwithstanding), but if you fail to exercise such right before such recapitalization becomes effective, the Exercise Price hereunder shall be appropriately adjusted. Upon dissolution or liquidation of the Company, the Option shall terminate, but you (if at the time you are a director or employee of the Company or a subsidiary of the Company) shall have the right, immediately prior to such dissolution or liquidation, to purchase all or any portion of the Optioned Shares not theretofore purchased by you. No adjustment provided for in this Section 9 shall apply to any Optioned Shares purchased prior to the effective date of such adjustment. No fraction of a share or fractional shares shall be purchasable or deliverable under this Agreement, but in the event any adjustment hereunder of the number of Optioned Shares shall cause such number to include a fraction of a share, such fraction shall be adjusted to the nearest smaller whole number of shares.

Dilution and Other Adjustments. In the event of any stock dividend ------------------------------ payable in Common Stock or any split-up or contraction in the number of shares of Common Stock occurring after the date of this Agreement and prior to the exercise in full of the Option, the number of shares for which the Option may thereafter be exercised and the Exercise Price shall be proportionately adjusted. In the case of any reclassification or change of outstanding shares of the Common Stock or in case of any consolidation or merger of the Company with or into another company or in case of any sale or conveyance to another company or entity of the property of the Company as a whole or substantially as a whole, you shall, upon exercise of the Option, be entitled to receive shares of stock or other securities in its place equivalent in kind and value to those shares which you would have received if you had exercised the Option in full immediately prior to such reclassification, change, consolidation, merger, sale or conveyance and had continued to hold the Optioned Shares (together with all other shares, stock and securities thereafter issued in respect thereof) to the time of the exercise of the Option; provided, that if any recapitalization is to be effected through an increase in the par value of the Common Stock without an increase in the number of authorized shares and such new par value will exceed the Exercise Price hereunder, the Company shall notify you of such proposed recapitalization, and you shall then have the right, exercisable at any time prior to such recapitalization becoming effective, to purchase all of the Optioned Shares not theretofore purchased by you (anything in Section 1 hereof to the contrary notwithstanding), but if you fail to exercise such right before such recapitalization becomes effective, the Exercise Price hereunder shall be appropriately adjusted. Upon dissolution or liquidation of the Company, the Option shall terminate, but you (if at the time you are a director or employee of the Company or a subsidiary of the Company) shall have the right, immediately prior to such dissolution or liquidation, to purchase all or any portion of the Optioned Shares not theretofore purchased by you. No adjustment provided for in this Section 9 shall apply to any Optioned Shares purchased prior to the effective date of such adjustment. No fraction of a share or fractional shares shall be purchasable or deliverable under this Agreement, but in the event any adjustment hereunder of the number of Optioned Shares shall cause such number to include a fraction of a share, such fraction shall be adjusted to the nearest smaller whole number of shares.

Dilution and Other Adjustments. In the event of any stock dividend ------------------------------ payable in Common Stock or any split-up or contraction in the number of shares of Common Stock occurring after the date of this Agreement and prior to the exercise in full of the Option, the number of shares for which the Option may thereafter be exercised and the Exercise Price shall be proportionately adjusted. In the case of any reclassification or change of outstanding shares of the Common Stock or in case of any consolidation or merger of the Company with or into another company or in case of any sale or conveyance to another company or entity of the property of the Company as a whole or substantially as a whole, you shall, upon exercise of the Option, be entitled to receive shares of stock or other securities in its place equivalent in kind and value to those shares which you would have received if you had exercised the Option in full immediately prior to such reclassification, change, consolidation, merger, sale or conveyance and had continued to hold the Optioned Shares (together with all other shares, stock and securities thereafter issued in respect thereof) to the time of the exercise of the Option; provided, that if any recapitalization is to be effected through an increase in -------- the par value of the Common Stock without an increase in the number of authorized shares and such new par value will exceed the Exercise Price hereunder, the Company shall notify you of such proposed recapitalization, and you shall then have the right, exercisable at any time prior to such recapitalization becoming effective, to purchase all of the Optioned Shares not theretofore purchased by you (anything in Section 1 hereof to the contrary notwithstanding), but if you fail to exercise such right before such recapitalization becomes effective, the Exercise Price hereunder shall be appropriately adjusted. Upon dissolution or liquidation of the Company, the Option shall terminate, but you (if at the time you are a director or employee of the Company or a subsidiary of the Company) shall have the right, immediately prior to such dissolution or liquidation, to purchase all or any portion of the Optioned Shares not theretofore purchased by you. No adjustment provided for in this Section 9 shall apply to any Optioned Shares purchased prior to the effective date of such adjustment. No fraction of a share or fractional shares shall be purchasable or deliverable under this Agreement, but in the event any adjustment hereunder of the number of Optioned Shares shall cause such number to include a fraction of a share, such fraction shall be adjusted to the nearest smaller whole number of shares.

Dilution and Other Adjustments. In the event of any stock ------------------------------ dividend payable in Common stock or any split-up or contraction in the number of shares of Common Stock occurring after the date of this Agreement and prior to the exercise in full of the Option, the number of shares for which the Option may thereafter be exercised and the Exercise Price shall be proportionately adjusted. In the case of any reclassification or change of outstanding shares of the Common Stock or in case of any consolidation or merger of the Company with or into another company or in case of any sale or conveyance to another company or entity of the property of the Company as a whole or substantially as a whole, you shall, upon exercise of the Option, be entitled to receive shares of stock or other securities in its place equivalent in kind and value to those shares which you would have received if you had exercised the Option in full immediately prior to such reclassification, change, consolidation, merger, sale or conveyance and had continued to hold the Optioned Shares (together with all other shares, stock and securities thereafter issued in respect thereof) to the time of the exercise of the Option; provided, that if any recapitalization is to be effected through an increase in the par value of the Common Stock without an increase in the number of authorized shares and such new par value will exceed the Exercise Price hereunder, the Company shall notify you of such proposed recapitalization, and you shall then have the right, exercisable at any time prior to such recapitalization becoming effective, to purchase all of the Optioned Shares not theretofore purchased by you (anything in Section 1 hereof to the contrary notwithstanding), but if you fail to exercise such right before such recapitalization becomes effective, the Exercise Price hereunder shall be appropriately adjusted. Upon dissolution or liquidation of the Company, the Option shall terminate, but you (if at the time you are a director or employee of the Company or a subsidiary of the Company) shall have the right, immediately prior to such dissolution or liquidation, to purchase all or any portion of the Optioned Shares not theretofore purchased by you. No adjustment provided for in this Section 9 shall apply to any Optioned Shares purchased prior to the effective date of such adjustment. No fraction of a share or fractional shares shall be purchasable or deliverable under this Agreement, but in the event any adjustment hereunder of the number of Optioned Shares shall cause such number to include a fraction of a share, such fraction shall be adjusted to the nearest smaller whole number of shares.

Dilution and Other Adjustments. In the event of any stock dividend payable in Common Stock or any split-up or contraction in the number of shares of Common Stock occurring after the date of this Agreement and prior to the exercise in full of the Option, the number of shares for which the Option may thereafter be exercised and the Exercise Price shall be proportionately adjusted. In the case of any reclassification or change of outstanding shares of the Common Stock or in case of any consolidation or merger of the Company with or into another company or in case of any sale or conveyance to another company or entity of the property of the Company as a whole or substantially as a whole, you shall, upon exercise of the Option, be entitled to receive shares of stock or other securities in its place equivalent in kind and value to those shares which you would have received if you had exercised the Option in full immediately prior to such reclassification, change, consolidation, merger, sale or conveyance and had continued to hold the Optioned Shares (together with all other shares, stock and securities thereafter issued in respect thereof) to the time of the exercise of the Option; provided, that if any recapitalization is to be effected through an increase in the par value of the Common Stock without an increase in the number of authorized shares and such new par value will exceed the Exercise Price hereunder, the Company shall notify you of such proposed recapitalization, and you shall then have the right, exercisable at any time prior to such recapitalization becoming effective, to purchase all of the Optioned Shares not theretofore purchased by you (anything in Section 1 hereof to the contrary notwithstanding), but if you fail to exercise such right before such recapitalization becomes effective, the Exercise Price hereunder shall be appropriately adjusted. Upon dissolution or liquidation of the Company, the Option shall terminate, but you (if at the time you are a director or employee of the Company or a subsidiary of the Company) shall have the right, immediately prior to such dissolution or liquidation, to purchase all or any portion of the Optioned Shares not theretofore purchased by you. No adjustment provided for in this Section 9 8 shall apply to any Optioned Shares purchased prior to the effective date of such adjustment. No fraction of a share or fractional shares shall be purchasable or deliverable under this Agreement, but in the event any adjustment hereunder of the number of Optioned Shares shall cause such number to include a fraction of a share, such fraction shall be adjusted to the nearest smaller whole number of shares.

Dilution and Other Adjustments. In the event of any stock dividend payable ------------------------------ in Common Stock or any split-up or contraction in the number of shares of Common Stock occurring after the date of this Agreement and prior to the exercise in full of the Option, the number of shares for which the Option may thereafter be exercised and the Exercise Price shall be proportionately adjusted. In the case of any reclassification or change of outstanding shares of the Common Stock or in case of any consolidation or merger of the Company with or into another company or in case of any sale or conveyance to another company or entity of the property of the Company as a whole or substantially as a whole, you shall, upon exercise of the Option, be entitled to receive shares of stock or other securities in its place equivalent in kind and value to those shares which you would have received if you had exercised the Option in full immediately prior to such reclassification, change, consolidation, merger, sale or conveyance and had continued to hold the Optioned Shares (together with all other shares, stock and securities thereafter issued in respect thereof) to the time of the exercise of the Option; provided, that if any recapitalization is to be effected through an increase in -------- the par value of the Common Stock without an increase in the number of authorized shares and such new par value will exceed the Exercise Price hereunder, the Company shall notify you of such proposed recapitalization, and you shall then have the right, exercisable at any time prior to such recapitalization becoming effective, to purchase all of the Optioned Shares not theretofore purchased by you (anything in Section 1 hereof to the contrary notwithstanding), but if you fail to exercise such right before such recapitalization becomes effective, the Exercise Price hereunder shall be appropriately adjusted. Upon dissolution or liquidation of the Company, the Option shall terminate, but you (if at the time you are a director or employee of the Company or a subsidiary of the Company) shall have the right, immediately prior to such dissolution or liquidation, to purchase all or any portion of the Optioned Shares not theretofore purchased by you. No adjustment provided for in this Section 9 shall apply to any Optioned Shares purchased prior to the effective date of such adjustment. No fraction of a share or fractional shares shall be purchasable or deliverable under this Agreement, but in the event any adjustment hereunder of the number of Optioned Shares shall cause such number to include a fraction of a share, such fraction shall be adjusted to the nearest smaller whole number of shares.