Dividends, Mergers, Etc. (a) In the event of a stock split or exchange, stock dividend, combination of shares, or any other similar change in the Common Stock of the Company as a whole ("Stock Event"), the Board of Directors of the Company shall make equitable, proportionate adjustments in the number and kind of shares covered by the Option and in the option price thereunder, as it deems necessary in order to preserve the Employee's proportionate interest in the Company and to maintain the aggregate option price.
(b) Upon the dissolution or liquidation of the Company, or upon the consummation of any merger, consolidation or other form of reorganization in which the Company is not the survivor, or upon the sale of all or substantially all of the Company's assets (the date of any such event being referred to herein as the "Transaction Date"), then the Option shall terminate at the close of business on the Transaction Date; provided, however, that any of the Option Shares not vested and exercisable on the Transaction Date shall become immediately vested and exercisable by Employee on the date immediately preceding the Transaction Date and Employee shall have the right to purchase all the Option Shares as of said date on the terms set forth in this Agreement by irrevocable written notice delivered to the Company.
Dividends, Mergers, Etc. In the event a Stock Reclassification Transaction (as hereafter defined) occurs after the date hereof but before the Option is exercised for all of the shares of Common Stock that are subject to the Option, then (and in the case of each such Stock Reclassification Transaction), upon the proper exercise of the Option at any time after the performance of the Stock Reclassification Transaction, the Consultant shall be entitled to receive, in lieu of the Common Stock transferable upon exercise of the Option before the Stock Reclassification Transaction, the number of shares of Common Stock and/or the amount of cash, securities, or other property to which the Consultant would have been entitled as a stockholder of the Company upon occurrence of the Stock Reclassification Transaction if the Consultant had exercised the Option immediately before the Stock Reclassification Transaction. For purposes of this Agreement, a "Stock Reclassification Transaction" means any one or more transactions in which the Company shall at any time (a) consolidate with or merge into any other person or entity and is not the continuing or surviving corporation of that consolidation or merger, (b) permit any other person or entity to consolidate with or merge into the Company with the Company being the continuing or surviving corporation and, in connection with that consolidation or merger, Common Stock of the Company is changed into or exchanged for cash, stock, or other securities or any other property, (c) transfer all or substantially all of its properties and assets to any other person or entity, (d) effect a capital reorganization or reclassification of Common Stock of the Company, (e) pay or make a dividend or other distribution on any class or series of capital stock of the Company in shares of Common Stock, (f) subdivide (by means of a stock split or otherwise) its outstanding shares of Common Stock into a larger number of shares, or (g) combine (by means of a reverse stock split or otherwise) its outstanding shares of Common Stock into a smaller number of shares.
Dividends, Mergers, Etc. In the event of a Share dividend, Share split or similar change in capitalization affecting the Shares, the Committee shall make appropriate adjustments in (i) the number and kind of shares of Stock or securities on which Awards may thereafter be granted, (ii) the number and kind of shares remaining subject to outstanding Awards, and (iii) the option or purchase price in respect of such shares.
Dividends, Mergers, Etc. (a) In the event of a stock split or exchange, stock dividend, combination of shares, or any other similar change in the Common Stock of the Company as a whole ("Stock Event"), the Board of Directors of the Company shall make equitable, proportionate adjustments in the number and kind of shares covered by Options granted prior to the Stock Event and in the option price thereunder, as it deems necessary. Notwithstanding the foregoing, the Board of Directors shall not be required to change the Option Rate after any Stock Event
(b) Upon the dissolution or liquidation of the Company, or upon the consummation of any merger, consolidation or other form of reorganization in which the Company is not the survivor, or upon the sale of all or substantially all of the Company's assets (the date of consummation of any such event being referred to herein as the "Transaction Date"), then the Options shall terminate at the close of business on the Transaction Date.
