Common use of Mergers, Recapitalizations, Stock Splits, Etc Clause in Contracts

Mergers, Recapitalizations, Stock Splits, Etc. In the event of an increase or decrease in the number of shares of Common Stock resulting from a stock dividend, stock split, reverse split, 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 the Company, the Board shall adjust the number of shares of Stock covered by this Award to reflect such change. Additional shares which may become covered by this Award pursuant to such adjustment shall be subject to the same restrictions as are applicable to the Shares with respect to which the adjustment relates. Except as otherwise provided in Section 2(a), in the event of a Change of Control, the Board may provide that the Director shall receive, with respect to each share of Stock subject to this Award, as of the effective date of any such Change of Control, cash in an amount equal to the Fair Market Value of such Stock on the date immediately preceding the effective date of such Change of Control; provided that the Board may, in lieu of such cash payment, distribute to the Director shares of Common Stock of the Company or shares of stock of any corporation succeeding the Company by reason of such Change of Control, such shares having a value equal to the amount specified in this Section 3(c). The Board may restrict the rights of or the applicability of this Section 3(c) to the extent necessary to comply with the Internal Revenue Code or any other applicable law or regulation. The grant of this Award shall not limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge, exchange or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.