Common use of Organic Change Clause in Contracts

Organic Change. Except as otherwise provided in this Plan, any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's assets or other transaction which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as an "Organic Change." Except as otherwise provided in this Plan, after the consummation of any Organic Change, each Participant holding Options shall thereafter have the right to acquire and receive upon exercise thereof, rather than the Option Shares immediately theretofore acquirable and receivable upon exercise of such Participant's Options, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of Option Shares immediately theretofore acquirable and receivable upon exercise of such Participant's Options had such Organic Change not taken place. Except as otherwise provided in this Plan, in any such case, the Company shall make appropriate provision with respect to such Participant's rights and interests to insure that the provisions hereof (including this Section 10) shall thereafter be applicable to the Options (including, in the case of any such Organic Change in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Exercise Price to the value for the Common Stock reflected by the terms of such Organic Change and a corresponding immediate adjustment in the number of Option Shares acquirable and receivable upon exercise of the Options, if the value so reflected is less than the Fair Market Value of the Common Stock in effect immediately prior to such Organic Change).

Organic Change. Except as otherwise provided in this Plan, any Any recapitalization, reorganization, reclassification, consolidation, merger, merger or sale of all or substantially all of the Company's ’s assets or other transaction liquidation of the Company which is effected in such a way that holders of Class A Common Stock Units (or any other type of equity securities subject to the Option) are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or (including cash) in exchange for Class A Common Stock Units (or such other type of equity securities subject to the Option) is referred to herein as an "“Organic Change." ” Except as otherwise provided in this Planherein, after the consummation of any Organic Change, each Participant holding Options the Option shall thereafter have the right to acquire and receive upon exercise thereofbe exercisable for, rather than the Option Shares applicable Units immediately theretofore acquirable and receivable upon exercise of such Participant's OptionsOption, such shares of stock, securities or assets (including cash) as may be issued or payable with respect to or in exchange for the number and class of Option Shares Units immediately theretofore acquirable and receivable upon exercise of such Participant's Options Option had such Organic Change not taken place. Except as otherwise provided in this PlanNotwithstanding the foregoing, in the event of any such caseproposed Organic Change or other transaction which would represent a Sale of the Company, the Company shall make appropriate provision with respect to such Participant's rights and interests to insure that may, in its discretion, terminate any or all of the provisions hereof (including this Section 10) shall thereafter be applicable Option by written notice to the Options (includingGrantee, in subject to the case payment, upon the consummation of any such Organic Change in which the successor entity or purchasing entity is other than Sale of the Company, an immediate adjustment by the Company to the Grantee of the Exercise Price difference, if any, between the consideration which the Grantee (to the value extent vested as of such Sale of the Company) would receive in such Sale of the Company for the Common Stock reflected by applicable Issued Units if such Grantee exercised the terms Option (to the extent vested as of such Organic Change and a corresponding immediate adjustment in the number of Option Shares acquirable and receivable upon exercise Sale of the Options, if the value so reflected is less than the Fair Market Value of the Common Stock in effect Company) immediately prior to such Organic ChangeSale of the Company and the Exercise Price of such Option (to the extent vested as of such Sale of the Company).