Common use of ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC Clause in Contracts

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event (i) of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction or (ii) that any Rights issued by Issuer shall become exercisable, the type and number of shares or securities subject to the Option, and the Purchase Price therefor, shall be adjusted appropriately, and, in the case of any of the transactions described in clause (i) above, proper provision shall be made in the agreements governing such transaction so that Grantee shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7 (a), the number of shares of Issuer Common Stock subject to the option shall be adjusted so that, after such issuance, the Option, together with any shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or Previously issued pursuant to the option.

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event (i) of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction or (ii) that any Rights issued by Issuer shall become exercisabletransaction, the type and number of shares or securities subject to the Option, Option and the Purchase Price therefor, therefor shall be adjusted appropriately, and, in the case of any of the transactions described in clause (i) above, and proper provision shall be made in the agreements governing such transaction so that Grantee Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Grantee Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7 7(a) or pursuant to the conversion of any shares of Issuer's Cumulative Convertible Preferred Stock, Series A, par value $1.00 per share (a"Issuer Preferred Stock")), the number of shares of Issuer Common Stock subject to the option Option shall be adjusted so that, after such issuance, it, when added to the Option, together with any number of shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding plus the number of shares of Issuer Common Stock issuable upon conversion of all shares of Issuer Preferred Stock then issued and outstanding, without giving effect to any shares subject to or Previously issued pursuant to the optionOption.

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event (i) of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction or (ii) that any Rights issued by Issuer shall become exercisabletransaction, the type and number of shares or securities subject to the Option, and the Purchase Price therefor, Option shall be adjusted appropriately, and, in the case of any of the transactions described in clause (i) above, and proper provision shall be made in the agreements governing such transaction transaction, so that Grantee shall receive, receive upon exercise of the Option, Option and payment of the aggregate Purchase Price hereunder the number and class of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock if the Option had been exercised in full immediately prior to such event, or the record date therefor, as applicable. Whenever the number of shares of Issuer Common Stock purchasable upon exercise of the Option is adjusted as provided in this Section 6, the Purchase Price shall be adjusted by multiplying the Purchase Price by a fraction, the numerator of which shall be equal to the number of shares of Issuer Common Stock purchasable prior to the adjustment and the denominator of which shall be equal to the number of shares of Issuer Common Stock purchasable after the adjustment. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7 (a6(a) and other than in connection with the exercise of stock options of Issuer outstanding on the date hereof), the number of shares of Issuer Common Stock subject to the option Option shall be adjusted so that, after such issuance, the Option, together with any shares of Issuer Common Stock previously issued pursuant hereto, it equals 19.99.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or Previously issued pursuant to the optionOption.

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event (i) of any change in Issuer the Company Common Stock issued and outstanding by reason of a distribution, reclassification stock dividend, split-up (including a reverse stock split), split-upcombination, recapitalization, combination, exchange of shares or similar transaction or (ii) that any Rights issued by Issuer shall become exercisabletransaction, the type and number of shares or securities subject to the Option, and the Purchase Exercise Price therefor, shall be adjusted appropriately, and, in the case of any of the transactions described in clause (i) above, and proper provision shall be made in the agreements governing such transaction so that the Grantee shall receive, receive upon exercise of the Option, Option the same class and number and class of outstanding shares or other securities or property that Grantee would have received in respect upon exercise of Issuer Common Stock the Option if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If Without limiting the parties' relative rights and obligations under the Merger Agreement, if any additional shares of Issuer Company Common Stock are issued after the date of this Option Agreement (other than pursuant to an event described in the first sentence of this Section 7 (a6(a)), the number of shares of Issuer Company Common Stock then remaining subject to the option Option shall be adjusted so that, after such issuanceissuance of additional shares, such number of shares then remaining subject to the Option, together with any shares of Issuer Common Stock previously theretofore issued pursuant heretoto the Option, equals 19.9% of the number of shares of Issuer Company Common Stock then issued and outstanding, without giving effect to any shares subject to or Previously issued pursuant to the option.

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event (i) of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction or (ii) that any Rights issued by Issuer shall become exercisable, the type and number of shares or securities subject to the Option, and the Purchase Price therefor, shall be adjusted appropriately, and, in the case of any of the transactions described in clause (i) above, proper provision shall be made in the agreements governing such transaction so that Grantee shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7 (a7(a)), the number of shares of Issuer Common Stock subject to the option Option shall be adjusted so that, after such issuance, the Option, together with any shares of Issuer Common Stock previously issued pursuant hereto, equals 19.99.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or Previously previously issued pursuant to the optionOption.

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event (i) of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-split- up, recapitalization, combination, exchange of shares or similar transaction or (ii) that any Rights issued by Issuer shall become exercisabletransaction, the type and number of shares or securities subject to the Option, and the Purchase Price therefor, shall be adjusted appropriately, and, in the case of any of the transactions described in clause (i) above, and proper provision shall be made in the agreements governing such transaction so that Grantee Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Grantee Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7 (a7(a)), the number of shares of Issuer Common Stock subject to the option Option shall be adjusted adjusted, without any further action by or on behalf of the Issuer or Holder, so that, after such issuance, the Optionit, together with any shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or Previously issued pursuant to the optionOption.

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the ----------------------------------------------- event (i) of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction or (ii) that any Rights issued by Issuer shall become exercisable, the type and number of shares or securities subject to the Option, and the Purchase Price therefor, shall be adjusted appropriately, and, in the case of any of the transactions described in clause (i) above, proper provision shall be made in the agreements governing such transaction so that Grantee shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7 (a7(a)), the number of shares of Issuer Common Stock subject to the option Option shall be adjusted so that, after such issuance, the Option, together with any shares of Issuer Common Stock previously issued pursuant hereto, equals 19.99.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or Previously previously issued pursuant to the optionOption.

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event (i) of any change in the capital stock of Issuer Common Stock by reason of a any stock dividenddividends, stock splitsplits, split-upups, recapitalizationspin-offs, combinationrecapitalizations, exchange of shares recombinations, extraordinary dividends or similar transaction or (ii) that any Rights issued by Issuer shall become exercisablethe like, the type and number of shares or securities subject to the OptionOption Shares, and the Purchase Price thereforOption Price, as the case may be, shall be adjusted appropriately, and, in the case of any of the transactions described in clause (i) above, appropriately to reflect such event and proper provision shall be made in the agreements any agreement governing any such transaction so to provide for such adjustment and the full satisfaction of Issuer's obligations hereunder, provided, that Grantee in no event shall receive, upon exercise the number of shares of Common Stock of Issuer subject to the Option exceed 19.9% of the Option, the number and class of shares or other securities or property that Grantee would have received in respect of Common Stock of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after and outstanding on the date of this Agreement (other than pursuant to an exercise. For purposes of clarity, if any event or transaction described in the first sentence of this Section 7 (a)6(a) shall occur, the number Option Shares issuable upon exercise of shares the Option shall thereafter be the securities and other property which would have been receivable in respect of Issuer Common Stock subject the Option Shares which would have been issuable upon exercise of the Option immediately prior to the option such event or transaction. The Option Price shall be adjusted so that, after such issuance, that the Option, together with any shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% aggregate Option Price payable on full exercise of the number of shares of Issuer Common Stock then issued Option shall be identical before and outstanding, without giving effect to after any shares subject to such event or Previously issued pursuant to the optiontransaction.

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event (i) of any change in Issuer Common Stock Shares by reason of a stock dividendreclassification, recapitalization, stock split, split-up, recapitalization, combination, exchange of shares shares, stock dividend, dividend, dividend payable in any other securities, or any similar transaction or (ii) that any Rights issued by Issuer shall become exercisableevent, the type and number of shares Shares or securities subject to the Option, and the Purchase Price therefortherefor (including for purposes of repurchase thereof pursuant to Section 7), shall be adjusted appropriately, and, in the case of any of the transactions described in clause (i) above, and proper provision provisions shall be made in the agreements governing such transaction transaction, so that Grantee and Issuer each shall receive, receive upon exercise of the Option, Option the number and class of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock Shares if the Option had been exercised immediately prior to such event, event or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7 (aimmediately preceding sentence), the number of shares of Issuer Common Stock subject to the option Option shall be adjusted so that, after that immediately prior to such issuance, it equals 15% of the Option, together with any number of Shares then issued and outstanding. In no event shall the number of shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9subject to the Option exceed 15% of the number of shares of Issuer Common Stock then issued and outstanding, outstanding at the time of exercise (without giving effect to any shares subject to or Previously issued pursuant to the optionOption).

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event (i) of any change in Issuer Common Stock the Company Ordinary Shares by reason of a stock dividend, stock split, split-up, combination, recapitalization, combinationamalgamation, conversion, liquidation, exchange of shares or similar transaction or (ii) that any Rights issued by Issuer shall become exercisabletransaction, the type and number of shares or securities subject to the Option, and the Purchase Exercise STOCK OPTION AGREEMENT -3- 4 Price therefor, shall be adjusted appropriately, and, in the case of any of the transactions described in clause (i) above, proper provision shall be made in the agreements governing such transaction appropriately so that the Grantee shall receive, receive upon exercise of the Option, Option the same class and number and class of outstanding shares or other securities or property that Grantee would have received in respect of Issuer Common Stock the Company Ordinary Shares if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. In the event that the Shareholder shall or become entitled to receive any securities or property from the Company or any of its subsidiaries by reason of being a record holder of the Option Shares (other than pursuant to an event described in the first sentence of Section 6), then upon exercise of this Option, Grantee shall be entitled to receive from the Shareholder, in addition to the Option Shares subject to such exercise, any such securities or property with respect to such Option Shares. If any additional shares of Issuer Common Stock Company Ordinary Shares are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7 (a6), the number of shares of Issuer Common Stock Company Ordinary Shares then remaining subject to the option Option shall be adjusted so that, after such issuanceissuance of additional shares, such number of shares then remaining subject to the Option, together with any shares of Issuer Common Stock previously theretofore issued pursuant heretoto the Option, equals 19.910% of the number of shares of Issuer Common Stock Company Ordinary Shares then issued and outstanding, without giving effect to any shares subject to or Previously issued pursuant to the option.

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event (i) of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction or (ii) that any Rights issued by Issuer shall become exercisable, the type and number of shares or securities subject to the Option, and the Purchase Price therefor, shall be adjusted appropriately, and, in the case of any of the transactions described in clause (i) above, proper provision shall be made in the agreements governing such transaction so that Grantee shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock or any shares of Class B Common Stock, par value $.01 per share, of Grantee (the "Class B Common Stock") are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7 (a7(a)), the number of shares of Issuer Common Stock subject to the option Option shall be adjusted so that, after such issuance, the Option, together with any shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the total number of shares of Issuer Common Stock and Class B Common Stock then issued and outstanding, without giving effect to any shares subject to or Previously previously issued pursuant to the optionOption.

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event (i) of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction or (ii) that any Rights issued by Issuer shall become exercisabletransaction, the type and number of shares or securities subject to the Option, and the Purchase Price therefor, shall be adjusted appropriately, and, in the case of any of the transactions described in clause (i) above, and proper provision shall be made in the agreements governing such transaction so that Grantee shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7 (a7(a)), the number of shares of Issuer Common Stock subject to the option Option shall be adjusted so that, after such issuance, the Optionit, together with any shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or Previously issued pursuant to the optionOption.