Common use of Adjustments Upon Changes in Capitalization Dissolution Merger or Asset Sale Clause in Contracts

Adjustments Upon Changes in Capitalization Dissolution Merger or Asset Sale. (a) Subject to any required action by the stockholders of the Company, the number of shares of Common Stock and class of securities covered by this Option, as well as the price per share of Common Stock covered by this Option and the vesting schedule, shall be proportionately adjusted (or a substituted option may be granted) for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off, split-up or other similar event 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; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board or its designated committee, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this Option.

Adjustments Upon Changes in Capitalization Dissolution Merger or Asset Sale. (a) Subject to any required action by the stockholders of the Company, the number of shares of Common Stock and class of securities covered by this Option, as well as the price per share of Common Stock covered by this Option and the vesting schedule, shall be proportionately adjusted (or a substituted option may be granted) for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off, split-up or other similar event 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; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board or its designated committeeBoard, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this Option.