Common use of Changes in Capitalization Clause in Contracts

Changes in Capitalization. Subject to any required action by the shareholders of the Company, the number of shares of Common Stock covered by each outstanding Option, and the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as the price per share of Common Stock covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, 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; 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, 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 an Option.

Changes in Capitalization. Subject to any required action by the shareholders stockholders of the Company, the number and class of shares Shares that may be delivered under this award of Common Restricted Stock covered by each outstanding Option, and the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as the price per share of Common Stock covered by each such outstanding Option, Units shall be proportionately adjusted in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under this Agreement for any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), spin-off, increase or decrease in the number of issued shares of Common Stock Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common StockShares, or any other increase or decrease in the number of issued shares of Common Stock Shares effected without receipt of consideration by the CompanyCompany or other change in the corporate structure of the Company affecting the Shares occurs; 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, 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 Shares subject to an Optionthis award.

Changes in Capitalization. Subject to any required action by the shareholders stockholders of the Company, the number of shares of Common Stock covered by each outstanding OptionAward, and the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Options Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an OptionAward, as well as the price per share of Common Stock covered by each such outstanding Option, Award and the 162(m) annual share issuance limits under Section 6(c) shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, 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; 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 BoardCompensation 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 an OptionAward.

Changes in Capitalization. Subject to any required action by the shareholders stockholders of the Company, the number of shares of Common Stock covered by each outstanding OptionAward, and the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Options Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an OptionAward, as well as the price per share of Common Stock covered by each such outstanding Option, Award shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, 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; 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 BoardCommittee, 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 an OptionAward.

Changes in Capitalization. Subject to any required action by the shareholders of the Company, the number of shares of Common Stock covered by each outstanding Option, and the number of shares of Common Stock which have been authorized for issuance under the Plan but as Restricted Shares subject to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as the price per share of Common Stock covered by each such outstanding Optionthis Agreement, shall be proportionately adjusted equitably adjusted, as determined by the Committee, for any increase or decrease change in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, spin-off, combination or reclassification of the Common Stock, or any other increase or decrease change in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that a conversion of any convertible securities of the Company, the issuance of Restricted Shares to any other employee of the Company or its subsidiaries, or the exchange by the Company of any Common Units of the Partnership (as defined in the Partnership Agreement) for shares of Common Stock shall not be deemed to have been "“effected without receipt of consideration." ” Such adjustment adjustment, if any, shall be made by the BoardCommittee, 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 Restricted Shares subject to an Optionthis Agreement.

Changes in Capitalization. Subject to any required action by the shareholders stockholders of the CompanyCompany or any other action required by applicable laws, the number of shares of Common Stock Shares covered by each outstanding Option, this Agreement and the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as the price per share Share of Common Stock covered by each such outstanding Option, the Shares (including the price referred to in Section 2(b) above) shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock the Company’s common stock resulting from a stock split, reverse stock split, stock dividend, combination combination, recapitalization or reclassification of the Common StockCompany’s common stock (including any change in the number of shares of the Company’s common stock effected in connection with a change of domicile of the Company), or any other increase or decrease in the number of issued shares of Common Stock the Company’s common stock effected without receipt of consideration by the Company; provided, however, 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, 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 an Optionthe Shares.

Changes in Capitalization. Subject to any required action by the shareholders of the CompanyCorporation, the number of shares of Common Stock Shares covered by each outstanding Option, and the number of shares of Common Stock Shares which have been authorized for issuance under the 1993 Plan but as to which no Options options have yet been granted or which have been returned to the 1993 Plan upon cancellation or expiration of an Optionoption, as well as the price per share of Common Stock Option Share covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common StockShares, or any other increase or decrease in the number of issued shares of Common Stock Shares effected without receipt of consideration by the CompanyCorporation; provided, however, that conversion of any convertible securities of the Company Corporation shall not be deemed to have been "effected without receipt of consideration." ". Such adjustment shall be made by the BoardBoard of Directors, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company Corporation 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 an OptionOption Shares.

Changes in Capitalization. Subject to any required action by the shareholders stockholders of the Company, the number of shares of Common Stock Shares covered by each outstanding Option, and the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as the price per share of Common Stock Share covered by each such outstanding the Option, shall may be proportionately adjusted for by the Board (in its sole discretion) in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Option, as the result of any increase or decrease in the number of issued shares of Common Stock Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock Shares effected without receipt of consideration by the CompanyCompany or any other change in the corporate structure of the Company affecting the Shares (including, without limitation, a spin-off); 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, 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 Shares subject to an the Option.