Common use of Changes in the Company’s Capital Structure Clause in Contracts

Changes in the Company’s Capital Structure. The existence of outstanding options shall not affect in any way the right or ability of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Shares or the rights hereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business or substantially all of the outstanding stock of the Company, or any other corporate act or proceeding, whether of a similar character or otherwise. If the Company shall effect a subdivision, consolidation or reclassification of shares or other capital readjustment or recapitalization, the payment of a stock dividend, or other increase or reduction of the number of shares of the voting shares outstanding, without receiving compensation therefor in money, services or property, then the number, class, and per share price of Common Shares shall be appropriately adjusted in such a manner as to entitle an Optionee to receive upon exercise of an option, for the same aggregate cash consideration, the same total number and class of shares as he would have received as a result of the event requiring the adjustment. If the Company is merged into or consolidated with another corporation, regardless of whether or not the Company is the surviving corporation, or if the Company is liquidated, or sells or otherwise disposes of substantially all of its assets or substantially all of the stock of the Company while this option remains outstanding, unless the Board determines otherwise, all outstanding options shall expire as of the effective date of any such merger, consolidation, liquidation, sale, or other disposition, provided that (x) notice of such merger, consolidation, liquidation, sale or other disposition shall be given to such Optionee at least 30 days prior to the effective date of such merger, consolidation, liquidation, sale or other disposition and (y) an Optionee shall have the right to exercise an option to the extent that the same is then exercisable during the 30 day period preceding the effective date of such merger, consolidation, liquidation, sale or other disposition. Except as hereinbefore expressly provided, the issue by the Company of shares of stock of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Common Shares then subject to outstanding options.

Changes in the Company’s Capital Structure. The existence of outstanding options Options shall not affect in any way the right or ability power of the Company or its stockholders to make or authorize any or and all adjustments, recapitalizations, reorganizations or other changes in the Company's ’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Shares Stock or the rights hereofits rights, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business or substantially all of the outstanding stock of the Companybusiness, or any other corporate act or proceeding, whether of a similar character or otherwise. If the Company shall effect a subdivision, subdivision or consolidation or reclassification of shares or other capital readjustment or recapitalizationreadjustment, the payment of a stock dividend, or other increase or reduction of the number of shares of the voting shares Stock outstanding, without receiving compensation therefor for it in money, services or property, then the number, class, and per share price of Common Shares shares of Stock subject to the Option shall be appropriately adjusted in such a manner so as to entitle an Optionee to receive upon exercise of an optionthe Option, for the same aggregate cash consideration, the same equivalent total number and class of shares as he Optionee would have received as a result of had Optionee exercised his Option in full immediately prior to the event requiring the adjustment. If while the Option remains outstanding and unexercised (i) the Company is merged into shall not be the surviving entity in any merger, consolidation or consolidated with another corporation, regardless other reorganization (or survives only as a subsidiary of whether an entity other EXECUTION COPY than an entity that was directly or not indirectly wholly-owned by the Company is the surviving corporationimmediately prior to such merger, consolidation or if other reorganization), (ii) the Company is liquidatedsells, leases or sells exchanges or otherwise disposes of agrees to sell, lease or exchange all or substantially all of its assets to any other person or substantially all entity (other than an entity that is wholly-owned by the Company), (iii) the Company is to be dissolved, or (iv) the Company is a party to any other corporate transaction (as defined under section 424(a) of the stock Code and applicable U.S. Treasury Regulations) that is not described in clauses (i), (ii) or (iii) of the Company while this option remains outstandingsentence (each such event is referred to herein as a “Corporate Change”), unless the Board determines otherwise, all outstanding options shall expire as of the effective date of any such merger, consolidation, liquidation, sale, or other disposition, provided that then (x) notice except as otherwise expressly provided in this Agreement or as a result of such mergerthe effectuation of one or more of the alternatives described below, consolidation, liquidation, sale or other disposition there shall be given to such Optionee no acceleration of the time at least 30 days prior to which the effective date of such mergerOption then outstanding may be exercised, consolidation, liquidation, sale or other disposition and (y) an Optionee shall have no later than ten (10) days after the right to exercise an option to approval by the extent that the same is then exercisable during the 30 day period preceding the effective date stockholders of such merger, consolidation, liquidation, sale or other disposition. Except as hereinbefore expressly provided, the issue by the Company of shares such Corporate Change, the Board or the Committee, acting in their sole and absolute discretion without the consent or approval of stock of any classOptionee, for cash shall act to effect one or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations more of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Common Shares then subject to outstanding options.following alternatives:

Changes in the Company’s Capital Structure. The existence of outstanding options Options shall not affect in any way the right or ability power of the Company or its stockholders to make or authorize any or and all adjustments, recapitalizations, reorganizations or other changes in the Company's ’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Shares Stock or the rights hereofits rights, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business or substantially all of the outstanding stock of the Companybusiness, or any other corporate act or proceeding, whether of a similar character or otherwise. If the Company shall effect a subdivision, subdivision or consolidation or reclassification of shares or other capital readjustment or recapitalizationreadjustment, the payment of a stock dividend, or other increase or reduction of the number of shares of the voting shares Stock outstanding, without receiving compensation therefor for it in money, services or property, then the number, class, and per share price of Common Shares shares of Stock subject to the Option shall be appropriately adjusted in such a manner so as to entitle an Optionee Employee to receive upon exercise of an optionthe Option, for the same aggregate cash consideration, the same equivalent total number and class of shares as he Employee would have received as a result of had Employee exercised his Option in full immediately prior to the event requiring the adjustment. If while the Option remains outstanding and unexercised (i) the Company is merged into shall not be the surviving entity in any merger, consolidation or consolidated with another corporation, regardless other reorganization (or survives only as a subsidiary of whether an entity other than an entity that was directly or not indirectly wholly-owned by the Company is the surviving corporationimmediately prior to such merger, consolidation or if other reorganization), (ii) the Company is liquidatedsells, leases or sells exchanges or otherwise disposes of agrees to sell, lease or exchange all or substantially all of its assets to any other person or substantially all entity (other than an entity that is wholly-owned by the Company), (iii) the Company is to be dissolved, or (iv) the Company is a party to any other corporate transaction (as defined under section 424(a) of the stock Code and applicable U.S. Treasury Regulations) that is not described in clauses (i), (ii) or (iii) of the Company while this option remains outstandingsentence (each such event is referred to herein as a “Corporate Change”), unless the Board determines otherwise, all outstanding options shall expire as of the effective date of any such merger, consolidation, liquidation, sale, or other disposition, provided that then (x) notice except as otherwise expressly provided in this Agreement or as a result of such mergerthe effectuation of one or more of the alternatives described below, consolidation, liquidation, sale or other disposition there shall be given to such Optionee no acceleration of the time at least 30 days prior to which the effective date of such mergerOption then outstanding may be exercised, consolidation, liquidation, sale or other disposition and (y) an Optionee shall have no later than ten (10) days after the right to exercise an option to approval by the extent that the same is then exercisable during the 30 day period preceding the effective date stockholders of such merger, consolidation, liquidation, sale or other disposition. Except as hereinbefore expressly provided, the issue by the Company of shares such Corporate Change, the Board or the Committee, acting in their sole and absolute discretion without the consent or approval of stock of any classEmployee, for cash shall act to effect one or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations more of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Common Shares then subject to outstanding options.following alternatives:

Changes in the Company’s Capital Structure. The existence of outstanding options Options shall not affect in any way the right or ability power of the Company or its stockholders to make or authorize any or and all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Shares Stock or the rights hereofits rights, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business or substantially all of the outstanding stock of the Companybusiness, or any other corporate act or proceeding, whether of a similar character or otherwise. If the Company shall effect a subdivision, subdivision or consolidation or reclassification of shares or other capital readjustment or recapitalizationreadjustment, the payment of a stock dividend, or other increase or reduction of the number of shares of the voting shares Stock outstanding, without receiving compensation therefor for it in money, services or property, then the number, class, and per share price of Common Shares shares of Stock subject to the Option shall be appropriately adjusted in such a manner so as to entitle an Optionee to receive upon exercise of an optionthe Option, for the same aggregate cash consideration, the same equivalent total number and class of shares as he Optionee would have received as a result of had Optionee exercised his Option in full immediately prior to the event requiring the adjustment. If while the Option remains outstanding and unexercised (i) the Company is merged into shall not be the surviving entity in any merger, consolidation or consolidated with another corporation, regardless other reorganization (or survives only as a subsidiary of whether an entity other than an entity that was directly or not indirectly wholly-owned by the Company is the surviving corporationimmediately prior to such merger, consolidation or if other reorganization), (ii) the Company is liquidatedsells, leases or sells exchanges or otherwise disposes of agrees to sell, lease or exchange all or substantially all of its assets to any other person or substantially all entity (other than an entity that is wholly-owned by the Company), (iii) the Company is to be dissolved, or (iv) the Company is a party to any other corporate transaction (as defined under section 424(a) of the stock Code and applicable U.S. Treasury Regulations) that is not described in clauses (i), (ii) or (iii) of the Company while this option remains outstandingsentence (each such event is referred to herein as a "Corporate Change"), unless the Board determines otherwise, all outstanding options shall expire as of the effective date of any such merger, consolidation, liquidation, sale, or other disposition, provided that then (x) notice except as otherwise expressly provided in this Agreement or as a result of such mergerthe effectuation of one or more of the alternatives described below, consolidation, liquidation, sale or other disposition there shall be given to such Optionee no acceleration of the time at least 30 days prior to which the effective date of such mergerOption then outstanding may be exercised, consolidation, liquidation, sale or other disposition and (y) an Optionee shall have no later than ten (10) days after the right to exercise an option to approval by the extent that the same is then exercisable during the 30 day period preceding the effective date stockholders of such merger, consolidation, liquidation, sale or other disposition. Except as hereinbefore expressly provided, the issue by the Company of shares such Corporate Change, the Board or the Committee, acting in their sole and absolute discretion without the consent or approval of stock of any classOptionee, for cash shall act to effect one or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations more of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Common Shares then subject to outstanding options.following alternatives:

Changes in the Company’s Capital Structure. The existence of outstanding options Options shall not affect in any way the right or ability power of the Company or its stockholders to make or authorize any or and all adjustments, recapitalizations, reorganizations or other changes in the Company's ’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Shares Stock or the rights hereofits rights, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business or substantially all of the outstanding stock of the Companybusiness, or any other corporate act or proceeding, whether of a similar character or otherwise. If the Company shall effect a subdivision, subdivision or consolidation or reclassification of shares or other capital readjustment or recapitalizationreadjustment, the payment of a stock dividend, or other increase or reduction of the number of shares of the voting shares Stock outstanding, without receiving compensation therefor for it in money, services or property, then the number, class, and per share price of Common Shares shares of Stock subject to the Option shall be appropriately adjusted in such a manner so as to entitle an Optionee to receive upon exercise of an optionthe Option, for the same aggregate cash consideration, the same equivalent total number and class of shares as he Optionee would have received as a result of had Optionee exercised his Option in full immediately prior to the event requiring the adjustment. If If, while the Option remains outstanding and unexercised, (i) the Company is merged into shall not be the surviving entity in any merger, consolidation or consolidated with another corporation, regardless other reorganization (or survives only as a subsidiary of whether an entity other than an entity that was directly or not indirectly wholly-owned by the Company is the surviving corporationimmediately prior to such merger, consolidation or if other reorganization), (ii) the Company is liquidatedsells, leases or sells exchanges or otherwise disposes of agrees to sell, lease or exchange all or substantially all of its assets to any other person or substantially all entity (other than an entity that is wholly-owned by the Company), (iii) the Company is to be dissolved, or (iv) the Company is a party to any other corporate transaction (as defined under section 424(a) of the stock Code and applicable U.S. Treasury Regulations) that is not described in clauses (i), (ii) or (iii) of the Company while this option remains outstandingsentence (each such event is referred to herein as a “Corporate Change”), unless the Board determines otherwise, all outstanding options shall expire as of the effective date of any such merger, consolidation, liquidation, sale, or other disposition, provided that then (x) notice except as otherwise expressly provided in this Agreement or as a result of such mergerthe effectuation of one or more of the alternatives described below, consolidation, liquidation, sale or other disposition there shall be given to such Optionee no acceleration of the time at least 30 days prior to which the effective date of such mergerOption then outstanding may be exercised, consolidation, liquidation, sale or other disposition and (y) an Optionee shall have no later than ten (10) days after the right to exercise an option to approval by the extent that the same is then exercisable during the 30 day period preceding the effective date stockholders of such merger, consolidation, liquidation, sale or other disposition. Except as hereinbefore expressly provided, the issue by the Company of shares such Corporate Change, the Board or the Committee, acting in their sole and absolute discretion without the consent or approval of stock of any classOptionee, for cash shall act to effect one or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations more of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Common Shares then subject to outstanding options.following alternatives: