Potential Actions Clause Samples

Potential Actions. In the event of any transaction or event described in Section 5.1 or any unusual or nonrecurring transactions or events affecting the Company, any Subsidiary of the Company, or the financial statements of the Company or any Subsidiary, or of changes in Applicable Law or Applicable Accounting Standards, the Committee, in its sole discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Option or by action taken prior to the occurrence of such transaction or event, is hereby authorized to take any one or more of the following actions whenever the Committee determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available with respect to the Option, to facilitate such transactions or events or to give effect to such changes in Applicable Law or Applicable Accounting Standards: (a) To provide for the termination of the Option in exchange for an amount of cash and/or other property with a value equal to the amount that would have been attained upon the exercise of the Option or realization of the Holder’s rights (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction or event described in this Article V the Committee determines in good faith that no amount would have been attained upon the exercise of the Option or realization of the Holder’s rights, then the Option may be terminated by the Company without payment); (b) To provide that the Option be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of Shares and applicable exercise or purchase price, in all cases, as determined by the Committee; (c) To make adjustments in the number and type of Shares of the Company’s stock (or other securities or property) subject to the Option, and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, the Option; (d) To provide that the Option shall be exercisable or payable or fully vested with respect to all Shares covered thereby, notwithstanding anything to the Agreement; (e) To replace the Option with other rights or property selected by the Committee; and/or (f) To provide that the Option cannot vest, be exercised ...