Common use of ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE Clause in Contracts

ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. Subject to any required action by the shareholders of the Company and the requirements of applicable law or regulation, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, share dividend, share split, reverse share split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the shareholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number, Exercise Price and kind of shares subject to the Option, in order to prevent dilution or enlargement of the Participant’s rights under the Option. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” If a majority of the shares which are of the same class as the shares that are subject to the Option are exchanged by whatever means for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the “New Shares”), the Board may unilaterally amend the Option to provide that the Option is for New Shares. In the event of any such amendment, the number of shares subject to, and the exercise or purchase price per share of, the Option shall be adjusted in a fair and equitable manner as determined by the Board, in its discretion. Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number, and the Exercise Price shall be rounded up to the nearest whole cent. In no event may the Exercise Price be decreased to an amount less than the par value, if any, of the shares of Stock subject to the Option. Such adjustments shall be determined by the Board, and its determination shall be final, binding and conclusive.

ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. Subject to any required action by the shareholders stockholders of the Company and the requirements of applicable law or regulationCompany, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, share stock dividend, share stock split, reverse share stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the shareholders stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number, Exercise Price number and kind of shares subject to the OptionPlan and to any outstanding Awards, in the Award limits set forth in Section 5.4, and in the exercise or purchase price per share under any outstanding Award in order to prevent dilution or enlargement of the Participant’s Participants? rights under the OptionPlan. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “?effected without receipt of consideration by the Company.” ? If a majority of the shares which are of the same class as the shares that are subject to the Option outstanding Awards are exchanged by whatever means for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the “?New Shares”?), the Board Committee may unilaterally amend the Option outstanding Options to provide that the Option is such Options are exercisable for New Shares. In the event of any such amendment, the number of shares subject to, and the exercise or purchase price per share of, the Option outstanding Awards shall be adjusted in a fair and equitable manner as determined by the Board, in its discretion. Any fractional share resulting from an adjustment pursuant to this Section 4.2 shall be rounded down to the nearest whole number. The Committee in its sole discretion, and may also make such adjustments in the Exercise Price shall be rounded up terms of any Award to reflect, or related to, such changes in the nearest whole cent. In no event may the Exercise Price be decreased to an amount less than the par value, if any, capital structure of the shares Company or distributions as it deems appropriate, including modification of Stock subject to the OptionPerformance Goals, Performance Award Formulas and Performance Periods. Such The adjustments shall be determined by the Board, and its determination Committee pursuant to this Section 4.2 shall be final, binding and conclusive.

ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. Subject to any required action by the shareholders of the Company and the requirements of applicable law or regulation, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, share dividend, share split, reverse share split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the shareholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number, Exercise Price and kind of shares subject to the Option, in order to prevent dilution or enlargement of the Participant’s rights under the Option. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” If a majority of the shares which are of the same class as the shares that are subject to the Option are exchanged by whatever means for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the “New Shares”), the Board may ​ unilaterally amend the Option to provide that the Option is for New Shares. In the event of any such amendment, the number of shares subject to, and the exercise or purchase price per share of, the Option shall be adjusted in a fair and equitable manner as determined by the Board, in its discretion. Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number, and the Exercise Price shall be rounded up to the nearest whole cent. In no event may the Exercise Price be decreased to an amount less than the par value, if any, of the shares of Stock subject to the Option. Such adjustments shall be determined by the Board, and its determination shall be final, binding and conclusive.

ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. Subject to any required action by the shareholders stockholders of the Company and the requirements of applicable law or regulationCompany, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, share stock dividend, share stock split, reverse share stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the shareholders stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number, Exercise Price per Share and kind of shares subject to the Option, in order to prevent dilution or enlargement of the Participant’s rights under the Option. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” If a majority of the shares which are of the same class as the shares that are subject to the Option are exchanged by whatever means for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the “New Shares”), the Board Committee may unilaterally amend the Option to provide that the such Option is exercisable for New Shares. In the event of any such amendment, the number of shares subject to, and the exercise or purchase price per share of, the Option shall be adjusted in a fair and equitable manner as determined by the BoardCommittee, in its discretion. Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number, and the Exercise Price shall be rounded up to the nearest whole cent. In in no event may the Exercise Price per Share be decreased to an amount less than the par value, if any, of the shares of Stock subject to the Option. Such The Committee in its sole discretion, may also make such adjustments shall be in the terms of the Option to reflect, or related to, such changes in the capital structure of the Company or distributions as it deems appropriate. The adjustments determined by the Board, and its determination Committee pursuant to this Section shall be final, binding and conclusive.

ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. Subject Reorganizations in General. The shares underlying these Options are shares of Common Stock as constituted on the date of this Option Agreement, but if, during the applicable Option Periods and prior to any required action the delivery by the shareholders Company of all of the Company and the requirements shares of applicable law or regulationCommon Stock with respect to which these Options are granted, in the event of there is any change in the Common Stock effected without receipt or capital structure of consideration by the Company, whether through merger, consolidation, Company due to a reorganization, reincorporation, recapitalization, reclassification, share dividend, share stock split, reverse share split, split-up, split-off, spin-offstock dividend, combination of shares, exchange of sharesmerger, consolidation, rights offering or similar change in event (but not including the capital structure exercise of warrants under the Warrant Agreement approved as part of the Company's Chapter 11 Plan of Reorganization approved by the United States District Court for the District of Delaware as of August 30, or 2000), unless the Committee should determine otherwise in the event of payment of a dividend or distribution to the shareholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stockits reasonable discretion, appropriate and proportionate corresponding adjustments automatically shall be made in to the number, Exercise Price number and kind of shares subject covered by the Options to the Option, in order to prevent dilution or enlargement of extent they remain outstanding and the Participant’s rights exercise price per share under the OptionOptions. For purposes of In addition, the Committee may make such other adjustments as it determines to be equitable. Notwithstanding the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” If a majority of the shares which are of the same class as the shares that are subject to the Option are exchanged by whatever means for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the “New Shares”), the Board may unilaterally amend the Option to provide that the Option is for New Shares. In the event of any such amendment, the number of shares subject to, and the exercise or purchase price per share of, the Option shall be adjusted in a fair and equitable manner as determined by the Board, in its discretion. Any fractional share resulting from an adjustment pursuant to this Section 6 shall be rounded down to the nearest whole number, and the Exercise Price shall be rounded up to the nearest whole cent. In no the event may of a change in the Exercise Price be decreased Common Stock as presently constituted, which change is limited to an amount less than a change of all of the authorized shares with par value into the same number of shares with a different par value or without par value, if any, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of the Plan. In the event of a merger of one or more corporations into the Company with respect to which the Company shall be the surviving or resulting corporation, the Optionee shall, at no additional cost, be entitled upon exercise of any of these Options to receive (subject to any required action by shareholders), in lieu of the number of shares as to which these Options shall then be so exercised, the number and class of shares of Stock subject stock or other securities to which the Optionee would have been entitled pursuant to the Option. Such adjustments terms of the agreement of merger if, immediately prior to such merger, the Optionee had been the holder of record of a number of shares of Common Stock of the Company equal to the number of shares as to which such Option shall be determined by so exercised; provided, however, that, anything herein contained to the Boardcontrary notwithstanding, and upon the occurrence of a Change of Control the provisions of Section 7 of this Option Agreement also shall apply. The existence of these Options shall not affect in any way the right or power of the Company or its determination shall be finalshareholders to make or authorize any or all adjustments, binding and conclusivedividends, stock dividends, recapitalization, 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 other stocks with preference ahead of or convertible into, or otherwise affecting, the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. Subject to any required action by the shareholders stockholders of the Company and the requirements of applicable law or regulationCompany, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, share stock dividend, share stock split, reverse share stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the shareholders stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number, Exercise Price per Share and kind of shares subject to the Option, in order to prevent dilution or enlargement of the Participant’s your rights under the Option. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” If a majority of the shares which are of the same class as the shares that are subject to the Option are exchanged by whatever means for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the “New Shares”), the Board Committee may unilaterally amend the Option to provide that the such Option is exercisable for New Shares, subject to Section 6 hereof in connection with a Change in Control. In the event of any such amendment, the number of shares subject to, and the exercise or purchase price per share of, the Option shall be adjusted in a fair and equitable manner as determined by the BoardCommittee, in its discretion. Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number, and the Exercise Price shall be rounded up to the nearest whole cent. In in no event may the Exercise Price per Share be decreased to an amount less than the par value, if any, of the shares of Stock subject to the Option. Such The Committee in its sole discretion, may also make such adjustments shall be in the terms of the Option to reflect, or related to, such changes in the capital structure of the Company or distributions as it deems appropriate. The adjustments determined by the Board, and its determination Committee pursuant to this Section shall be final, binding and conclusive.

ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. Subject to any required action by the shareholders stockholders of the Company and the requirements of applicable law or regulationSection 409A and 424 of the Code to the extent applicable, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, share stock dividend, share stock split, reverse share stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the shareholders stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number, Exercise Price number and kind of shares subject to the Option, and in the exercise per share, in order to prevent dilution or enlargement of the Participant’s Optionees’ rights under the Option. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” If a majority of the shares which are of the same class as the shares that are subject to the Option outstanding Awards are exchanged by whatever means for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the “New Shares”), the Board Committee may unilaterally amend the Option outstanding Options to provide that the Option is such Options are exercisable for New Shares. In the event of any such amendment, the number of shares subject to, and the exercise or purchase price per share of, the Option shall be adjusted in a fair and equitable manner as determined by the Board, in its discretion. Any fractional share resulting from an adjustment pursuant to this Section 9 shall be rounded down to the nearest whole number. The Committee in its sole discretion, and may also make such adjustments in the Exercise Price shall be rounded up to the nearest whole cent. In no event may the Exercise Price be decreased to an amount less than the par value, if any, terms of the shares Option to reflect, or related to, such changes in the capital structure of Stock subject to the OptionCompany or distributions as it deems appropriate. Such The adjustments shall be determined by the Board, and its determination Committee pursuant to this Section 9 shall be final, binding and conclusive.

ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. Subject to any required action by the shareholders stockholders of the Company and the requirements of applicable law or regulationSection 409A and Section 424 of the Code to the extent applicable, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, share stock dividend, share stock split, reverse share stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the shareholders stockholders of the Company in a form other than Stock (excepting normal regular, periodic cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number, Exercise Price number and kind of shares subject to the OptionPlan and to any outstanding Awards, the Award limits set forth in Section 5.3, and in the exercise or purchase price per share under any outstanding Award in order to prevent dilution or enlargement of the Participant’s Participants’ rights under the OptionPlan. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” If a majority of the shares which are of the same class as the shares that are subject to the Option outstanding Awards are exchanged by whatever means for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the “New Shares”), the Board Committee may unilaterally amend the Option outstanding Awards to provide that the Option is such Awards are for New Shares. In the event of any such amendment, the number of shares subject to, and the exercise or purchase price per share of, the Option outstanding Awards shall be adjusted in a fair and equitable manner as determined by the BoardCommittee, in its discretiondiscretion and in accordance with Section 409A and Section 424 of the Code to the extent applicable. Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number, number and the Exercise Price exercise or purchase price per share shall be rounded up to the nearest whole cent. In no event may the Exercise Price exercise or purchase price, if any, under any Award be decreased to an amount less than the par value, if any, of the shares of Stock stock subject to such Award. The Committee in its discretion, may also make such adjustments in the Optionterms of any Award to reflect, or related to, such changes in the capital structure of the Company or distributions as it deems appropriate, including modification of Performance Goals, Performance Award Formulas and Performance Periods. Such The adjustments shall be determined by the Board, and its determination Committee pursuant to this Section shall be final, binding and conclusive.

ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. Subject to any required action by the shareholders stockholders of the Company and the requirements of applicable law or regulationCompany, in the event of any change in the Stock effected without receipt of consideration by the Company, whether 7 2021 Stock Plan through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, share stock dividend, share stock split, reverse share stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the shareholders stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number, Exercise Price per Share and kind of shares subject to the Option, in order to prevent dilution or enlargement of the Participant’s rights under the Option. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” If a majority of the shares which are of the same class as the shares that are subject to the Option are exchanged by whatever means for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the “New Shares”), the Board Committee may unilaterally amend the Option to provide that the such Option is exercisable for New Shares, subject to Section 8 hereof in connection with a Change in Control. In the event of any such amendment, the number of shares subject to, and the exercise or purchase price per share of, the Option shall be adjusted in a fair and equitable manner as determined by the BoardCommittee, in its discretion. Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number, and the Exercise Price shall be rounded up to the nearest whole cent. In in no event may the Exercise Price per Share be decreased to an amount less than the par value, if any, of the shares of Stock subject to the Option. Such The Committee in its sole discretion, may also make such adjustments shall be in the terms of the Option to reflect, or related to, such changes in the capital structure of the Company or distributions as it deems appropriate. The adjustments determined by the Board, and its determination Committee pursuant to this Section shall be final, binding and conclusive.

ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. Subject to any required action by the shareholders of the Company [NTD: Include this language only for U.S. Participants: and the requirements of applicable law or regulationSections 409A and 424 of the Code] to the extent applicable, in the event of any change in the Stock Common Shares effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, share stock dividend, share stock split, reverse share stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the shareholders of the Company in a form other than Stock Common Shares (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of StockCommon Shares, appropriate and proportionate adjustments shall be made in the number, Exercise Price and kind of shares subject to the Option, in order to prevent dilution or enlargement of the Participant’s rights under the Option. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” If a majority of the shares which are of the same class as the shares that are subject to the Option are exchanged by whatever means for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the “New Shares”), the Board may unilaterally amend the Option to provide that the Option is for New Shares. In the event of any such amendment, the number of shares subject to, and the exercise or purchase price per share of, the Option shall be adjusted in a fair and equitable manner as determined by the Board, in its discretion. Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number, number and the Exercise Price shall be rounded up to the nearest whole cent. In no event may the Exercise Price be decreased to an amount less than the par value, if any, of the shares of Stock stock subject to the Option. Such The Committee in its sole discretion, may also make such adjustments in the terms of the Option to reflect, or related to, such changes in the capital structure of the Company or distributions as it deems appropriate. All adjustments pursuant to this Section shall be determined by the BoardCommittee, and its determination shall be final, binding and conclusive.

ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. Subject to any required action by the shareholders stockholders of the Company and the requirements of applicable law or regulationCompany, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, share stock dividend, share stock split, reverse share stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the shareholders stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number, Exercise Price and kind of shares subject to the Option, in order to prevent dilution or enlargement of the Participant’s rights under the Option. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” If a majority of the shares which are of the same class as the shares that are subject to the Option are exchanged by whatever means for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the “New Shares”), the Board Committee may unilaterally amend the Option to provide that the such Option is exercisable for New Shares. In the event of any such amendment, the number of shares subject to, and the exercise or purchase price per share of, the Option shall be adjusted in a fair and equitable manner as determined by the Board, in its discretion. Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number, and the Exercise Price shall be rounded up to the nearest whole cent. In in no event may the Exercise Price be decreased to an amount less than the par value, if any, of the shares of Stock stock subject to the Option. Such The Committee in its sole discretion, may also make such adjustments shall be in the terms of the Option to reflect, or related to, such changes in the capital structure of the Company or distributions as it deems appropriate. The adjustments determined by the Board, and its determination Committee pursuant to this Section shall be final, binding and conclusive.

ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. Subject to any required action by the shareholders stockholders of the Company and the requirements of applicable law or regulationSection 424 of the Code to the extent applicable, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, share stock dividend, share stock split, reverse share stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the shareholders stockholders of the Company in a form other than Stock (excepting normal regular, periodic cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number, Exercise Price number and kind of shares subject to the OptionPlan, the Annual Increase, the limit on the shares which may be purchased by any Participant during an Offering (as described in Sections 8.1 and 8.2) and each Purchase Right, and in the Purchase Price in order to prevent dilution or enlargement of the Participant’s Participants’ rights under the OptionPlan. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” If a majority of the shares which are of the same class as the shares that are subject to the Option outstanding Purchase Rights are exchanged by whatever means for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the “New Shares”), the Board Committee may unilaterally amend the Option outstanding Purchase Rights to provide that the Option is such Purchase Rights are for New Shares. In the event of any such amendment, the number of shares subject to, and the exercise or purchase price per share of, the Option outstanding Purchase Rights shall be adjusted in a fair and equitable manner as determined by the BoardCommittee, in its discretion. Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number, and the Exercise Price shall be rounded up to the nearest whole cent. In in no event may the Exercise Purchase Price be decreased to an amount less than the par value, if any, of the shares of Stock stock subject to the OptionPurchase Right. Such The adjustments shall be determined by the Board, and its determination Committee pursuant to this Section 4.3 shall be final, binding and conclusive.. 1 Equal to 2% of the combined company’s fully diluted outstanding stock immediately after the Closing

ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. Subject to any required action by the shareholders of the Company and the requirements of applicable law or regulation, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, share dividend, share split, reverse share split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the ​ shareholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number, Exercise Price and kind of shares subject to the Option, in order to prevent dilution or enlargement of the Participant’s rights under the Option. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” If a majority of the shares which are of the same class as the shares that are subject to the Option are exchanged by whatever means for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the “New Shares”), the Board may unilaterally amend the Option to provide that the Option is for New Shares. In the event of any such amendment, the number of shares subject to, and the exercise or purchase price per share of, the Option shall be adjusted in a fair and equitable manner as determined by the Board, in its discretion. Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number, and the Exercise Price shall be rounded up to the nearest whole cent. In no event may the Exercise Price be decreased to an amount less than the par value, if any, of the shares of Stock subject to the Option. Such adjustments shall be determined by the Board, and its determination shall be final, binding and conclusive.

ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. Subject to any required action by the shareholders stockholders of the Company and the requirements of applicable law or regulationCompany, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, share stock dividend, share stock split, reverse share stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the shareholders stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number, Exercise Price per Share and kind of shares subject to the Option, in order to prevent dilution or enlargement of the Participant’s rights under the Option. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” If a majority of the shares which are of the same class as the shares that are subject to the Option are exchanged by whatever means for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the “New Shares”), the Board Committee may unilaterally amend the Option to provide that the such Option is exercisable for New Shares, subject to Section 8 hereof in connection with a Change in Control. In the event of any such amendment, the number of shares subject to, and the exercise or purchase price per share of, the Option shall be adjusted in a fair and equitable manner as determined by the BoardCommittee, in its discretion. Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number, and the Exercise Price shall be rounded up to the nearest whole cent. In in no event may the Exercise Price per Share be decreased to an amount less than the par value, if any, of the shares of Stock subject to the Option. Such The Committee in its sole discretion, may also make such adjustments shall be in the terms of the Option to reflect, or related to, such changes in the capital structure of the Company or distributions as it deems appropriate. The adjustments determined by the Board, and its determination Committee pursuant to this Section shall be final, binding and conclusive.