Common use of Adjustment to the Number of Option Shares Clause in Contracts

Adjustment to the Number of Option Shares. (a) Upon any capital transaction, business combination, or reorganization (a "Reorganization") of the Company or the Company's business, the 23 number of Option Shares which may be purchased hereunder and the Exercise Price per share shall be adjusted so that Holder shall thereafter be entitled to receive, upon the exercise of the Option, the number of shares or other equity interest or entitlement that Holder would have been entitled to receive upon the occurrence of such event had Holder exercised the Option immediately prior to the occurrence of such event, with the number of Option Shares and the Exercise Price per share as so revised to be subject to (i) adjustment appropriately to reflect stock splits, stock dividends, combinations and sales of all or substantially all the assets of the Company and (ii) dilution in the same manner as the Series A Common Stock outstanding immediately following such event. (b) The Company may redeem this Option or any portion thereof in connection with a financing transaction or capital restructuring pursuant to which the Company is redeeming options or equity issued under the Company's Management Option Plan, as in effect from time to time, provided, that the Company shall redeem the Option or any portion thereof on the same relative terms as the Company redeems such management options. (c) Upon any adjustment required by this Section 3, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to Holder at the address shown on the books of the Company, which notice shall state the increase or decrease, if any, in the number of Option Shares issuable upon the exercise of the Option, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. (d) If at any time: (i) the Company shall declare any dividend of cash, stock or property upon or make any other distribution in respect of the Series A 24 Common Stock, (ii) the Company shall offer for subscription pro rata to the holders of Series A Common Stock any additional shares of stock of any class or other securities or rights, (iii) there shall be any Reorganization or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company (collectively, "Dissolution"), then the Company shall give, by first class mail, postage prepaid, addressed to the Holder at the address shown on the books of the Company (A) at least 20 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such Reorganization or Dissolution, and (B) in the case of any such Reorganization or Dissolution, at least 20 days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of Series A Common Stock shall be entitled to exchange their Series A Common Stock for securities or other property deliverable upon such Reorganization or Dissolution, as the case may be.

Adjustment to the Number of Option Shares. (a) Upon any capital transaction, business combination, or reorganization (a "Reorganization") of the Company or the Company's business, the 23 number of Option Shares which may be purchased hereunder and the Exercise Price per share shall be adjusted so that Holder shall thereafter be entitled to receive, upon the exercise of the Option, the number of shares or other equity interest or entitlement that Holder would have been entitled to receive upon the occurrence of such event had Holder exercised the Option immediately prior to the occurrence of such eventevenpound sterling, with the number of Option Shares and the Exercise Price per share as so revised to be subject to (i) adjustment appropriately to reflect stock splits, stock dividends, combinations and sales of all or substantially all the assets of the Company and (ii) dilution in the same manner as the Series A Common Stock outstanding immediately following such event. (b) The Company may redeem this Option or any portion thereof in connection with a financing transaction or capital restructuring pursuant to which the Company is redeeming options or equity issued under the Company's Management Option Plan, as in effect from time to time, provided, that the Company shall redeem the Option or any portion thereof on the same relative terms as the Company redeems such management options. (c) Upon any adjustment required by this Section 3, ' the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to Holder at the address shown on the books of the Company, which notice shall state the increase 34 or decrease, if any, in the number of Option Shares issuable upon the exercise of the Option, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. (d) If at any time: (i) the Company shall declare any dividend of cash, stock or property upon or make any other distribution in respect of the Series A 24 Common Stock, (ii) the Company shall offer for subscription pro rata to the holders of Series A Common Stock any additional shares of stock of any class or other securities or rights, (iii) there shall be any Reorganization Reorganization, or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company (collectively, "Dissolution"), then the Company shall give, by first class mail, postage prepaid, addressed to the Holder at the address shown on the books of the Company (A) at least 20 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such Reorganization or Dissolution, and (B) in the case of any such Reorganization or Dissolution, at least 20 days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of Series A Common Stock shall be entitled to exchange their Series A Common Stock for securities or other property deliverable upon such Reorganization or Dissolution, as the case may be.. 35

Adjustment to the Number of Option Shares. (a) Upon any capital transaction, business combination, or reorganization (a "Reorganization") of the Company or the Company's business, the 23 number of Option Shares which may be purchased hereunder and the Exercise Price per share shall be adjusted so that Holder shall thereafter be entitled to receive, upon the exercise of the Option, the number of shares or other equity interest or entitlement that Holder would have been entitled to receive upon the occurrence of such event had Holder exercised the Option immediately prior to the occurrence of such event, with the number of Option Shares and the Exercise Price per share as so revised to be subject to (i) adjustment appropriately to reflect stock splits, stock dividends, combinations and sales of all or substantially all the assets of the Company and (ii) dilution in the same manner as the Series A Common Stock outstanding immediately following such event. (b) The Company may redeem this Option or any portion thereof in connection with a financing transaction or capital restructuring pursuant to which the Company is redeeming options or equity issued under the Company's Management Option Plan, as in effect from time to time, provided, that that, the Company shall redeem the Option or any portion thereof on the same relative terms as the Company redeems such management options. (c) Upon any adjustment required by this Section 3, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to Holder at the address shown on the books of the Company, which notice shall state the increase or decrease, if any, in the number of Option Shares issuable upon the exercise of the Option, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. (d) If at any time: (i) the Company shall declare any dividend of cash, stock or property upon or make any other distribution in respect of the Series A 24 Common Stock, (ii) the Company shall offer for subscription pro rata to the holders of Series A Common Stock any additional shares of stock of any class or other securities or rights, (iii) there shall be any Reorganization Reorganization, or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company (collectively, "Dissolution"), then the Company shall give, by first class mail, postage prepaid, addressed to the Holder at the address shown on the books of the Company (A) at least 20 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such Reorganization or Dissolution, and (B) in the case of any such Reorganization or Dissolution, at least 20 days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of Series A Common Stock shall be entitled to exchange their Series A Common Stock for securities or other property deliverable upon such Reorganization or Dissolution, as the case may be.

Adjustment to the Number of Option Shares. (a) Upon any capital transaction, business combination, or reorganization (a "Reorganization") of the Company or the Company's business, the 23 number of Option Shares which may be purchased hereunder and the Exercise Price per share shall be adjusted so that Holder shall thereafter be entitled to receive, upon the exercise of the Option, the number of shares or other equity interest or entitlement that Holder would have been entitled to receive upon the occurrence of such event had Holder exercised the Option immediately prior to the occurrence of such event, with the number of Option Shares and the Exercise Price per share as so revised to be subject to (i) adjustment appropriately to reflect stock splits, stock dividends, combinations and sales of all or substantially all the assets of the Company and (ii) dilution in the same manner as the Series A Common Stock outstanding immediately following such event. (b) The Company may redeem this Option or any portion thereof in connection with a financing transaction or capital restructuring pursuant to which the Company is redeeming options or equity issued under the Company's Management Option Plan, as in effect from time to time, provided, that the Company shall redeem the Option or any portion thereof on the same relative terms as the Company redeems such management options. (c) Upon any adjustment required by this Section 3, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to Holder at the address shown on the books of the Company, which notice shall state the increase or decrease, if any, in the number of Option Shares issuable upon the exercise of the this Option, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. (dc) If at any time: (i) the Company shall declare any dividend of cash, stock or property upon or make any other distribution in respect of the Series A 24 Common Stock, (ii) the Company shall offer for subscription pro rata to the holders of Series A Common Stock any additional shares of stock of any class or other securities or rights, (iii) there shall be any Reorganization Reorganization, or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company (collectively, "Dissolution"), then the Company shall give, by first class mail, postage prepaid, addressed to the Holder at the address shown on the books of the Company (A) at least 20 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such Reorganization or Dissolution, and (B) in the case of any such Reorganization or Dissolution, at least 20 days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of Series A Common Stock shall be entitled to exchange their Series A Common Stock for securities or other property deliverable upon such Reorganization or Dissolution, as the case may be. (d) If any event occurs as to which, in the good faith opinion of the Board of Directors, the other provisions of this paragraph 3 are not strictly applicable, then the Board of Directors shall make an adjustment in the application of such provisions, in accordance with the essential intent and principles of this paragraph 3, so as to protect such purchase rights, but in no event shall any such adjustment have the effect of increasing the Exercise Price.

Adjustment to the Number of Option Shares. (a) Upon any capital transaction, business combination, or reorganization (a "Reorganization") of the Company or the Company's business, the 23 number of Option Shares which may be purchased hereunder and the Exercise Price per share shall be adjusted so that Holder shall thereafter be entitled to receive, upon the exercise of the Option, the number of shares or other equity interest or entitlement that Holder would have been entitled to receive upon the occurrence of such event had Holder exercised the Option immediately prior to the occurrence of such event, with the number of Option Shares and the Exercise Price per share as so revised to be subject to (i) adjustment appropriately to reflect stock splits, stock dividends, combinations and sales of all or substantially all the assets of the Company and (ii) dilution in the same manner as the Series A Common Stock outstanding immediately following such event. (b) The Company may redeem this Option or any portion thereof in connection with a financing transaction or capital restructuring pursuant to which the Company is redeeming options or equity issued under the Company's Management Option Plan, as in effect from time to time, provided, that that, the Company shall redeem the Option or any portion thereof on the same relative terms as the Company redeems such management options. (c) Upon any adjustment required by this Section 3, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to Holder at the address shown on the books of the Company, which notice shall state the increase or decrease, if any, in the number of Option Shares issuable upon the exercise of the this Option, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. (d) If at any time: (i) the Company shall declare any dividend of cash, stock or property upon upon, or make any other distribution in respect of the Series A 24 Common Stock, (ii) the Company shall offer for subscription pro rata to the holders of Series A Common Stock any additional shares of stock of any class or other securities or rights, (iii) there shall be any Reorganization Reorganization, or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company (collectively, "Dissolution"), then the Company shall give, by first class mail, postage prepaid, addressed to the Holder at the address shown on the books of the Company (A) at least 20 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such Reorganization or Dissolution, and (B) in the case of any such Reorganization or Dissolution, at least 20 days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of Series A Common Stock shall be entitled to exchange their Series A Common Stock for securities or other property deliverable upon such Reorganization or Dissolution, as the case may be. (e) If any event occurs as to which, in the good faith opinion of the Board of Directors, the other provisions of this paragraph 3 are not strictly applicable, then the Board of Directors shall make an adjustment in the application of such provisions, in accordance with the essential intent and principles of this paragraph 3, so as to protect such purchase rights, but in no event shall any such adjustment have the effect of increasing the Exercise Price.

Adjustment to the Number of Option Shares. The Option Shares shall be subject to adjustment from time to time as follows: (ai) Upon In the event the Corporation should at any capital transaction, business combination, time or reorganization (from time to time fix a "Reorganization") record date for the effectuation of a split or subdivision of the Company outstanding shares of Common Stock or the Company's business, the 23 number determination of Option Shares which may be purchased hereunder and the Exercise Price per share shall be adjusted so that Holder shall thereafter be entitled to receive, upon the exercise holders of the Option, the number of shares or other equity interest or entitlement that Holder would have been Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as “Common Stock Equivalents”) without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon the occurrence conversion or exercise thereof), then, as of such event had Holder exercised record date (or the Option immediately prior to the occurrence date of such eventdividend distribution, with split or subdivision if no record date is fixed), the number of Option Shares shall be appropriately adjusted so that the number of shares of Common Stock purchasable under the Option shall be increased in proportion to such increase in the aggregate number of shares of Common Stock outstanding and the Exercise Price per share as so revised those issuable with respect to be subject to (i) adjustment appropriately to reflect stock splits, stock dividends, combinations and sales of all or substantially all the assets of the Company and such Common Stock Equivalents. (ii) dilution in If the same manner as the Series A number of shares of Common Stock outstanding immediately following such event. (b) The Company may redeem this Option at any time is decreased by a reverse stock split or any portion thereof in connection with a financing transaction or capital restructuring pursuant to which the Company is redeeming options or equity issued under the Company's Management Option Plan, as in effect from time to time, provided, that the Company shall redeem the Option or any portion thereof on the same relative terms as the Company redeems such management options. (c) Upon any adjustment required by this Section 3, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to Holder at the address shown on the books combination of the Companyoutstanding shares of Common Stock, which notice shall state then, following the increase record date of such reverse stock split or decreasecombination, if any, in the number of Option Shares issuable shall not be decreased by a reverse stock split or combination of the outstanding shares of Common Stock. (iii) No fractional shares shall be issued upon the exercise of any Option Shares. In lieu of any fractional shares to which the Optionholder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined in good faith by the Board of Directors. (iv) Upon the occurrence of each adjustment or readjustment of the Option Shares pursuant to this clause, the Corporation, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to the holder of the Option a certificate setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation and the facts upon which such calculation adjustment or readjustment is based. (d) If at any time: (i) the Company shall declare any dividend of cash, stock or property upon or make any other distribution in respect of the Series A 24 Common Stock, (ii) the Company shall offer for subscription pro rata to the holders of Series A Common Stock any additional shares of stock of any class or other securities or rights, (iii) there shall be any Reorganization or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company (collectively, "Dissolution"), then the Company shall give, by first class mail, postage prepaid, addressed to the Holder at the address shown on the books of the Company (A) at least 20 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such Reorganization or Dissolution, and (B) in the case of any such Reorganization or Dissolution, at least 20 days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of Series A Common Stock shall be entitled to exchange their Series A Common Stock for securities or other property deliverable upon such Reorganization or Dissolution, as the case may be.

Adjustment to the Number of Option Shares. (a) Upon any capital transaction, business combination, or reorganization (a "Reorganization") of the Company or the Company's business, the 23 number of Option Shares which may be purchased hereunder and the Exercise Price per share shall be adjusted so that Holder shall thereafter be entitled to receive, upon the exercise of the Option, the number of shares or other equity interest or entitlement that Holder would have been entitled to receive upon the occurrence of such event had Holder exercised the Option immediately prior to the occurrence of such event, with the number of Option Shares and the Exercise Price per share as so revised to be subject to (i) adjustment appropriately to reflect stock splits, stock dividends, combinations and sales of all or substantially all the assets of the Company and (ii) dilution in the same manner as the Series A Common Stock outstanding immediately following such event. (b) The Company may redeem this Option or any portion thereof in connection with a financing transaction or capital restructuring pursuant to which the Company is redeeming options or equity issued under the Company's Management Option Plan, as in effect from time to time, provided, that the Company shall redeem the Option or any portion thereof on the same relative terms as the Company redeems such management options. (c) Upon any adjustment required by this Section 3, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to Holder ▇▇▇▇▇▇ at the address shown on the books of the Company, which notice shall state the increase or decrease, if any, in the number of Option Shares issuable upon the exercise of the this Option, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. (dc) If at any time: (i) the Company shall declare any dividend of cash, stock or property upon or make any other distribution in respect of the Series A 24 Common Stock, (ii) the Company shall offer for subscription pro rata to the holders of Series A Common Stock any additional shares of stock of any class or other securities or rights, (iii) there shall be any Reorganization Reorganization, or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company (collectively, "Dissolution"), then the Company shall give, by first class mail, postage prepaid, addressed to the Holder at the address shown on the books of the Company (A) at least 20 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such Reorganization or Dissolution, and (B) in the case of any such Reorganization or Dissolution, at least 20 days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of Series A Common Stock shall be entitled to exchange their Series A Common Stock for securities or other property deliverable upon such Reorganization or Dissolution, as the case may be. (d) If any event occurs as to which, in the good faith opinion of the Board of Directors, the other provisions of this paragraph 3 are not strictly applicable, then the Board of Directors shall make an adjustment in the application of such provisions, in accordance with the essential intent and principles of this paragraph 3, so as to protect such purchase rights, but in no event shall any such adjustment have the effect of increasing the Exercise Price.

Adjustment to the Number of Option Shares. (a) Upon any capital transaction, business combination, or reorganization (a "ReorganizationREORGANIZATION") of the Company or the Company's business, the 23 number of Option Shares which may be purchased hereunder and the Exercise Price per share shall be adjusted so that Holder shall thereafter be entitled to receive, upon the exercise of the Option, the number of shares or other equity interest or entitlement that Holder would have been entitled to receive upon the occurrence of such event had Holder exercised the Option immediately prior to the occurrence of such event, with the number of Option Shares and the Exercise Price per share as so revised to be subject to (i) adjustment appropriately to reflect stock splits, stock dividends, combinations and sales of all or substantially all the assets of the Company and (ii) dilution in the same manner as the Series A Common Stock outstanding immediately following such event. (b) The Company may redeem this Option or any portion thereof in connection with a financing transaction or capital restructuring pursuant to which the Company is redeeming options or equity issued under the Company's Management Option Plan, as in effect from time to time, provided, that the Company shall redeem the Option or any portion thereof on the same relative terms as the Company redeems such management options. (c) Upon any adjustment required by this Section 3, the Company WSI shall give written notice thereof, by first class mail, postage prepaid, addressed to Holder at the address shown on the books of the CompanyWSI, which notice shall state the increase or decrease, if any, in the number of Option Shares issuable upon the exercise of the Option, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. (dc) If at any timetime after the vesting of the option: (i) the Company shall declare any dividend of cash, stock or property upon or make any other distribution in respect of the Series A 24 Common Stock, (ii) the Company shall offer for subscription pro rata to the holders of Series A Common Stock any additional shares of stock of any class or other securities or rights, (iii) there shall be any Reorganization Reorganization, or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company (collectively, "Dissolution"), then the Company WSI shall give, by first class mail, postage prepaid, addressed to the Holder at the address shown on the books of the Company (A) at least 20 15 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such Reorganization or Dissolution, and (B) in the case of any such Reorganization or Dissolution, at least 20 15 days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Series A Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of Series A Common Stock shall be entitled to exchange their Series A Common Stock for securities or other property deliverable upon such Reorganization or Dissolution, as the case may be. (d) If any event occurs as to which, in the good faith opinion of WSI, the other provisions of this paragraph 3 are not strictly applicable, then WSI shall make an adjustment in the application of such provisions, in accordance with the essential intent and principles of this paragraph 3, so as to protect such purchase rights, but in no event shall any such adjustment have the effect of increasing the Exercise Price.