Common use of Adjustment Upon Certain Events Clause in Contracts

Adjustment Upon Certain Events. (i) The number and type of Shares which have been authorized for issuance under this Agreement as well as the exercise or purchase price per Share, as applicable, covered by this Agreement, shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split or combination or the payment of a stock dividend (but only on the Company's common stock) or reclassification of the Company's common stock or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company. Any such adjustment shall be determined in good faith by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, and the Committee's determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to this Agreement. (ii) In the event of a Change of Control (other than pursuant to Section 11 or 12), if the Committee makes no provision for the assumption of this Agreement by the successor corporation, then the Committee shall determine whether (i) none, all or a portion of the Option shall vest, (ii) the Option shall terminate as of a date fixed by the Committee which is at least 30 days after the notice thereof to the Option Holder and shall give each Option Holder the right to exercise his or her Option as to all or any part of the Shares, including Shares as to which the Option would not otherwise be exercisable, or (iii) cause the Option, as of the effective date of any such event, to be cancelled in consideration of a cash payment or grant of an alternative option or award (whether by the Company or any entity that is a party to the transaction), or a combination thereof, to the holder of the cancelled Option, provided that such payment and/or grant are substantially equivalent in value to the fair market value of the cancelled Option as determined by the Committee.

Adjustment Upon Certain Events. (i) The number and type of Shares which have been authorized for issuance under this Agreement as well as the exercise or purchase price per Share, as applicable, covered by this Agreement, shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split or combination or the payment of a stock dividend (but only on the Company's Company¡¯s common stock) or reclassification of the Company's Company¡¯s common stock or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company. Any such adjustment shall be determined in good faith by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, and the Committee's Committee¡¯s determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to this Agreement. (ii) In the event of a Change of Control (other than pursuant to Section 11 or 12), if the Committee makes no provision for the assumption of this Agreement by the successor corporation, then the Committee shall determine whether (i) none, all or a portion of the Option shall vest, (ii) the Option shall terminate as of a date fixed by the Committee which is at least 30 days after the notice thereof to the Option Holder and shall give each Option Holder the right to exercise his or her Option as to all or any part of the Shares, including Shares as to which the Option would not otherwise be exercisable, or (iii) cause the Option, as of the effective date of any such event, to be cancelled in consideration of a cash payment or grant of an alternative option or award (whether by the Company or any entity that is a party to the transaction), or a combination thereof, to the holder of the cancelled Option, provided that providedthat such payment and/or grant are substantially equivalent in value to the fair market value of the cancelled Option as determined by the Committee.