Common use of Adjustments Dissolution or Liquidation Merger or Change in Control Clause in Contracts

Adjustments Dissolution or Liquidation Merger or Change in Control. (a) In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available hereunder, will adjust the number, class, and price of Shares covered by the Award. (b) In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify the Participant as soon as practicable prior to the effective date of such proposed transaction. The Award will terminate immediately prior to the consummation of such proposed action. (c) In the event of a merger or Change in Control, the Award, if outstanding, will be treated as the Administrator determines, including, without limitation, that the Award will be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation (the “Successor Corporation”). The Administrator will not be required to treat the Award the same as other equity awards to other Company employees and service providers in the transaction. In the event that the Successor Corporation does not assume or substitute for the Award, the Participant will fully vest in and all vesting criteria will be deemed achieved and all other terms and conditions met. For the purposes of this subsection (c), the Award will be considered assumed if, following the Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property), received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares).