Adjustments to Options Clause Samples

Adjustments to Options. The parties acknowledge that (i) appropriate adjustments shall be made to the number and class of shares of Common Stock subject to the Option and to the exercise price in certain situations described in Section 4.5 of the Plan and (ii) adjustments to the rights of the Optionee might be made in the event of a Change of Control, as defined in Section 11.12 of the Plan.

Adjustments to Options. The Exercise Price and the number of shares of Common Stock and classes of capital stock of the Client purchasable upon the exercise of each Option are subject to adjustment from time to time as follows: (a) If the Client (i) pays a dividend or makes a distribution on its Common Stock, in each case, in shares of its Common Stock; (ii) subdivides its outstanding shares of Common Stock into a greater number of shares; (iii) combines its outstanding shares of Common Stock into a smaller number of shares; (iv) makes a distribution on its Common Stock in shares of its capital stock other than Common Stock or (v) issues by reclassification of its shares of Common Stock any shares of its capital stock; then the number and class of shares purchasable upon exercise of each Option in effect immediately prior to such action shall be adjusted so that the holder of any Option thereafter exercised may receive the number and classes of shares of capital stock of the Client which such holder would have owned immediately following such action if such holder had exercised the Option immediately prior to such action. (b) If the Client is a party to a consolidation, merger or transfer of assets which reclassifies or changes its outstanding Common Stock, the successor corporation (or corporation controlling the successor corporation or the Company, as the case may be) shall by operation of law assume the Client's obligations under this Agreement. (c) Upon consummation of such transaction the Options shall automatically become exercisable for the kind and amount of securities, cash or other assets which the holder of an Option would have owned immediately after the consolidation, merger or transfer if the holder had exercised the Option immediately before the effective date of such transaction. As a condition to the consummation of such transaction, the Client shall arrange for the person or entity obligated to issue securities or deliver cash or other assets upon exercise of the Option to, concurrently with the consummation of such transaction, assume the Client's obligations hereunder by executing an instrument so providing and further providing for adjustments which shall be a nearly equivalent as may be practical to the adjustments provided herein.

Adjustments to Options. Subject to Section 4.5 of the Plan, in the event that the outstanding shares of the Common Stock subject to the Options are changed into or exchanged for a different number or kind of shares of capital stock or other securities of the Company, or of another corporation, by reason of a reorganization, merger, consolidation, recapitalization, reclassification, stock split, stock dividend, combination of shares or otherwise, the Committee shall make an appropriate adjustment in the number and kind of shares as to which the Options, or portions thereof then exercised, shall be exercisable. Such adjustment in the Options shall be made without change in the total price applicable to the unexercised portion of the Options (except for any change in the aggregate price resulting from rounding-off of shares, quantities or prices) and with any necessary corresponding adjustment in the Option Price. Any such adjustment made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons.

Adjustments to Options. The Committee shall make adjustments with respect to the Option in accordance with the provisions of Section 7.1 of the Plan; provided, however, that each such adjustment shall be made in such manner as not to constitute a “modification” within the meaning of Section 424(h)(3) of the Code, unless the Optionee consents to an adjustment which would constitute such a “modification.”

Adjustments to Options. If the outstanding shares of common stock subject to the Options are hereafter changed into or exchanged for a different number or kind of shares or other securities of the Company, or of another corporation by reason of reorganization, merger, consolidation, recapitalization, reclassification, stock split, stock dividend or combination of shares, then appropriate adjustments shall be made in the number and kind of shares as to which the Options shall be exercisable, to the end that after any such event, the Company's proportionate interest shall be maintained as before the event. Such adjustment in the Options shall be made without change in the total price applicable to any unexercised portion of the Options (except for any change in the aggregate price resulting form rounding-off share quantities or prices) and with any necessary corresponding adjustment in the option price per share. Any such adjustment made by the Company will be final and binding upon the Shareholder, the Company and all other interested parties.

Adjustments to Options. The Option shall be subject to the adjustment provisions of Section 1.6.3 of the Plan. For purposes of this Award Agreement, the term “Share” means, after giving effect to the IPO, the number of ADSs equal to one Ordinary Share (but if the ratio of ADSs to Ordinary Shares is not 1:1, then the Shares subject to the Options will automatically be adjusted to reflect the ratio of the ADSs to Ordinary Shares, as reasonably determined by the Committee), subject to the terms of the Plan.

Adjustments to Options. In the event that the Company completes a Corporate Transaction after the date the Purchasers have acquired at least 2,000,000 Common Shares through Market Purchases or have exercised the Phase 1 Option, then necessary adjustments will be made to the Phase 1 Option and Phase 2 Option, as applicable, such that (i) the Phase 1 Option and Phase 2 Option, as applicable, will become exercisable for voting securities and Purchase Warrants of the successor or surviving entity resulting from such Corporate Transaction and (ii) corresponding adjustments will be made to the exercise price of, or number of shares and Purchase Warrants comprising, the P1 Units and the P2 Units, as applicable, to reflect the relative value of the currently contemplated investment in the Company pursuant to the terms of this Agreement, being the purchase of a minimum of $5,000,000 and a maximum of $7,500,000 in P1 Units under the Phase 1 Option and the purchase of up to a maximum of $40,000,000 in P2 Units under the Phase 2 Option. Equitable adjustments will also be made to the Phase 1 Option and Phase 2 Option in the event of share consolidation, share split, stock dividend or similar event.

Adjustments to Options. In the event of changes in the outstanding Common Stock by reason of stock dividends, stock splits, reverse stock splits, recapitalizations, reorganizations, mergers, consolidations, combinations or other changes in capitalization occurring after the date of this Agreement, the number of shares underlying the Options and, with respect to the Options, the exercise price, shall be equitably adjusted by the Board.

Adjustments to Options. Except as otherwise provided ---------------------- herein, appropriate and proportional adjustments shall be made in the number and class of shares subject to the Option and the purchase price of such shares in the event of a stock dividend, stock split, reverse stock split, recapitalization, reorganization, merger, consolidation, separation, or like change in the capital structure of the Company. To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by the Board, the determination of which shall be final, binding, and conclusive.