Common use of Change in Capitalization Clause in Contracts

Change in Capitalization. (a) The number and kind of unvested Restricted Shares shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of Common Stock that cause the per share value of the Restricted Shares to change, such as a stock dividend, stock split, spinoff, or rights offering (each an “Equity Restructuring”). No fractional shares shall be issued in making such adjustment. (b) In the event of a merger, consolidation, extraordinary dividend, sale of substantially all of the Company’s assets or other material change in the capital structure of the Company, or a tender offer for shares of Common Stock, or other reorganization of the Company, in each case that does not result in an Equity Restructuring or a Change in Control, the Compensation Committee shall take such action to make such adjustments with respect to the unvested Restricted Shares as the Compensation Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the unvested portion of the Award, substituting cash, other securities, or other property to replace the unvested portion of the Award, or removing of restrictions on unvested Restricted Shares. (c) All determinations and adjustments made by the Compensation Committee pursuant to this Section will be final and binding on the Recipient. Any action taken by the Compensation Committee need not treat all recipients of awards under the Plan equally. (d) The existence of the Plan and the Restricted Stock Grant shall not affect the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

Change in Capitalization. (a) The number and kind of unvested Restricted Shares shares issuable under this Agreement shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of Common Stock that cause the per share value of the Restricted Shares shares of Common Stock subject to this Award to change, such as a stock dividend, stock split, spinoff, or rights offering (each an “Equity Restructuring”). No fractional shares shall be issued in making such adjustment. (b) In the event of a merger, consolidation, extraordinary dividend, sale of substantially all of the Company’s assets or other material change in the capital structure of the Company, or a tender offer for shares of Common Stock, or other reorganization of the Company, in each case that does not result in an Equity Restructuring or a Change in Control, the Compensation Committee shall take such action to make such adjustments with respect to the unvested Restricted Shares Stock Units as the Compensation Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the unvested portion of the Award, substituting cash, other securities, or other property to replace the unvested portion of the Award, or removing of restrictions on unvested Restricted Sharesrestrictions. (c) All determinations and adjustments made by the Compensation Committee pursuant to this Section will be final and binding on the Recipient. Any action taken by the Compensation Committee need not treat all recipients of awards under the Plan equally. (d) The existence of the Plan and the Restricted Stock Units Grant shall not affect the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

Change in Capitalization. (a) The number and kind of unvested Restricted Shares shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of Common Stock capital stock of the Company that cause causes the per share value of the Restricted Shares shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering, or rights offering recapitalization through a large, nonrecurring cash dividend (each each, an “Equity Restructuring”). No fractional shares shall be issued in making such adjustment. (b) In the event of a merger, consolidation, extraordinary dividend, sale of substantially all of the Company’s assets or other material change in the capital structure of the Company, or a tender offer for shares of Common Stock, or other reorganization of the Company, in each case that does not result in an Equity Restructuring or a Change in Control, that in each case is not an “Equity Restructuring,” the Compensation Committee shall take such action to make such adjustments with respect to the unvested Restricted Shares or the terms of this Award as the Compensation Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the unvested portion of the Award, substituting cash, cash or other securities, or other property to replace the unvested portion of the Award, or removing of restrictions on unvested Restricted Shares. (c) . All determinations and adjustments made by the Compensation Committee pursuant to this Section 6(b) will be final and binding on the Recipient. Any action taken by the Compensation Committee need not treat all recipients of awards under the Plan equally. (dc) The existence of the Plan and the Restricted Stock Grant this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding.

Change in Capitalization. (a) The number and kind of unvested Restricted Shares shall be proportionately adjusted for nonreciprocal transactions between any increase or decrease in the Company and the holders number of issued shares of Common Stock that cause resulting from a spin-off, a subdivision or combination of shares, or the per share value payment of the Restricted Shares to change, such as a stock dividend, stock split, spinoff, dividend in shares of Common Stock to holders of outstanding shares of Common Stock or rights offering (each an “Equity Restructuring”)any other increase or decrease in the number of shares of Common Stock outstanding is effected without receipt of consideration by the Company. No fractional shares shall be issued in making such adjustment. (b) In the event of a merger, consolidation, extraordinary dividend, sale of substantially all of the Company’s 's assets or other material change in the capital structure of the Company, or a tender offer for shares of Common Stock, or other reorganization of the Company, in each case that does not result in an Equity Restructuring or a Change in Control, the Compensation Committee shall take such action to make such adjustments with respect to the unvested Restricted Shares as are appropriate to convert the Compensation Committee, in its sole discretion, determines in good faith is necessary or appropriateRestricted Shares into the same consideration per share of Common Stock that applies to the Common Stock holders of the Company, including, without limitation, adjusting the number and class of securities subject to the unvested portion of the Award, or substituting cash, other securities, or other property to replace the unvested portion Award; provided that such consideration shall continue to be subject to the provisions of the this Award, or removing of restrictions on unvested Restricted Shares. (c) All determinations and adjustments made by the Compensation Committee pursuant to this Section will be final and binding on the RecipientParticipant. Any action taken by the Compensation Committee need not treat all recipients of awards under the Plan equally. (d) The existence of the Plan and the Restricted Stock Grant Award shall not affect the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

Change in Capitalization. (a) The number and kind of unvested Restricted Shares shall be proportionately adjusted for nonreciprocal transactions between any increase or decrease in the Company and the holders number of issued shares of Common Stock that cause resulting from a subdivision or combination of shares or the per share value payment of the Restricted Shares to change, such as a stock dividend, stock split, spinoff, dividend in shares of Common Stock to holders of outstanding shares of Common Stock or rights offering (each an “Equity Restructuring”)any other increase or decrease in the number of shares of Common Stock outstanding is effected without receipt of consideration by the Company. No fractional shares shall be issued in making such adjustment. (b) In the event of a merger, consolidation, extraordinary dividend, spin-off, sale of substantially all of the Company’s assets or other material change in the capital structure of the Company, or a tender offer for shares of Common Stock, or other reorganization of the Company, in each case that does not result in an Equity Restructuring or a Change in Control, the Compensation Committee shall take such action to make such adjustments with respect to the unvested Restricted Shares or the terms of this Award as the Compensation Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the unvested portion of the Award, substituting cash, other securities, or other property to replace the unvested portion of the Award, or removing of restrictions on unvested Restricted Shares. (c) All determinations and adjustments made by the Compensation Committee pursuant to this Section will be final and binding on the Recipient. Any action taken by the Compensation Committee need not treat all recipients of awards under the Plan equally. (d) The existence of the Plan and the Restricted Stock Unit Grant shall not affect the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or part of its business or assets, or any other corporate act or proceeding.

Change in Capitalization. (a) The number and kind of unvested Restricted Shares shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of Common Stock capital stock of the Company that cause causes the per share value of the Restricted Shares shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering, or rights offering recapitalization through a large, nonrecurring cash dividend (each each, an “Equity Restructuring”). No fractional shares shall be issued in making such adjustment. (b) In the event of a merger, consolidation, extraordinary dividend, sale of substantially all of the Company’s assets or other material change in the capital structure of the Company, or a tender offer for shares of Common Stock, or other reorganization of the Company, in each case that does not result in an Equity Restructuring or a Change in Control, that in each case is not an “Equity Restructuring,” the Compensation Committee shall take such action to make such adjustments with respect to the unvested Restricted Shares or the terms of this Award as the Compensation Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the unvested portion of the Award, substituting cash, cash or other securities, or other property to replace the unvested portion of the Award, or removing of restrictions on unvested Restricted Shares. (c) . All determinations and adjustments made by the Compensation Committee pursuant to this Section (b) will be final and binding on the Recipient. Any action taken by the Compensation Committee need not treat all recipients of awards under the Plan equally. (dc) The existence of the Plan and the Restricted Stock Grant this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding.