Common use of Effect of Changes in Capitalization Clause in Contracts

Effect of Changes in Capitalization. (a) If the number of outstanding shares of common stock of the Company is increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any merger, share exchange, consolidation, reorganization, recapitalization, reclassification, stock split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such shares effected without receipt of consideration by the Company, a proportionate and appropriate adjustment shall be made by the Company with respect to the number Option Shares then outstanding under Section 3.4, so that the proportionate interest of Employee immediately following such event shall, to the extent practicable, be the same as immediately prior to such event. Any such adjustment in the number of Option Shares shall not change the aggregate option price payable with respect to the then unexercised Option Shares, but shall include a corresponding proportionate adjustment in the option price per Option Share. (b) Adjustments under this Section 3.6 relating to Option Shares or securities of the Company shall be made by the Board of Directors, whose determination in that respect shall be final and conclusive. No fractional shares or units of other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding upward to the nearest whole share or unit.

Effect of Changes in Capitalization. (a) If the number of outstanding shares of common stock of the Company is increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any merger, share exchange, consolidation, reorganization, recapitalization, reclassification, stock split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such shares effected without receipt of consideration by the Company, a proportionate and appropriate adjustment shall be made by the Company with respect to the number Option Shares then outstanding under Section 3.43.3, so that the proportionate interest of Employee immediately following such event shall, to the extent practicable, be the same as immediately prior to such event. Any such adjustment in the number of Option Shares shall not change the aggregate option price payable with respect to the then unexercised Option Shares, but shall include a corresponding proportionate adjustment in the option price per Option Share. (b) Adjustments under this Section 3.6 3.4 relating to Option Shares or securities of the Company shall be made by the Company's Board of Directors, whose determination in that respect shall be final and conclusive. No fractional shares or units of other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding upward to the nearest whole share or unit.

Effect of Changes in Capitalization. (a) If the number of outstanding shares of common stock of the Company is increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any merger, share exchange, consolidation, reorganization, recapitalization, reclassification, stock split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such shares effected without receipt of consideration by the Company, a proportionate and appropriate adjustment shall be made by the Company with respect to the number of Option Shares then outstanding under Section 3.4, so that the proportionate interest of Employee immediately following such event shall, to the extent practicable, be the same as immediately prior to such event. Any such adjustment in the number of Option Shares shall not change the aggregate option price payable with respect to the then unexercised Option Shares, but shall include a corresponding proportionate adjustment in the option price per Option Share. (b) Adjustments under this Section 3.6 relating to Option Shares or securities of the Company shall be made by the Board of Directors, whose determination in that respect shall be final and conclusive. No fractional shares or units of other securities shall be issued pursuant to any such adjustment, adjustment and any fractions resulting from any such adjustment shall be eliminated in each case by rounding upward to the nearest whole share or unit.