Recapitalization Clause Example with 13 Variations from Business Contracts

Recapitalization. Subject to any required action by the shareholders of the Company, shareholders, the number of Shares covered by this Option, Plan as provided in Section 6, the maximum grant limitation in Section 5(b), the number of Shares or Share Equivalents covered by or referenced in each outstanding Award, and the Exercise Price thereof, of each outstanding Option or Stock Appreciation Right and any price required to be paid for Restricted Stock or Other Share-Based Award shall be proportionately adjusted ...for any increase or decrease in the number of issued shares Shares resulting from a subdivision or consolidation of shares or Shares, the payment of a stock dividend, dividend (but only of Common Stock) or any other increase or decrease in the number of such shares Shares effected without receipt of consideration by the Company; provided however that Company or the conversion of any convertible securities of the Company shall not be deemed having been "effected without receipt of consideration by the Company". In the event declaration of a proposed dissolution or liquidation dividend payable in cash that has a material effect on the price of the Company, a merger or consolidation in which the Company is not the surviving entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a "Reorganization"), unless otherwise provided by the Board, this Option shall terminate immediately prior to such date as is determined by the Board, which date shall be no later than the consummation of such Reorganization. In such event, if the entity which shall be the surviving entity does not tender to Optionee an offer, for which it has no obligation to do so, to substitute for any unexercised Option a stock option or capital stock of such surviving of such surviving entity, as applicable, which on an equitable basis shall provide the Optionee with substantially the same economic benefit as such unexercised Option, then the Board may grant to such Optionee, in its sole and absolute discretion and without obligation, the right for a period commencing thirty (30) days prior to and ending immediately prior to the date determined by the Board pursuant hereto for termination of the Option or during the remaining term of the Option, whichever is the lesser, to exercise any unexpired Option or Options without regard to the installment provisions of this Agreement; provided, however, that such exercise shall be subject to the consummation of such Reorganization. issued Shares. Subject to any required action by the shareholders of the Company, shareholders, if the Company shall be the surviving entity in a party to any merger merger, consolidation or consolidation, this Option thereafter other reorganization, each outstanding Award shall pertain to and apply to the securities to which a holder of the number of Shares equal or Share Equivalents subject to the Shares subject to this Option Award would have been entitled by reason of such merger or consolidation, and the installment provisions of this Agreement shall continue to apply. entitled. In the event of a change in the shares of the Company Common Stock as presently constituted, which is limited to a change of all of its authorized Stock shares with a par value into the same number of shares of Stock with a different par value or without a par value, the shares resulting from any such change shall be deemed to be the Shares Common Stock within the meaning of this Option. the Plan. To the extent that the foregoing adjustments relate to shares stock or securities of the Company, such adjustments shall be made by the Board, Administrator, whose determination in that respect shall be final, binding and conclusive. conclusive, provided that each Incentive Stock Option granted pursuant to this Plan shall not be adjusted in a manner that causes the Option to fail to continue to qualify as an incentive stock option within the meaning of Code Section 422 or subject the Option to the requirements of Code Section 409A. Except as hereinbefore expressly provided, Optionee provided in this Section 19, a Participant shall have no rights by reason of any subdivision or consolidation of shares of Stock stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number and price of Shares subject to this Option shall not be affected by, and no adjustments shall be made class or by reason of, of any dissolution, liquidation, merger, merger or consolidation or sale spin-off of assets or capital stock, or stock of another company, and any issue by the Company of shares of stock of any class or securities convertible into shares of stock of any class. class, shall not affect the number or price of Shares subject to the Award. The grant of this Option an Award pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve merge or liquidate consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets. View More

Recapitalization. (a) Subdivision or consolidation of shares. Subject to any required action by the shareholders of the Company, the number of Option Shares covered by this Option, and the Exercise Price thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of such shares effected without receipt of consideration by the Company...; provided however that the conversion of any convertible securities of the Company shall not be deemed having been "effected without receipt of consideration by the Company". Company." (b) Reorganizations, Mergers etc. (i) In the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a "Reorganization"), unless otherwise provided by "Reorganization"): (1) then, subject to Clause (b)(ii) below, any and all shares as to which the Board, Option had not yet vested shall vest upon the date (the "Reorganization Vesting Date") that the Company provides the Recipient with the Reorganization Notice (as defined below); and provided, however, that there has been no termination of the Recipient's services, Recipient shall have the right to exercise this Option shall terminate immediately prior to such the extent of all shares subject to the Option, for a period commencing on the Reorganization Vesting Date and terminating on the date as is determined by the Board, which date shall be no later than of the consummation of such Reorganization. In such event, if Unless otherwise agreed to by the entity which Company, the Option shall terminate upon the consummation of the Reorganization and may not be the surviving entity does not tender exercised thereafter as to Optionee an offer, for which it has no obligation to do so, to substitute for any unexercised Option a stock option or capital stock of such surviving of such surviving entity, as applicable, which on an equitable basis shares subject thereto. The Company shall provide the Optionee with substantially the same economic benefit as such unexercised Option, then the Board may grant to such Optionee, notify Recipient in its sole and absolute discretion and without obligation, the right for a period commencing thirty (30) writing (the "Reorganization Notice"), at least 30 days prior to and ending immediately prior to the date determined by the Board pursuant hereto for termination of the Option or during the remaining term of the Option, whichever is the lesser, to exercise any unexpired Option or Options without regard to the installment provisions of this Agreement; provided, however, that such exercise shall be subject to the consummation of such Reorganization, of its intention to consummate a Reorganization. 4 (2) Anything herein to the contrary notwithstanding, the exercise of the Option or any portion thereof pursuant to this Section 10(b) will be consummated simultaneously with the consummation of the Reorganization. If after the Company provides the Reorganization Notice to the Recipient the Company provides the Recipient with a further written notice notifying the Recipient that the Reorganization will not be consummated, then the Option will return to its status prior to the Reorganization Notice and the shares as to which the Option vested solely by virtue of this Section 10(b) (i) will revert to an unvested status. (ii) Subject to any required action by the shareholders of the Company, if the Company shall be the surviving entity in any merger or consolidation, this Option these Options thereafter shall pertain to and apply to the securities to which a holder Recipient of Option Shares equal to the Option Shares subject to this Option these Options would have been entitled by reason of such merger or consolidation, and the installment provisions of this Agreement Section 5 shall continue to apply. In the event of a change in the shares of the Company as presently constituted, which is limited to a change of all of its authorized Stock with a par value into the same number of shares of Stock without a par value, the shares resulting from any such change shall be deemed to be the Shares within the meaning of this Option. (iii) To the extent that the foregoing adjustments relate to shares or securities of the Company, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as hereinbefore expressly provided, Optionee Recipient shall have no rights by reason of any subdivision or consolidation of shares of Stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number and price of Option Shares subject to this Option shall not be affected by, and no adjustments shall be made by reason of, any dissolution, liquidation, merger, consolidation or sale of assets or capital stock, or any issue by the Company of shares of stock of any class or securities convertible into shares of stock of any class. (iv) The grant of this Option these Options shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve or liquidate or to sell or transfer all or any part of its business or assets. View More

Recapitalization. (a) Subdivision or consolidation of shares. Subject to any required action by the shareholders of the Company, the number of Option Shares covered by this Option, and the Exercise Price thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of such shares effected without receipt of consideration by the Company...; provided however that the conversion of any convertible securities of the Company shall not be deemed having been "effected without receipt of consideration by the Company". Company." (b) Reorganizations, Mergers etc. (i) In the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a "Reorganization"), unless otherwise provided by "Reorganization"): (1) then, subject to Clause (b)(ii) below, any and all shares as to which the Board, Option had not yet vested shall vest upon the date (the "Reorganization Vesting Date") that the Company provides the Recipient with the Reorganization Notice (as defined below); and provided, however, that there has been no termination of the Employment Agreement Recipient shall have the right to exercise this Option shall terminate immediately prior to such the extent of all shares subject to the Option, for a period commencing on the Reorganization Vesting Date and terminating on the date as is determined by the Board, which date shall be no later than of the consummation of such Reorganization. In such event, if Unless otherwise agreed to by the entity which Company, the Option shall terminate upon the consummation of the Reorganization and may not be the surviving entity does not tender exercised thereafter as to Optionee an offer, for which it has no obligation to do so, to substitute for any unexercised Option a stock option or capital stock of such surviving of such surviving entity, as applicable, which on an equitable basis shares subject thereto. The Company shall provide the Optionee with substantially the same economic benefit as such unexercised Option, then the Board may grant to such Optionee, notify Recipient in its sole and absolute discretion and without obligation, the right for a period commencing thirty (30) writing (the "Reorganization Notice"), at least 30 days prior to and ending immediately prior to the date determined by the Board pursuant hereto for termination of the Option or during the remaining term of the Option, whichever is the lesser, to exercise any unexpired Option or Options without regard to the installment provisions of this Agreement; provided, however, that such exercise shall be subject to the consummation of such Reorganization, of its intention to consummate a Reorganization. (2) Anything herein to the contrary notwithstanding, the exercise of the Option or any portion thereof pursuant to this Section 10(b) will be consummated simultaneously with the consummation of the Reorganization. If after the Company provides the Reorganization Notice to the Recipient the Company provides the Recipient with a further written notice notifying the Recipient that the Reorganization will not be consummated, then the Option will return to its status prior to the Reorganization Notice and the shares as to which the Option vested solely by virtue of this Section 10(b) (i) will revert to an unvested status. (ii) Subject to any required action by the shareholders of the Company, if the Company shall be the surviving entity in any merger or consolidation, this Option these Options thereafter shall pertain to and apply to the securities to which a holder Recipient of Option Shares equal to the Option Shares subject to this Option these Options would have been entitled by reason of such merger or consolidation, and the installment provisions of this Agreement Section 5 shall continue to apply. In the event of a change in the shares of the Company as presently constituted, which is limited to a change of all of its authorized Stock with a par value into the same number of shares of Stock without a par value, the shares resulting from any such change shall be deemed to be the Shares within the meaning of this Option. 3 (iii) To the extent that the foregoing adjustments relate to shares or securities of the Company, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as hereinbefore expressly provided, Optionee Recipient shall have no rights by reason of any subdivision or consolidation of shares of Stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number and price of Option Shares subject to this Option shall not be affected by, and no adjustments shall be made by reason of, any dissolution, liquidation, merger, consolidation or sale of assets or capital stock, or any issue by the Company of shares of stock of any class or securities convertible into shares of stock of any class. (iv) The grant of this Option these Options shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve or liquidate or to sell or transfer all or any part of its business or assets. View More

Recapitalization. (a) Subdivision or consolidation of shares. Subject to any required action by the shareholders of the Company, the number of Option Shares covered by this Option, and the Exercise Price thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of such shares effected without receipt of consideration by the Company...; provided however that the conversion of any convertible securities of the Company shall not be deemed having been "effected without receipt of consideration by the Company". Company." (b) Reorganizations, Mergers etc. (i) In the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a "Reorganization"), unless otherwise provided by "Reorganization"): (1) then, subject to Clause (b)(ii) below, any and all shares as to which the Board, Option had not yet vested shall vest upon the date (the "Reorganization Vesting Date") that the Company provides the Recipient with the Reorganization Notice (as defined below); and provided, however, that there has been no termination of the Recipient's services, Recipient shall have the right to exercise this Option shall terminate immediately prior to such the extent of all shares subject to the Option, for a period commencing on the Reorganization Vesting Date and terminating on the date as is determined by the Board, which date shall be no later than of the consummation of such Reorganization. In such event, if Unless otherwise agreed to by the entity which Company. The Option shall terminate upon the consummation of the Reorganization and may not be the surviving entity does not tender exercised thereafter as to Optionee an offer, for which it has no obligation to do so, to substitute for any unexercised Option a stock option or capital stock of such surviving of such surviving entity, as applicable, which on an equitable basis shares subject thereto. The Company shall provide the Optionee with substantially the same economic benefit as such unexercised Option, then the Board may grant to such Optionee, notify Recipient in its sole and absolute discretion and without obligation, the right for a period commencing thirty (30) writing (the "Reorganization Notice"), at least 30 days prior to and ending immediately prior to the date determined by the Board pursuant hereto for termination of the Option or during the remaining term of the Option, whichever is the lesser, to exercise any unexpired Option or Options without regard to the installment provisions of this Agreement; provided, however, that such exercise shall be subject to the consummation of such Reorganization, of its intention to consummate a Reorganization. 4 (2) Anything herein to the contrary notwithstanding, the exercise of the Option or any portion thereof pursuant to this Section 10(b) will be consummated simultaneously with the consummation of the Reorganization. If after the Company provides the Reorganization Notice to the Recipient the Company provides the Recipient with a further written notice notifying the Recipient that the Reorganization will not be consummated, then the Option will return to its status prior to the Reorganization Notice and the shares as to which the Option vested solely by virtue of this Section 10(b) (i) will revert to an unvested status. (ii) Subject to any required action by the shareholders of the Company, if the Company shall be the surviving entity in any merger or consolidation, this Option these Options thereafter shall pertain to and apply to the securities to which a holder Recipient of Option Shares equal to the Option Shares subject to this Option these Options would have been entitled by reason of such merger or consolidation, and the installment provisions of this Agreement Section 5 shall continue to apply. (iii) In the event of a change in the shares of the Company as presently constituted, which is limited to a change of all of its authorized Stock with a without par value into the same number of shares of Stock without with a par value, the shares resulting from any such change shall be deemed to be the Option Shares within the meaning of this Option. these Options. (iv) To the extent that the foregoing adjustments relate to shares or securities of the Company, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as hereinbefore expressly provided, Optionee Recipient shall have no rights by reason of any subdivision or consolidation of shares of Stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number and price of Option Shares subject to this Option shall not be affected by, and no adjustments shall be made by reason of, any dissolution, liquidation, merger, consolidation or sale of assets or capital stock, or any issue by the Company of shares of stock of any class or securities convertible into shares of stock of any class. (v) The grant of this Option these Options shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve or liquidate or to sell or transfer all or any part of its business or assets. View More

Recapitalization. (a) Subdivision or consolidation of shares. Subject to any required action by the shareholders of the Company, the number of Option Shares covered by this Option, and the Exercise Price thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of such shares effected without receipt of consideration by the Company...; provided however that the conversion of any convertible securities of the Company shall not be deemed having been "effected without receipt of consideration by the Company". Company." (b) Reorganizations, Mergers etc. (i) In the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a "Reorganization"), unless otherwise provided by "Reorganization"): (1) then, subject to Clause (b)(ii) below, any and all shares as to which the Board, Option had not yet vested shall vest upon the date (the "Reorganization Vesting Date") that the Company provides the Recipient with the Reorganization Notice (as defined below); and provided, however, that there has been no termination of the Recipient's services, Recipient shall have the right to exercise this Option shall terminate immediately prior to such the extent of all shares subject to the Option, for a period commencing on the Reorganization Vesting Date and terminating on the date as is determined by the Board, which date shall be no later than of the consummation of such Reorganization. In such event, if Unless otherwise agreed to by the entity which Company. The Option shall terminate upon the consummation of the Reorganization and may not be the surviving entity does not tender exercised thereafter as to Optionee an offer, for which it has no obligation to do so, to substitute for any unexercised Option a stock option or capital stock of such surviving of such surviving entity, as applicable, which on an equitable basis shares subject thereto. The Company shall provide the Optionee with substantially the same economic benefit as such unexercised Option, then the Board may grant to such Optionee, notify Recipient in its sole and absolute discretion and without obligation, the right for a period commencing thirty (30) writing (the "Reorganization Notice"), at least 30 days prior to and ending immediately prior to the date determined by the Board pursuant hereto for termination of the Option or during the remaining term of the Option, whichever is the lesser, to exercise any unexpired Option or Options without regard to the installment provisions of this Agreement; provided, however, that such exercise shall be subject to the consummation of such Reorganization, of its intention to consummate a Reorganization. (2) Anything herein to the contrary notwithstanding, the exercise of the Option or any portion thereof pursuant to this Section 10(b) will be consummated simultaneously with the consummation of the Reorganization. If after the Company provides the Reorganization Notice to the Recipient the Company provides the Recipient with a further written notice notifying the Recipient that the Reorganization will not be consummated, then the Option will return to its status prior to the Reorganization Notice and the shares as to which the Option vested solely by virtue of this Section 10(b) (i) will revert to an unvested status. (ii) Subject to any required action by the shareholders of the Company, if the Company shall be the surviving entity in any merger or consolidation, this Option these Options thereafter shall pertain to and apply to the securities to which a holder Recipient of Option Shares equal to the Option Shares subject to this Option these Options would have been entitled by reason of such merger or consolidation, and the installment provisions of this Agreement Section 5 shall continue to apply. (iii) In the event of a change in the shares of the Company as presently constituted, which is limited to a change of all of its authorized Stock with a without par value into the same number of shares of Stock without with a par value, the shares resulting from any such change shall be deemed to be the Option Shares within the meaning of this Option. these Options. 4 (iv) To the extent that the foregoing adjustments relate to shares or securities of the Company, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as hereinbefore expressly provided, Optionee Recipient shall have no rights by reason of any subdivision or consolidation of shares of Stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number and price of Option Shares subject to this Option shall not be affected by, and no adjustments shall be made by reason of, any dissolution, liquidation, merger, consolidation or sale of assets or capital stock, or any issue by the Company of shares of stock of any class or securities convertible into shares of stock of any class. (v) The grant of this Option these Options shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve or liquidate or to sell or transfer all or any part of its business or assets. View More

Recapitalization. Subject to any required action by the shareholders of the Company, the number of Shares covered by this Option, and the Exercise Price thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of such shares effected without receipt of consideration by the Company; provided however that the conversion of any conve...rtible securities of the Company shall not be deemed having been "effected without receipt of consideration by the Company". Company." In the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a "Reorganization"), unless otherwise except as provided by in the Board, this following paragraph, any Option granted hereunder shall terminate immediately terminate, but, provided that the Optionee shall have the right ten (10) days prior to any such date as is determined by Reorganization to exercise his Option in whole or in part whether or not the Board, which date shall be no later than vesting requirements set forth in the consummation of such Reorganization. In such event, if the entity which shall be the surviving entity does not tender to Optionee an offer, for which it has no obligation to do so, to substitute for any unexercised Option a stock option or agreement have been satisfied. If the stockholders of the Company receive capital stock of another corporation ("Exchange Stock") in exchange for their Common Shares in any Reorganization, all options granted hereunder shall terminate in accordance with the provision of the preceeding paragraph unless the Directors and the corporation issuing the Exchange Stock in their sole and arbitrary discretion and subject to any required action by the stockholders of the Company and such surviving corporation, agree that all such Options granted hereunder are converted into options to purchase shares of Exchange Stock. The amount and price of such surviving entity, as applicable, which on an equitable basis options shall provide be determined by adjusting the Optionee with substantially amount and price of the Options granted hereunder in the same economic benefit proportion as used for determining the number of shares of Exchange Stock the holders of the Common Shares receive in such unexercised Option, then merger, consolidation, acquisition of property or stock, separation or reorganization. The vesting schedule set forth in the Board may grant stock option agreement shall continue to such Optionee, in its sole and absolute discretion and without obligation, the right for a period commencing thirty (30) days prior to and ending immediately prior apply to the date determined by options granted for the Board pursuant hereto for termination of the Option or during the remaining term of the Option, whichever is the lesser, to exercise any unexpired Option or Options without regard to the installment provisions of this Agreement; provided, however, that such exercise shall be subject to the consummation of such Reorganization. Exchange Stock. Subject to any required action by the shareholders of the Company, if the Company shall be the surviving entity in any merger or consolidation, this Option thereafter shall pertain to and apply to the securities to which a holder of Shares equal to the Shares subject to this Option would have been entitled by reason of such merger or consolidation, and the installment provisions of this Agreement Section 5 shall continue to apply. 2 In the event of a change in the shares of the Company as presently constituted, which is limited to a change of all of its authorized Stock with a without par value into the same number of shares of Stock without with a par value, the shares resulting from any such change shall be deemed to be the Shares within the meaning of this Option. To the extent that the foregoing adjustments relate to shares or securities of the Company, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as hereinbefore expressly provided, Optionee shall have no rights by reason of any subdivision or consolidation of shares of Stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number and price of Shares subject to this Option shall not be affected by, and no adjustments shall be made by reason of, any dissolution, liquidation, merger, consolidation or sale of assets or capital stock, or any issue by the Company of shares of stock of any class or securities convertible into shares of stock of any class. The grant of this Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve or liquidate or to sell or transfer all or any part of its business or assets. View More

Recapitalization. 10.1 Subject to any required action by the shareholders of the Company, the number of Shares covered by this Option, and the Exercise Price thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares Common Shares resulting from a subdivision or consolidation of shares Common Shares or the payment of a stock dividend, or any other increase or decrease in the number of such shares Common Shares effected without receipt of consideration by the Company; pr...ovided however that the conversion of any convertible securities of the Company shall not be deemed having been "effected without receipt of consideration by the Company". Company." 10.2 In the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a "Reorganization"), unless otherwise provided by the Board, this Option shall terminate immediately prior to such date as is determined by the Board, which date shall be no later than the consummation of such Reorganization. In such event, proposed action, unless otherwise provided by the Board; provided, however, if the entity which Optionee shall be a consultant of the surviving entity does not tender to Company at the time such Reorganization is approved by the stockholders, Optionee an offer, for which it has no obligation to do so, to substitute for any unexercised Option a stock option or capital stock of such surviving of such surviving entity, as applicable, which on an equitable basis shall provide the Optionee with substantially the same economic benefit as such unexercised Option, then the Board may grant to such Optionee, in its sole and absolute discretion and without obligation, have the right for a period commencing thirty (30) days prior to and ending immediately prior exercise this Option as to the date determined by the Board pursuant hereto for termination all or any part of the Option or during the remaining term of the Option, whichever is the lesser, to exercise any unexpired Option or Options Shares, without regard to the installment instalment provisions of Section 6, for a period beginning 30 days prior to the consummation of such Reorganization and ending as of the Reorganization or the expiration of this Agreement; provided, however, that such exercise shall be Option, whichever is earlier, subject to the consummation of the Reorganization. In any event, the Company shall notify Optionee, at least 30 days prior to the consummation of such Reorganization, of his exercise rights, if any, and that the Option shall terminate upon the consummation of the Reorganization. 10.3 Subject to any required action by the shareholders of the Company, if the Company shall be the surviving entity in any merger or consolidation, this Option thereafter shall pertain to and apply to the securities to which a holder of Common Shares equal to the Shares subject to this Option would have been entitled by reason of such merger or consolidation, and the installment instalment provisions of this Agreement Section 6 shall continue to apply. 10.4 In the event of a change in the shares Common Shares of the Company as presently constituted, which is limited to a change of all of its authorized Stock with a Common Shares without par value into the same number of shares of Stock without Common Shares with a par value, the shares resulting from any such change shall be deemed to be the Shares within the meaning of this Option. 10.5 To the extent that the foregoing adjustments relate to shares Common Shares or securities of the Company, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as hereinbefore expressly provided, Optionee shall have no rights by reason of any subdivision or consolidation of shares of Stock Common Shares of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number and price of Shares subject to this Option shall not be affected by, and no adjustments shall be made by reason of, any dissolution, liquidation, merger, consolidation or sale of assets or capital stock, or any issue by the Company of shares of stock of any class or securities convertible into shares of stock of any class. 10.6 The grant of this Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve or liquidate or to sell or transfer all or any part of its business or assets. View More

Recapitalization. Subject to any required action by the shareholders stockholders of the Company, Corporation, the number of Shares covered by this Option, and the Exercise Price price per Share thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares Shares resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of such shares effected affected without receipt of consideration by the ...Company; Corporation; provided however that the conversion of any convertible securities of the Company Corporation shall not be deemed having been "effected without receipt of consideration by the Company". Corporation." 3 In the event of a proposed dissolution or liquidation of the Company, Corporation, a merger or consolidation in which the Company Corporation is not the surviving entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a "Reorganization"), unless otherwise provided by the Board, Corporation, this Option shall terminate immediately prior to such date as is determined by the Board, which date shall be no later than the consummation of such Reorganization. In such event, if proposed action, unless otherwise provided by the entity which shall be the surviving entity does not tender to Optionee an offer, for which it has no obligation to do so, to substitute for any unexercised Option a stock option or capital stock of such surviving of such surviving entity, as applicable, which on an equitable basis shall provide the Optionee with substantially the same economic benefit as such unexercised Option, then the Board. The Board may grant to such Optionee, in may, at its sole and absolute discretion and without obligation, declare that this Option shall terminate as of a date fixed by the Board and grant Optionee the right for a period commencing thirty (30) days prior to and ending immediately prior to the date determined by the Board pursuant hereto for termination of the Option such date, or during the remaining term of the this Option, whichever is the lesser, occurs sooner, to exercise this Option as to all or any unexpired Option or Options part of the Shares, without regard to the installment provisions provision of this Agreement; Paragraph 3; provided, however, that such exercise shall be subject to the consummation of such Reorganization. dissolution, liquidation, merger, consolidation or sale. Subject to any required action by the shareholders stockholders of the Company, Corporation, if the Company Corporation shall be the surviving entity in any merger or consolidation, this Option thereafter shall pertain to and apply to the securities to which a holder of Shares equal to the Shares subject to this Option would have been entitled by reason of such merger or consolidation, and the installment vesting provisions of this Agreement Section 3 shall continue to apply. In the event of a change in the shares Shares of the Company Corporation as presently constituted, which is limited to a change of all of its authorized Stock with a Shares without par value into the same number of shares of Stock without Shares with a par value, the shares Shares resulting from any such change shall be deemed to be the Shares within the meaning of this Option. Agreement. To the extent that the foregoing adjustments relate to shares or securities of the Company, Corporation, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as hereinbefore expressly provided, Optionee shall have no rights by reason of any subdivision or consolidation of shares share of Stock stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number and price of Shares shares subject to this Option shall not be affected by, and no adjustments shall be made by reason of, any dissolution, liquidation, merger, consolidation merger or sale of assets or capital stock, consolidation, or any issue by the Company Corporation of shares of stock of any class or securities convertible into shares of stock of any class. The grant of this Option shall not affect in any way the right or power of the Company Corporation to make adjustments, reclassifications, reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve or liquidate or to sell or transfer all or any part of its business or assets. View More

Recapitalization. Subject to any required action by the shareholders stockholders of the Company, Corporation, the number of Shares covered by this Option, and the Exercise Price price per Share thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares Shares resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of such shares effected affected without receipt of consideration by the ...Company; Corporation; provided however that the conversion of any convertible securities of the Company Corporation shall not be deemed having been "effected without receipt of consideration by the Company". Corporation." 3 In the event of a proposed dissolution or liquidation of the Company, Corporation, a merger or consolidation in which the Company Corporation is not the surviving entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a "Reorganization"), unless otherwise provided by the Board, Corporation, this Option shall terminate immediately prior to such date as is determined by the Board, which date shall be no later than the consummation of such Reorganization. In such event, if proposed action, unless otherwise provided by the entity which shall be the surviving entity does not tender to Optionee an offer, for which it has no obligation to do so, to substitute for any unexercised Option a stock option or capital stock of such surviving of such surviving entity, as applicable, which on an equitable basis shall provide the Optionee with substantially the same economic benefit as such unexercised Option, then the Board. The Board may grant to such Optionee, in may, at its sole and absolute discretion and without obligation, declare that this Option shall terminate as of a date fixed by the Board and grant Optionee the right for a period commencing thirty (30) days prior to and ending immediately prior to the date determined by the Board pursuant hereto for termination of the Option such date, or during the remaining term of the this Option, whichever is the lesser, occurs sooner, to exercise this Option as to all or any unexpired Option or Options part of the Shares, without regard to the installment provisions provision of this Agreement; Paragraph 3; provided, however, that such exercise shall be subject to the consummation of such Reorganization. dissolution, liquidation, merger, consolidation or sale. Subject to any required action by the shareholders stockholders of the Company, Corporation, if the Company Corporation shall be the surviving entity in any merger or consolidation, this Option thereafter shall pertain to and apply to the securities to which a holder of Shares equal to the Shares subject to this Option would have been entitled by reason of such merger or consolidation, and the installment vesting provisions of this Agreement Section 6 shall continue to apply. In the event of a change in the shares Shares of the Company Corporation as presently constituted, which is limited to a change of all of its authorized Stock with a Shares without par value into the same number of shares of Stock without Shares with a par value, the shares Shares resulting from any such change shall be deemed to be the Shares within the meaning of this Option. Agreement. To the extent that the foregoing adjustments relate to shares or securities of the Company, Corporation, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as hereinbefore expressly provided, Optionee shall have no rights by reason of any subdivision or consolidation of shares share of Stock stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number and price of Shares shares subject to this Option shall not be affected by, and no adjustments shall be made by reason of, any dissolution, liquidation, merger, consolidation merger or sale of assets or capital stock, consolidation, or any issue by the Company Corporation of shares of stock of any class or securities convertible into shares of stock of any class. The grant of this Option shall not affect in any way the right or power of the Company Corporation to make adjustments, reclassifications, reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve or liquidate or to sell or transfer all or any part of its business or assets. View More

Recapitalization. Subject to any required action by the shareholders of the Company, the number of Shares covered by this Option, and the Exercise Price thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of such shares effected without receipt of consideration by the Company; provided however that the conversion of any conve...rtible securities of the Company shall not be deemed having been "effected without receipt of consideration by the Company". Company." In the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a "Reorganization"), unless otherwise provided by the Board, this Option shall terminate immediately prior to such date as is determined by the Board, which date shall be no later than the consummation of such Reorganization. In such event, proposed action, unless otherwise provided by the Board; provided, however, if the entity which Optionee shall be a consultant at the surviving entity does not tender time such Reorganization is approved by the stockholders, Optionee shall have the right to Optionee an offer, for which it has no obligation exercise this Option but only to do so, to substitute for any unexercised the extent, that this Option a stock option or capital stock was exercisable as of such surviving of such surviving entity, as applicable, which on an equitable basis shall provide the Optionee with substantially the same economic benefit as such unexercised Option, then the Board may grant to such Optionee, in its sole and absolute discretion and without obligation, the right date, for a period commencing thirty (30) beginning 30 days prior to the consummation of such Reorganization and ending immediately prior to the date determined by the Board pursuant hereto for termination as of the Option Reorganization or during the remaining term expiration of the this Option, whichever is the lesser, to exercise any unexpired Option or Options without regard to the installment provisions of this Agreement; provided, however, that such exercise shall be earlier, subject to the consummation of the Reorganization. In any event, the Company shall notify Optionee, at least 30 days prior to the consummation of such Reorganization, of his exercise rights, if any, and that the Option shall terminate upon the consummation of the Reorganization. Subject to any required action by the shareholders of the Company, if the Company shall be the surviving entity in any merger or consolidation, this Option thereafter shall pertain to and apply to the securities to which a holder of Shares equal to the Shares subject to this Option would have been entitled by reason of such merger or consolidation, and the installment vesting provisions of this Agreement Section 5 shall continue to apply. 2 In the event of a change in the shares of the Company as presently constituted, which is limited to a change of all of its authorized Stock with a without par value into the same number of shares of Stock without with a par value, the shares resulting from any such change shall be deemed to be the Shares within the meaning of this Option. To the extent that the foregoing adjustments relate to shares or securities of the Company, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as hereinbefore expressly provided, Optionee shall have no rights by reason of any subdivision or consolidation of shares of Stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number and price of Shares subject to this Option shall not be affected by, and no adjustments shall be made by reason of, any dissolution, liquidation, merger, consolidation or sale of assets or capital stock, or any issue by the Company of shares of stock of any class or securities convertible into shares of stock of any class. The grant of this Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve or liquidate or to sell or transfer all or any part of its business or assets. View More