Adjustments. In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, stock split, reverse stock split, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, or corporate transaction or event having an effect similar to the foregoing, the Committee shall adjust the Award, as provided by the Plan.
Adjustments. InUpon the eventoccurrence of any merger, reorganization, consolidation,dividend or other distribution (whether in the form of cash, Shares, other securities or other property), change in the capital or shares of capital stock, recapitalization, stock dividend, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchaserepurchase, or exchange of Shares or other securities of the Company, issuance of warrants or corporateother rights to purchase Shares or other securities of the Company or extraordinary transaction or event having an effect similar towhich affects the foregoing,Shares, then the Committee shall adjustmake such adjustment, if any, in such manner as it deems appropriate to prevent dilution or enlargement of the Award, as provided bybenefits or potential benefits intended to be made available under the Plan. Plan, in # the number and type of Shares (or other securities or property) which thereafter may be made the subject of Awards both to any individual and to all Participants, # outstanding Awards, including, without limitation, the number and type of Shares (or other securities or property) subject thereto, # the grant, purchase or exercise price with respect to outstanding Awards and, if deemed appropriate, make provision for cash payments to the holders of outstanding Awards, and # the terms and conditions of any outstanding Awards, including the performance goals of any Performance Awards; provided, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.
Adjustments. In the event that any dividend or other distribution (whether in the form of any merger, reorganization, consolidation,cash, Shares, other securities or other property), recapitalization, stock dividend, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event havingaffects the Shares such that an effect similaradjustment is necessary in order to prevent dilution or enlargement of the foregoing,benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of # the number and type of Shares (or other securities or other property) that thereafter may be made the subject of Awards, # the number and type of Shares (or other securities or other property) subject to outstanding Awards, # the purchase price or exercise price with respect to any Award and # the limitations contained in Section 4(d) of the Plan; provided, however, that the number of Shares covered by any Award or to which such Award relates shall adjust the Award, as providedalways be a whole number. Such adjustment shall be made by the Plan. Committee or the Board, whose determination in that respect shall be final, binding and conclusive.
Adjustments. In the event of any corporate event or transaction (including, but not limited to, a change in the Shares of the Company or the capitalization of the Company) such as a merger, consolidation, reorganization, consolidation, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, combination, repurchase or other distribution of stock or property of the Company, combination of Shares, exchange of Shares, dividend in kind, or other like change in capital structure, number of outstanding Shares or other securitiesdistribution (other than normal cash dividends) to stockholders of the Company, or any similar corporate transactionevent or event having an effect similartransaction, the Committee, in order to prevent dilution or enlargement of Participants’ rights under this Plan, shall substitute or adjust, as applicable, the foregoing,number and kind of Shares that may be issued under this Plan or under particular forms of Awards, the Committeenumber and kind of Shares subject to outstanding Awards, the Option Price or Grant Price applicable to outstanding Awards, the Annual Award Limits, and other value determinations applicable to outstanding Awards; provided that the Committee, in its sole discretion, shall adjustdetermine the Award, as provided bymethodology or manner of making such substitution or adjustment. The Committee, in its sole discretion, may also make appropriate adjustments in the Plan. terms of any Awards under this Plan to reflect such changes or distributions and may modify any other terms of outstanding Awards, including modifications of performance goals and changes in the length of Performance Periods.
Adjustments. In the event that any dividend or other distribution (whether in the form of any merger, reorganization, consolidation,cash, Shares, other securities, or other property), recapitalization, stock dividend, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event havingaffects the Shares such that an effect similaradjustment is required in order to preserve the value of issued and outstanding Awards and to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of # the number and type of Shares (or other securities or property) which thereafter may be made the subject of Awards, including the aggregate and individual limits specified in Section 5(a), (ii) the number and type of Shares (or other securities or property) subject to outstanding Awards, and # the grant, purchase, or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the foregoing,holder of an outstanding Award; provided, however, that the Committeenumber of Shares subject to any Award denominated in Shares shall adjust the Award, as provided by the Plan. always be a whole number.
Adjustments.Adjustments to Awards. In the event that any extraordinary dividend or other distribution (whether in the form of anycash, Shares, or other property), recapitalization, forward or reverse split, reorganization, merger, reorganization, consolidation, recapitalization, stock dividend, stock split, reverse stock split, spin-off, combination, repurchaserepurchase, share exchange, liquidation, dissolution, or exchange ofother similar corporate transaction or event affects the Shares and/or such other securities of the Company,Company or corporate transaction or event having an effect similar to the foregoing,any other issuer, then the Committee shallshall, in such manner as it may deem equitable, substitute, exchange or adjust any or all of # the number and kind of Shares which may be delivered in connection with Awards granted thereafter, # the number and kind of Shares by which annual per-person Award limitations are measured under Section 4 hereof, # the number and kind of Shares subject to or deliverable in respect of outstanding Awards, # the exercise price, grant price or purchase price relating to any Award and/or make provision for payment of cash or other property in respect of any outstanding Award, as provided byand # any other aspect of any Award that the Plan. Committee determines to be appropriate.
Adjustments.Adjustment. In the event of any merger, reorganization, consolidation, recapitalization, stockrecapitalization (including, without limitation, extraordinary cash dividend), share dividend, stockshare split, reverse stockshare split, spin-off, combination, repurchasestock rights offering, liquidation, acquisition of property or exchangeshares, combination of Sharesshares or other securities ofsimilar event affecting the Company, the Committee shall make such substitution(s) or corporate transactionadjustment(s) as it deems appropriate and equitable to prevent dilution or event havingenlargement of rights of Participants under the Plan to: the aggregate number and kind of shares of Stock or other security(ies) reserved for issuance under the Plan; in the maximum number of shares that may be subject to Awards granted to any Eligible Director during any calendar year or other period; the number and kind of shares of Stock or other security(ies) subject to outstanding Awards granted under the Plan; the Option Exercise Price of any outstanding Options and strike price/base price of any outstanding Stock Appreciation Right; provided, in each case, that no such adjustment authorized under this Section 3(c) shall be made to the extent that such adjustment would cause an effect similarAward to be subject to adverse tax consequences to the Participant under Section 409A. Notwithstanding the foregoing, the Committee may provide that the number of shares of Stock with respect to any Award shall adjustalways be a whole number, and for the Award, as provided by the Plan. payment of fractional shares to be paid out in cash.
Adjustments. In the event of any corporate event or transaction such as a merger, consolidation, reorganization, consolidation, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, combination, repurchasedistribution of stock or exchange of Shares or other securitiesproperty of the Company, combination of Shares, exchange of Shares, dividend in kind, extraordinary cash dividend or any other similar corporate event or transaction (“Corporate Transaction”), the Committee, in order to prevent dilution or event having an effect similarenlargement of Participants’ rights under this Plan, shall substitute or adjust, as applicable, # the number and kind of Shares that may be issued under this Plan or under particular forms of Awards, # the number and kind of Shares subject to outstanding Awards, # the foregoing,Option Price or Grant Price applicable to outstanding Awards, and # the CommitteeAnnual Award Limits and other value determinations applicable to outstanding Awards. The Committee, in its discretion, shall adjustdetermine the Award, as provided by the Plan. methodology or manner of making such substitution or adjustment.
Adjustments. In the event that any dividend or other distribution (whether in the form of any merger, reorganization, consolidation,cash, Shares, other securities, or other property), recapitalization, stock dividend, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event havingaffects the Shares such that an effect similaradjustment is required in order to preserve the value of issued and outstanding Awards and to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of # the number and type of Shares (or other securities or property) which thereafter may be made the subject of Awards, including the aggregate and individual limits specified in [Section 5(a), (ii)])] the number and type of Shares (or other securities or property) subject to outstanding Awards, and # the grant, purchase, or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the foregoing,holder of an outstanding Award; provided, however, that the Committeenumber of Shares subject to any Award denominated in Shares shall adjust the Award, as provided by the Plan. always be a whole number.
Adjustments.Adjustments in Event of Change in Common Stock. In the event of any merger, reorganization, consolidation, recapitalization,change in the Stock by reason of any stock dividend, stock split, reverse stock split,extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, repurchasecombination or exchange of Sharesshares, or other securitiesrights offering to purchase Stock at a price substantially below fair market value, or of any similar change affecting the Stock, the number and kind of shares which thereafter may be available for issuance under the Plan and the terms of outstanding Awards shall be appropriately adjusted consistent with such change in such manner as the Committee may deem equitable to prevent dilution or enlargement of the Company,rights granted to, or corporate transactionavailable for, Participants in the Plan. If the adjustment would result in fractional shares with respect to an Award, then the Committee may make such further adjustment (including, without limitation, the use of consideration other than Stock or event having an effect similarrounding to the foregoing,nearest whole number of shares) as the Committee shall adjustdeem appropriate to avoid the Award, as provided by the Plan. issuance of fractional shares.
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