Adjustment for Change in Capitalization. Upon exercise of the Warrant, the Holder thereof shall be entitled to receive an amount of Stock which shall be based upon the two million (2,000,000) shares of Stock set forth in Section 1. I above and adjusted as set forth herein. If the outstanding shares of Stock shall be subdivided (split), combined (reverse split), by reclassification or otherwise, or if there is declared any dividend * Confidential treatment requested. Confidential portion has been filed seperately with the Securities and Exchange Commission. payable on the Stock in shares of Stock, or upon the issuance of options, warrants, or securities exercisable or convertible into Stock, the Exercise Price in effect immediately prior to such event shall be adjusted to the price determined by dividing (1) the number of shares of Stock outstanding (determined on a fully diluted basis) immediately prior to such event multiplied by the Exercise Price in effect immediately prior to such event by (2) the total number of shares of Stock outstanding immediately after such event (determined on a fully diluted basis). If at any time there shall be a capital reorganization of the Company's Stock, then, as part of such capital reorganization, the Company shall cause lawful provisions to be made so that the Holder of the Warrant shall thereafter be entitled to receive on the exercise of the Warrant the number of shares of stock, securities, or other property of the Company, to which a holder of the Stock into which the Warrant is exercisable would have been entitled on such capital reorganization, if the Warrant had been exercised immediately before that capital reorganization. In any such event, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made to the Exercise Price with respect to the rights and interests of the Holder after such capital reorganization, to the end that this Section 1.3 and the rights of the Holder hereunder (including adjustment to the Exercise Price then in effect and the number of shares of Stock received upon exercise hereof) shall be applicable after that event, as near as reasonably may be, to any shares, securities or property deliverable after that event on exercise of the Warrant. The Company shall give the Holder no less than fifteen (15) days prior written notice of the proposed effective date of any transaction or event resulting in an adjustment to the number of Warrant Shares or the Exercise Price under the Warrant.
Adjustment for Change in Capitalization. In the event that any special or extraordinary dividend or other extraordinary distribution is declared (whether in the form of cash, Stock, or other property), or there occurs any recapitalization, stock dividend, reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange or other similar corporate transaction or event, the Administrator shall adjust, as it deems necessary or appropriate, (i) the number and kind of shares of stock which may thereafter be issued in connection with Awards, (ii) the number and kind of shares of stock issued or issuable in respect of outstanding Awards, and (iii) the limitations set forth in Section 1.04(a); provided that no such adjustment shall cause any Award hereunder which is or becomes subject to section 409A of the Code to fail to comply with the requirements of such section.
Adjustment for Change in Capitalization. In the event that any special or extraordinary dividend or other extraordinary distribution is declared (whether in the form of cash, Stock, or other property), or there occurs any recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange or other similar corporate transaction or event, the Administrator shall adjust, as it deems necessary or appropriate, (i) the number and kind of shares of stock which may thereafter be issued in connection with Awards, (ii) the number and kind of shares of stock or other property, including cash, issued or issuable in respect of outstanding Awards, (iii) the exercise price, xxxxx xxxxx or purchase price relating to any Award, and (iv) the limitations set forth in Section 1.04(a) and (b); provided that, with respect to Incentive Stock Options, such adjustment shall be made in accordance with Section 424 of the Code; and provided further that no such adjustment shall cause any Award hereunder which is or becomes subject to Section 409A of the Code to fail to comply with the requirements of such section.
Adjustment for Change in Capitalization. In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Common Stock, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event, affects the Common Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Participants under the Plan, then the Committee shall make such equitable changes or adjustments as it deems necessary or appropriate to any or all of (i) the number and kind of shares of stock which may thereafter be issued in connection with Incentive Awards, (ii) the number and kind of shares of stock issued or issuable in respect of outstanding Incentive Awards, and (iii) the exercise price, xxxxx xxxxx, or purchase price relating to any Incentive Award; provided that, with respect to Incentive Stock Options, such adjustment shall be made in accordance with Section 424 of the Code.
Adjustment for Change in Capitalization. In the event that any dividend or other distribution is declared (whether in the form of cash, Common Stock, or other property), or there occurs any recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, or other similar corporate transaction or event, the Committee shall adjust, in its sole and absolute discretion, the shares of Restricted Stock, and any dividends, cash, property, or stock issuable in respect of the Restricted Stock, proportionate to any such adjustments made with respect to the Company’s outstanding Common Stock.
Adjustment for Change in Capitalization. It is the intent of the parties to this Agreement that the benefits of any appreciation of the underlying Restricted Stock shall be preserved in any event, including but not limited to a reclassification, recapitalization, merger, consolidation, reorganization, stock dividend, stock split or any other Change in Capitalization or other transaction as more fully described in Sections 7 or 8 of the Plan.
Adjustment for Change in Capitalization. All references to the number of Shares and the purchase price of the Shares in this Agreement shall be appropriately adjusted to reflect any Change in Capitalization after the date of this Agreement.
Adjustment for Change in Capitalization. If any dividend or other distribution (whether in the form of cash, Common Stock, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event, affects the Common Stock such that an adjustment is appropriate to prevent in equitable dilution or enlargement of the rights of Participants under this Plan, then (i) the number and kind of shares of Common Stock which may thereafter be issued in connection with Awards, including adjustment of the Total Share Reserve, (ii) the number and kind of shares of Common Stock issued or issuable in respect of outstanding Awards, and (iii) the exercise price relating to any outstanding Award shall be appropriately and corresponding adjusted to reflect such event and prevent inappropriate dilution or enlargement of the outstanding rights of Participants under this Plan; provided, that, with respect to Incentive Stock Options, such adjustment shall be made in accordance with Section 424 of the Code; and provided further that no adjustment shall be made to any outstanding Award in a manner that causes the holder of the Award to be subject to taxation under Code Section 409A.
Adjustment for Change in Capitalization. (i) In the event of a merger, consolidation, acquisition of property or shares, stock rights offering, liquidation, disposition for consideration of Parent’s direct or indirect ownership of a subsidiary, or similar event affecting Parent or any of its subsidiaries (each, a “Corporate Transaction”), the board of directors of Parent (the “Board”) or any committee designated by the Board (the “Committee”) may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to (i) the number and kind of shares or other securities subject to outstanding Restricted Shares, and (ii) the performance thresholds set forth in Section 7(c).
(ii) In the event of a stock dividend, stock split, reverse stock split, reorganization, share combination, or recapitalization or similar event affecting the capital structure of Parent, or separation or spinoff, in each case, without consideration, or other extraordinary dividend of cash or other property to Parent’s stockholders, the Committee or the Board shall make such substitutions or adjustments as it deems appropriate and equitable to (i) the number and kind of shares or other securities subject to outstanding Restricted Shares, and (ii) the performance thresholds set forth in Section 7(c).
(iii) In the case of Corporate Transactions, such adjustments may include, without limitation, (i) the cancellation of outstanding Restricted Shares in exchange for payments of cash, property, or a combination thereof having an aggregate value equal to the value of such Restricted Shares, as determined by the Board in its good faith discretion; (ii) the substitution of other property (including, without limitation, cash or other securities of Parent and securities of entities other than Parent) for outstanding Restricted Shares; and (iii) in connection with any sale of a division, separation, or spinoff, arranging for the assumption of Restricted Shares, or replacement of Restricted Shares with new awards based on other property or other securities (including, without limitation, other securities of Parent and securities of entities other than Parent), by the affected subsidiary, affiliate, or division or by the entity that controls such subsidiary, affiliate, or division following such transaction (as well as any corresponding adjustments to Restricted Shares that remain based upon Parent’s securities).
Adjustment for Change in Capitalization
