Adjustment Options Sample Clauses

Adjustment Options. In case of exceptional events or developments during the performance period, the Supervisory Board is entitled to adjust, either in favor or to the detriment of the Managing Director and using equitable discretion, the actual target achievement rates determined for the financial and non-financial performance criteria and the special targets, in order to ensure the performance assessment is appropriate. Examples of exceptional events or developments are an acquisition by a Schaeffler Group company or a disposal of all or part of a company or of equity investments in companies by a Schaeffler Group company, a merger of Xxxxxxxxxx XX with another company, significant changes in Schaeffler AG’s shareholder structure, changes in the legal and/or regulatory environment, economic implications of a significant exogenous shock (e.g. war, pandemic, or natural disasters), or high inflation. The planned merger of Vitesco Technologies Group AG into Xxxxxxxxxx XX has a significant impact on the STB performance criteria. As a result, the Supervisory Board is entitled to adjust the actual target achievement rates of the STB for merger-related items in order to ensure the Managing Directors’ performance is assessed appropriately.
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Adjustment Options. Upon the closing of the transactions contemplated by the Equity Purchase Agreement, either: (i) (x) the number of shares of Common Stock issuable upon the exercise of an Offering Warrant shall be adjusted to one-half of one share of Common Stock (such adjustment, the “Per-Warrant Share Adjustment”) and (y) the Registered Holder of such Offering Warrant shall be entitled to receive $0.625 in cash (the “Cash Consideration”; the option described in this subsection 4.4.1(a)(i) to adjust the number of shares of Common Stock issuable upon exercise of an Offering Warrant pursuant to the Per-Warrant Share Adjustment and to receive the Cash Consideration is referred to herein as the “Cash Option”); or (ii) (x) the number of shares of Common Stock issuable upon the exercise of an Offering Warrant shall be adjusted pursuant to the Per-Warrant Share Adjustment and (y) in addition, such Offering Warrant shall be exercisable, in the event that the Common Stock has a Trading Price (as defined below) of $12.00 or above per share for twenty (20) Trading Days (as defined below) out of thirty (30) consecutive Trading Days on or prior to the fifth anniversary of the closing of the transactions contemplated by the Equity Purchase Agreement (the “Stock Target”), for the right to purchase 0.0879 shares of Common Stock at an exercise price (regardless of the Warrant Price at the time of such exercise) of $0.0001 (the “Earn-Out Share Consideration”; the option described in this subsection 4.4.1(a)(ii) to adjust the number of shares of Common Stock issuable upon exercise of an Offering Warrant pursuant the Per-Warrant Share Adjustment and to receive the Earn-Out Share Consideration is referred to herein as the “Earn-Out Share Option” and, together with the Cash Option, the “Adjustment Options”); in each case as the holder of such Offering Warrant shall have elected or shall be deemed to have elected (an “Election”) in accordance with subsection 4.4.1(b); provided that, in either case, the Warrant Price shall not be adjusted, pursuant to Section 4.3 or otherwise, in connection with the Per-Warrant Share Adjustment. For the avoidance of doubt, assuming the Warrant Price is $12.00 per share of
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Adjustment Options. In case of exceptional events or developments during the performance period, the Supervisory Board is entitled to adjust, either in favor or to the detriment of the Managing Director and using equitable discretion, the actual target achievement rates determined for the TSR outperformance, EPS growth, and climate neutrality performance criteria, in order to ensure the performance assessment is appropriate. Examples of exceptional events or developments are an acquisition by a Schaeffler Group company or a disposal of all or part of a company or of equity investments in companies by a Schaeffler Group company, a merger of Xxxxxxxxxx XX with another company, significant changes in Schaeffler AG’s shareholder structure, changes in the legal and/or regulatory environment, economic implications of a significant exogenous shock (e.g. war, pandemic, or natural disasters), or high inflation. The planned merger of Vitesco Technologies Group AG into Xxxxxxxxxx XX has a significant impact on the EPS growth and climate neutrality performance criteria. As a result, the Supervisory Board is entitled to fix or adjust for merger-related items the actual target achievement rates of the EPS growth and climate neutrality performance criteria of the 2024 to 2027 PSUP tranche and subsequent tranches in order to ensure the Managing Directors’ performance is assessed appropriately.
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Adjustment Options. Executive shall also be granted additional stock options with a grant date fair value of approximately One Million Two Hundred Twenty Five Thousand dollars ($1,225,000) (the “Adjustment Options”). The Adjustment Options shall be granted at the same time and have the same exercise price as the Initial Options described in Paragraph 3(c)(ii)(A) . The Adjustment Options shall be subject to the terms of an award agreement between the Company and Executive, substantially in the form attached hereto as Exhibit C.
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Adjustment Options. In the event that there are employees affected by the integration who are declared surplus, such surplus employees will be entitled to exercise their applicable rights under the collective agreement. In any event severance payment shall not be less than two (2) weeks pay at their regular salary per year of service to a maximum fifty two (52) weeks.
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Adjustment Options. We may adjust loss to any insured property of others with the owners of such property or you for their account. Any such insurance under this policy shall not inure directly or indirectly to the benefit of any carrier or other bailee for hire.
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Adjustment Options. Section 37.1 (a) Provided that at the time of such exercise (1) there exists no monetary or material non-monetary Event of Default that has occurred and is then continuing, (2) this Lease is in full force and effect, and (3) Tenant shall not theretofore have exercised the right to lease the Additional Floor, then Original Tenant shall have the option (the “Contraction Option”) to subtract the twenty-sixth (26th) floor of the Building (the “Contraction Space”) from the Premises as of the Contraction Effective Date on the terms set forth below. If Tenant desires to exercise the Contraction Option, Tenant shall deliver an irrevocable notice (the “Contraction Notice”) to Landlord notifying Landlord of such exercise no later than thirty (30) days after the Effective Date and setting forth the identity of the Contraction Space. Time shall be of the essence as to Tenant’s giving the Contraction Notice. If Tenant fails to timely give the Contraction Notice with respect to the Contraction Option, Tenant shall have no further right to exercise the Contraction Option and the Contraction Option shall be null and void.
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Related to Adjustment Options

  • ADJUSTMENT RIGHTS The Exercise Price and the number of shares of Common Stock purchasable hereunder are subject to adjustment from time to time, as follows:

  • Stock Adjustments In the event that during the term of the pledge any stock dividend, reclassification, readjustment or other changes are declared or made in the capital structure of Pledgee, all new, substituted and additional shares or other securities issued by reason of any such change shall be delivered to and held by the Pledgee under the terms of this Security Agreement in the same manner as the Shares originally pledged hereunder. In the event of substitution of such securities, Pledgor, Pledgee and Pledgeholder shall cooperate and execute such documents as are reasonable so as to provide for the substitution of such Collateral and, upon such substitution, references to "Shares" in this Security Agreement shall include the substituted shares of capital stock of Pledgor as a result thereof.

  • Adjustments to Number of Shares The number of shares of Common Stock subject to this Option shall be adjusted to take into account any stock splits, stock dividends, recapitalization of the Common Stock as provided in the Stock Option Plan.

  • Share Adjustments If the Company's outstanding shares of Common Stock are 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 recapitalization, reclassification, stock split, combination of shares, stock dividend, or transaction having similar effect, the Board shall proportionately and appropriately adjust the number and kind of shares that are subject to this Option and the Exercise Price Per Share, without any change in the aggregate price to be paid therefor upon exercise of this Option.

  • Adjustments to Option The Option shall be subject to the adjustment provisions of Sections 8 and 9 of the Plan, provided, however, that in the event of the payment of an extraordinary dividend by the Company to its shareholders: the Exercise Price of the Option shall be reduced by the amount of the dividend paid, but only to the extent the Committee determines it to be permitted under applicable tax laws and to not have adverse tax consequences to the Optionee under Section 409A of the Code; and, if such reduction cannot be fully effected due to such tax laws and it will not have adverse tax consequences to the Optionee, then the Company shall pay to the Optionee a cash payment, on a per Share basis, equal to the balance of the amount of the dividend not permitted to be applied to reduce the Exercise Price of the applicable Option as follows: (a) for each Share subject to a vested Option, immediately upon the date of such dividend payment; and (b) for each Share subject to an unvested Option, on the date on which such Option becomes vested and exercisable with respect to such Share.

  • Subsequent Adjustments In the event that the Assuming Institution or the Receiver discovers any errors or omissions as contemplated by Section 8.2 or any error with respect to the payment made under Section 8.3 after the Settlement Date, the Assuming Institution and the Receiver agree to promptly correct any such errors or omissions, make any payments and effect any transfers or assumptions as may be necessary to reflect any such correction plus interest as provided in Section 8.4.

  • Adjustment of Number of Shares Upon each adjustment in the Warrant Price, the number of Shares purchasable hereunder shall be adjusted, to the nearest whole share, to the product obtained by multiplying the number of Shares purchasable immediately prior to such adjustment in the Warrant Price by a fraction, the numerator of which shall be the Warrant Price immediately prior to such adjustment and the denominator of which shall be the Warrant Price immediately thereafter.

  • Exceptions to Adjustment of Exercise Price No adjustment to the Exercise Price will be made (i) upon the exercise of any warrants, options or convertible securities granted, issued and outstanding on the date of issuance of this Warrant; (ii) upon the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee benefit plan, stock option plan or restricted stock plan of the Company now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by a majority of the independent members of the Board of Directors of the Company or a majority of the members of a committee of independent directors established for such purpose; or (iii) upon the exercise of the Warrants.

  • Adjustment of Shares (a) If at any time while unexercised Options are outstanding hereunder, there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of shares, then and in such event appropriate adjustment shall be made in the number of Shares and the exercise price per Share thereof then subject to this Option, so that the same proportion of the Company's issued and outstanding shares shall remain subject to purchase at the same aggregate exercise price. (b) The Company may change the terms of this Option, with respect to the exercise price or the number of Shares subject to this Option, or both, when, in the Company's sole discretion, such adjustments become appropriate by reason of any significant corporate transaction. (c) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to the number of or exercise price of Shares then subject to this Option. (d) Without limiting the generality of the foregoing, the existence of this Option shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to this Option; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

  • Adjustment of Exercise Price and Number of Shares The number of and kind of securities purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

Most Referenced Clauses

Most Referenced Definitions