Adjustment to Shares. If, prior to the Closing Date, the Company effects a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction with respect to any shares of its capital stock, references to the numbers of such shares and the prices therefore shall be equitably adjusted to reflect such change and, as adjusted, shall, from and after the date of such event, be subject to further adjustment in accordance herewith.
Adjustment to Shares. If there is any change in the Common Stock of the Company, through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, dividend in kind or other like change in capital structure or distribution (other than normal cash dividends) to stockholders of the Company, an adjustment shall be made to each outstanding Award so that each such Award shall thereafter be with respect to or exercisable for such securities, cash and/or other property as would have been received in respect of the Common Stock subject to such Award had such Award been paid, distributed or exercised in full immediately prior to such change or distribution. Such adjustment shall be made successively each time any such change shall occur. In addition, in the event of any such change or distribution, in order to prevent dilution or enlargement of Participants' rights under the Plan, the Committee shall have the authority to adjust, in an equitable manner, the number and kind of shares that may be issued under the Plan, the number and kind of shares subject to outstanding Awards, the exercise price applicable to outstanding Stock Options, and the Fair Market Value of the Common Stock and other value determinations applicable to outstanding Awards. Appropriate adjustments may also be made by the Committee in the terms of any Awards granted under the Plan to reflect such changes or distributions and to modify any other terms of outstanding Awards on an equitable basis, including modifications of performance goals and changes in the length of performance periods; provided, however, that with respect to Performance-Based Awards, such modifications and/or changes do not disqualify compensation attributable to such Awards as "performance-based compensation" under Code Section 162(m). In addition, the Committee is authorized to make adjustments to the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events affecting the Company or the financial statements of the Company, or in response to changes in applicable laws, regulations, or accounting principles. Notwithstanding anything contained in the Plan, any adjustment with respect to an ISO due to a change or distribution described in this Section 5.2 shall comply with the rules of Code Section 424(a), and in no event shall any adjustment be made which would render any ISO g...
Adjustment to Shares. The number of shares of Parent QVC Series A Stock and type of shares constituting Lock-Up Shares at any time of determination shall be appropriately adjusted by Parent (in its reasonable determination) in the event of any stock split, stock dividend, reverse stock split, combination, reclassification or other similar action with respect to the Parent QVC Series A Stock.
Adjustment to Shares. The number and kind of shares of stock with respect to which Awards hereunder may be granted (both overall and individual limitations) and which are the subject of outstanding Awards, and the maximum number and exercise price thereof, shall be adjusted as the Committee determines to be appropriate, in the event that:
Adjustment to Shares. In the event of any stock dividend, stock split, recapitalization or other change affecting the Common Stock as a class without receipt of consideration, then any new, substituted or additional securities or other property (including money paid other than as a regular cash dividend), which is by reason of any such transaction distributed to the Executive with respect to the shares of Restricted Stock, shall be immediately subject to a similar Restricted Period. Appropriate adjustments to reflect the distribution of such securities or property shall also be made to the number of shares of Restricted Stock.
Adjustment to Shares. The number of shares of LMG Series C Stock and type of shares constituting Lock-Up Shares at any time of determination shall be appropriately adjusted by Liberty Media (in its reasonable determination) in the event of any spin-off, split-off, stock split, stock dividend, reverse stock split, combination, reclassification or other similar action with respect to shares of LMG Series C Stock.
Adjustment to Shares. Subject to any required action by shareholders of the Company, the number of shares of common stock covered by each outstanding Restricted Stock Unit shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a subdivision or consolidation of shares, including, but not limited to, a stock split, reverse stock split, recapitalization, continuation or reclassification, or the payment of a stock dividend (but only on the stock) or any other increase or decrease in the number of such Shares effected without receipt of consideration by the Company. Any fraction of a Share subject to a Restricted Stock Unit that would otherwise result from an adjustment pursuant to this Section 8 shall be rounded upward to the next full number of shares without other compensation or consideration to the holder of such Restricted Stock Unit.
Adjustment to Shares. The number of shares and the per share purchase price shall be appropriately adjusted in the case of any reclassification or change of outstanding securities, the subdivision or combination of the Stock, the payment of a dividend with respect to the Stock payable in shares or a distribution of shares with respect to the Stock. If the Company at any time while the Put and Call remain outstanding and unexpired shall subdivide or combine its shares, the per share purchase price shall be proportionately decreased in the case of a subdivision or increased in the case of a combination. Upon each adjustment in the per share purchase price, the number of shares shall be adjusted, to the nearest whole share, to the product obtained by multiplying the number of shares purchasable immediately prior to such adjustment by a fraction (a) the numerator of which shall be the per share purchase price prior to the adjustment and (b) the denominator of which shall be the per share purchase price immediately thereafter.
Adjustment to Shares. In the event that after the Closing, the Company issues shares of capital stock (or any securities convertible into or exchangeable or exercisable for capital stock, or any options, warrants or other rights to purchase, subscribe for or otherwise acquire capital stock) at a price per share (the “Per Share Issuance Price”) less than the Per Share Purchase Price, then the Company shall issue to the Investor a number of additional shares of Common Stock equal to the difference between (i) the number of shares issued to the Investor pursuant to Section 1.1 and (ii) the Purchase Price divided by the Per Share Issuance Price. This Section 4.4 does not apply to the issuance of shares of Common Stock upon conversion of Notes in accordance with their terms.
Adjustment to Shares. The aggregate numbers of Shares subject to this Agreement shall be automatically adjusted, without further action by the Company or Shareholders, to reflect changes in the capitalization of the Company, such as stock dividends, stock splits, reverse stock splits, subdivisions, reorganizations or reclassification, or any similar recapitalization that affects or modifies the number of Shares issued and outstanding at any time.
