Common use of ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC Clause in Contracts

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Shares by reason of reclassification, recapitalization, stock split, split-up, combination, exchange of shares, stock dividend, dividend payable in any other securities or property (other than quarterly cash dividends in the ordinary course of business), or any similar event, the type and number of Shares or securities subject to the Option, and the Purchase Price therefor (including for purposes of repurchase thereof pursuant to Section 7), shall be adjusted appropriately, and proper provisions shall be made in the agreements governing such transaction, so that Grantee shall receive upon exercise of the Option the number and class of shares or other securities or property that Grantee would have received in respect of Shares if the Option had been exercised immediately prior to such event or the record date therefor, as applicable. If any additional Shares are issued after the date of this Agreement or, if after the date of this Agreement, any Shares are redeemed, repurchased or retired by Issuer or otherwise cease to be outstanding (other than pursuant to an event described in the immediately preceding sentence or otherwise pursuant to this Agreement), the number of Shares subject to the Option shall be adjusted so that immediately after such issuance,

Appears in 2 contracts

Samples: Stock Option Agreement (Meritor Automotive Inc), Stock Option Agreement (Meritor Automotive Inc)

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ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in the Shares by reason of reclassification, recapitalization, a stock splitdividend, split-up, combination, recapitalization, exchange of shares, stock dividend, dividend payable in any other securities shares or property (other than quarterly cash dividends in the ordinary course of business), or any similar eventtransaction, the type and number of Shares shares or securities subject to the Option, and the Purchase Exercise Price therefor (including for purposes of repurchase thereof pursuant to Section 7)therefor, shall be adjusted appropriately, and proper provisions provision shall be made in the agreements governing such transaction, so that the Grantee shall receive upon exercise of the Option the same class and number and class of outstanding shares or other securities or property that Grantee would have received in respect of the Shares if the Option had been exercised immediately prior to such event event, or the record date therefor, as applicable. . (b) If any additional Shares are issued after the date of this Agreement or, if after the date of this Agreement, any Shares are redeemed, repurchased or retired by Issuer or otherwise cease to be outstanding (other than pursuant to an event described in the immediately preceding sentence or otherwise pursuant to this AgreementSection 3(a) above), the number of Shares then remaining subject to the Option shall be adjusted so that immediately that, after such issuance,issuance of additional Shares, such number of Shares then remaining subject to the Option, together with shares theretofore issued pursuant to the Option, equals 19.9% of the number of Shares then issued and outstanding. (c) To the extent any of the provisions of this Agreement apply to the Exercise Price, they shall be deemed to refer to the Exercise Price as adjusted pursuant to this Section 3.

Appears in 2 contracts

Samples: Stock Option Agreement (United States Filter Corp), Stock Option Agreement (Vivendi)

ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in the Shares by reason of reclassification, recapitalization, a stock splitdividend, split-up, combination, recapitalization, exchange of shares, stock dividend, dividend payable in any other securities shares or property (other than quarterly cash dividends in the ordinary course of business), or any similar eventtransaction, the type and number of Shares shares or securities subject to the Option, and the Purchase Exercise Price therefor (including for purposes of repurchase thereof pursuant to Section 7)therefor, shall be adjusted appropriately, and proper provisions provision shall be made in the agreements governing such transaction, so that the Grantee shall receive upon exercise of the Option the same class and number and class of outstanding shares or other securities or property that Grantee would have received in respect of the Shares if the Option had been exercised immediately prior to such event event, or the record date therefor, as applicable. . (b) If any additional Shares are issued after the date of this Agreement or, if after the date of this Agreement, any Shares are redeemed, repurchased or retired by Issuer or otherwise cease to be outstanding (other than pursuant to an event described in the immediately preceding sentence or otherwise pursuant to this AgreementSection 3(a) above), the number of Shares then remaining subject to the Option shall be adjusted so that immediately that, after such issuance,issuance of additional Shares, such number of Shares then remaining subject to the Option, together with shares theretofore issued pursuant to the Option, equals 12% of the number of Shares then issued and outstanding. (c) To the extent any of the provisions of this Agreement apply to the Exercise Price, they shall be deemed to refer to the Exercise Price as adjusted pursuant to this Section 3.

Appears in 1 contract

Samples: Stock Option Agreement (MGM Grand Inc)

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ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in the Shares by reason of reclassification, recapitalization, a stock splitdividend, split-up, combination, recapitalization, exchange of shares, stock dividend, dividend payable in any other securities shares or property (other than quarterly cash dividends in the ordinary course of business), or any similar eventtransaction, the type and number of Shares shares or securities subject to the Option, and the Purchase Exercise Price therefor (including for purposes of repurchase thereof pursuant to Section 7)therefor, shall be adjusted appropriately, and proper provisions provision shall be made in the agreements governing such transaction, so that the Grantee shall receive upon exercise of the Option the same class and number and class of outstanding shares or other securities or property that Grantee would have received in respect of the Shares if the Option had been exercised immediately prior to such event event, or the record date therefor, as applicable. . (b) If any additional Shares are issued after the date of this Agreement or, if after the date of this Agreement, any Shares are redeemed, repurchased or retired by Issuer or otherwise cease to be outstanding (other than pursuant to an event described in the immediately preceding sentence or otherwise pursuant to this AgreementSection 3(a) above), the number of Shares then remaining subject to the Option shall be adjusted so that immediately that, after such issuance,issuance of additional Shares, such number of Shares then remaining subject to the Option, together with shares thereto- fore issued pursuant to the Option, equals 12% of the number of Shares then issued and outstanding. (c) To the extent any of the provisions of this Agreement apply to the Exercise Price, they shall be deemed to refer to the Exercise Price as adjusted pursuant to this Section 3.

Appears in 1 contract

Samples: Stock Option Agreement (Mirage Resorts Inc)

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