Adjustment Upon Changes in Common Stock Clause Samples
Adjustment Upon Changes in Common Stock. (a) In the event of any change in the capitalization of the Company or other corporate change or transaction involving the Company or its securities, the Committee shall make equitable adjustments in the number and class of shares subject to the Award outstanding on the date on which such change occurs.
(b) In the event of (i) a dissolution or liquidation of the Company, (ii) a sale of all or substantially all of the Company’s assets, (iii) a merger or consolidation involving the Company in which the Company is not the surviving corporation or (iv) a merger or consolidation involving the Company in which the Company is the surviving corporation but the holders of shares of Common Stock receive securities of another corporation and/or other property, including cash, the Committee shall either:
(i) cancel each Share outstanding immediately prior to such event (whether or not then vested), and, in full consideration of such cancellation, pay to the Participant an equitable amount in cash for each Share equal to the value of the property (including cash) received by the holder of a share of Common Stock; or
(ii) provide for the exchange of each Share outstanding immediately prior to such event (whether or not then vested) for an option, a stock appreciation right or a share of restricted stock with respect to, as appropriate, some or all of the property which a holder of the number of shares of Common Stock subject to the Award would have received in such transaction and, incident thereto, make an equitable adjustment in the exercise price of the option or stock appreciation right, or the number of shares or amount of property subject to the option, stock appreciation right or share of restricted stock, or, if appropriate, provide for a cash payment to the Participant in partial consideration for the exchange of the Shares.
Adjustment Upon Changes in Common Stock. In the event that there is any change in the Common Stock, through merger, consolidation, reorganization, recapitalization or otherwise, or if there shall be any dividend on the Common Stock payable in such Common Stock or if there shall be a stock split, combination of shares or other changes in Atalanta/Sosnoff Capital Corporation's capital structure, the number of shares in the Award shall be appropriately adjusted by the Committee to reflect any such changes. Neither the issuance of Common Stock for adequate consideration, nor the issuance of rights or options with respect to the Common Stock or any other stock based awards to employees of the Corporation under the Plan or a comparable benefit plan shall be considered a change in Atalanta/Sosnoff Capital Corporation's capital structure. No adjustment provided for in this Section 7 shall require the issuance of any fractional share.
Adjustment Upon Changes in Common Stock. (a) Reorganization, Merger or Sale of Assets. If at any time while an Option, or any portion thereof, is outstanding and unexpired there shall be (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a merger in which the Company is the
(i) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the exercise of an Option. If the per-share consideration payable to the Participant hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Committee. In all events, appropriate adjustment (as determined in good faith by the Committee) shall be made in the application of the provisions of an Option with respect to the rights and interests of the Participant after the transaction, to the end that the provisions of an Option shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of an Option.
Adjustment Upon Changes in Common Stock