Adjustments for Certain Events Sample Clauses

Adjustments for Certain Events. Anything in this agreement to the contrary notwithstanding, all prices per share and exchange ratios referred to in this Agreement shall be appropriately adjusted to account for stock dividends, split-ups, mergers, recapitalizations, combinations, conversions, exchanges of shares or the like, but not for normal and recurring cash dividends declared or paid in a manner consistent with the established practice of the payer.

Adjustments for Certain Events. In the event that a transaction or change in capitalization described in Section 4.2(b) of the Plan occurs, without limiting the application of Sections 4.2 and 12.1 of the Plan, the Company shall equitably adjust the Targets to reflect the applicable event. In the event of a Liquidity Event, the PSUs either (i) shall be assumed by the surviving entity, with equitable adjustments to the number of PSUs and the Targets or (ii) shall be fully vested with respect to time vesting and with respect to performance vesting, shall be vested to the extent Targets are achieved as of the date of the Liquidity Event, and the shares of Common Stock to be paid in respect of the PSUs shall be treated in the Liquidity Event as are other shares of Common Stock.

Adjustments for Certain Events. Except for Cash Dividends, in the event that there shall occur any transaction, other event or adjustment in the Common Stock that would require an adjustment of any performance share units then outstanding under the Equity Plan, (i) the PSUs shall be adjusted in the same manner as the Committee determines to adjust the other performance share units then outstanding under the Equity Plan and (ii) the Stock Price Hurdle shall be adjusted by the Committee in a manner that, following such transaction, event or adjustment, maintains the same ratio (as determined in such reasonable manner as the Committee shall determine) of the Stock Price Hurdle to the fair market value of the Common Stock (as determined pursuant to the Equity Plan) as was in effect immediately prior to such transaction, event or adjustment. Following any adjustment under this Section 4, a determination shall be made whether the Stock Price Hurdle has been achieved as a result of such adjustment. All non-cash distributions, if any, received by the Participant with respect to the PSUs as a result of any stock split, stock distributions, combination of shares, or other similar transaction shall be subject to the restrictions of this Agreement and the vesting conditions specified herein.

Adjustments for Certain Events. (a) In the event of any change in the Company Capital Stock or Option Shares by reason of a stock dividend, stock split, split-up, recapitalization, reorganization, business combination, consolidation, exchange of shares, or any similar transaction or other change in the capital structure of the Company affecting the Company Capital Stock or the acquisition by any Shareholder of additional Company Capital Stock, Company Stock Rights or other securities or rights of the Company (whether through the exercise of any options, warrants or other Company Stock Rights or otherwise), (i) the number of Shares owned by such Shareholder shall be adjusted appropriately, (ii) the type and number of shares or securities subject to the Option and the Option Share Purchase Price (as defined in Section 8 of this Agreement) shall be adjusted appropriately and (iii) this Agreement and the Shareholders' obligations under this Agreement shall attach to any additional Company Capital Stock, Company Stock Rights or other securities or rights of the Company issued to or acquired by each of the Shareholders. (b) In the event that the Company shall (i) enter into an agreement to consolidate with or merge into any Person, other than Acquiror or one of Acquiror's Subsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger, (ii) enter into an agreement to permit any Person, other than Acquiror or one of Acquiror's Subsidiaries, to merge into the Company and the Company shall be the continuing or surviving corporation but, in connection with such merger, Company Capital Stock then outstanding shall be changed into or exchanged for stock or other securities of the Company or any other Person or cash or any other property or (iii) liquidate, then, in the case of any of (i), (ii) or (iii), Acquiror shall thereafter be entitled to receive upon exercise of the Option the securities or properties to which an Option Shareholder holding the number of Option Shares then deliverable upon the exercise of the Option would have been entitled to receive upon such consolidation, merger or liquidation, and such Option Shareholder shall use his, her or its best efforts to assure that the provisions of this Section 10 shall thereafter be applicable, as nearly as reasonably may be practicable, in relation to any securities or property thereafter deliverable upon exercise of the Option.

Adjustments for Certain Events. In the event of: (i) any reclassification of the GWG Common Stock (which, for the avoidance of doubt, shall not include any redemption by GWG Holdings of Capital Stock); (ii) a consolidation, merger, combination or binding share exchange involving GWG Holdings; or (iii) a sale or conveyance to another person of all or substantially all of GWG’s property and assets, in each case, in which holders of GWG Common Stock are entitled to receive cash, securities or other property for their shares of GWG Common Stock (“Reference Property”), Holders of Liquidity Bonds will be entitled thereafter to exchange their Liquidity Bonds into the type and amount of Reference Property equal to what such Holder would have owned or been entitled to receive upon such transaction if such Holder had exchanged its Liquidity Bonds immediately prior to such transaction. For purposes of the foregoing, the type and amount of consideration that holders of GWG Common Stock are entitled to in the case of any reclassification, consolidation, merger, combination, binding share exchange, sale or transfer of assets or other transaction that causes GWG Common Stock to be converted into the right to receive more than a single type of consideration, because the holders of GWG Common Stock have the right to elect the type of consideration they receive, will be deemed to be the weighted average of the types and amounts of consideration received by the holders of GWG Common Stock that affirmatively make such an election.

Adjustments for Certain Events. In the event that a transaction or change in capitalization described in Section 4.2(b) of the Plan occurs, without limiting the application of Sections 4.2 and 12.1 of the Plan, the Company shall equitably adjust the Total Shareholder Return goals to reflect the applicable event. In the event of a Liquidity Event, the PSUs either (i) shall be assumed by the surviving entity, with equitable adjustments to the number of PSUs and the Total Shareholder Return goals or (ii) shall be fully vested with respect to time vesting and with respect to performance vesting, shall be vested to the extent Total Shareholder Return goals are achieved as of the date of the Liquidity Event, and the shares of Common Stock to be paid in respect of the PSUs shall be treated in the Liquidity Event as are other shares of Common Stock. The term “Liquidity Event” shall have the meaning set forth in the Contribution Agreement.

Adjustments for Certain Events. Notwithstanding any provision contained herein or in any other related document, in the event of a change in the outstanding Common Stock of the Company by reason of a stock dividend, split-up, split-down, reverse split, recapitalization, merger, consolidation, combination or exchange of shares, spin-off, reorganization, liquidation or the like, then the aggregate number of shares and price per share subject to the Option shall be appropriately adjusted by the Board of Directors of the Company, whose determination shall be conclusive.

Adjustments for Certain Events. In the event that Parent, Sub or Company effects a forward or reverse stock split, stock dividend, stock combination, recapitalization or similar transaction after the date hereof, any provision of this Agreement which refers to a specific number of shares or a price per share shall be appropriately adjusted without further action to the parties hereto to fully reflect such event.

Adjustments for Certain Events. For purposes of determining the adjusted Conversion Price under Section 9(d) hereof, the following shall be applicable: (i) If the Company shall, at any time or from time to time after the Original Issue Date, in any manner grant or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the lowest price per share (determined as provided in this paragraph and in Section 9(e)(v)) for which any one share of Common Stock is issuable upon the exercise of any such Option or upon the conversion or exchange of any Convertible Security issuable upon the exercise of any such Option is less than the Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then such share of Common Stock issuable upon the exercise of such Option or upon conversion or exchange of such Convertible Security issuable upon the exercise of such Option shall be deemed to have been issued as of the date of granting or sale of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Conversion Price under Section 9(d)), at a price per share equal to such lowest price per share. For purposes of this Section 9(e)(i) , the lowest price per share for which any one share of Common Stock is issuable upon the exercise of any such Option or upon the conversion or exchange of any Convertible Security issuable upon the exercise of any such Option shall be equal to the sum (which sum shall constitute the applicable consideration received for purposes of Section 9(d)) of the lowest amounts of consideration, if any, received or receivable by the Company as consideration with respect to any one share of Common Stock upon each of (A) the granting or sale of the Option, plus (B) the exercise of the Option, plus (C) in the case of an Option which relates to Convertible Securities, the issuance or sale of the Convertible Security and the conversion or exchange of the Convertible Security. Except as otherwise provided in Section 9(e)(iii), no further adjustment of the Conversion Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon the exercise of such Options. Convertible P...

Adjustments for Certain Events. After any stock split, stock dividend, reverse stock split, recapitalization, reclassification, merger, consolidation, statutory share exchange, sale of all or substantially all of the Company's assets, combination or exchange of shares, separation, reorganization or liquidation of the Company occurring after the date of this Agreement (each a "Special Event"), as a result of which (a) shares or other securities of any class, or rights to purchase shares or other securities of any class, are issued in respect of outstanding shares of common stock of the Company (or are issuable in respect of securities convertible into shares of common stock of the Company) or (b) shares of common stock of the Company are changed into the same or a different number of shares of the same or another class or classes, other securities, cash or other assets or rights to receive any of the foregoing, then all shares of common stock of the Company or shares of another class or classes, other securities, cash or other assets or rights to receive any of the foregoing relating to any of the Stock and received in connection with any such Special Event will be subject to