Common use of Adjustments in the Event of Reorganization Clause in Contracts

Adjustments in the Event of Reorganization. (a) In the event of any merger, consolidation, or other business reorganization in which the Company is the surviving entity, and in the event of any stock split, stock dividend or other event generally affecting the number of Shares held by each person who is then a shareholder of record, the number of Optioned Shares shall be adjusted to account for such event. Such adjustment shall be effected by multiplying: (i) such number of Optioned Shares by (ii) an amount equal to the number of Shares that would be owned after such event by a person who, immediately prior to such event, was the holder of record of one Share; and the Exercise Price shall be adjusted by dividing the Exercise Price by the amount determined under section 8(a)(ii); provided, however, that the Committee may, in its discretion, establish another appropriate method of adjustment. (b) In the event of any merger, consolidation, or other business reorganization in which the Company is not the surviving entity: (i) Any Non-Qualified Stock Options granted under this Agreement that remain outstanding may be canceled by the Board upon at least thirty days’ written notice to each Option Holder in advance of the effective date of such merger, consolidation, business reorganization, liquidation or sale; and (ii) Any Non-Qualified Stock Option which is not canceled pursuant to section 8(b)(i) shall be adjusted in such manner as the Committee shall deem appropriate to account for such merger, consolidation or other business reorganization.

Appears in 3 contracts

Samples: Non Qualified Stock Option Agreement (Graham Corp), Non Qualified Stock Option Agreement (Graham Corp), Non Qualified Stock Option Agreement (Graham Corp)

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Adjustments in the Event of Reorganization. (a) In the event of any merger, consolidation, or other business reorganization in which the Company is the surviving entity, and in the event of any stock split, stock dividend or other event generally affecting the number of Shares held by each person who is then a shareholder of record, the number of Optioned Shares shall be adjusted to account for such event. Such adjustment shall be effected by multiplying: (i) such number of Optioned Shares by (ii) an amount equal to the number of Shares that would be owned after such event by a person who, immediately prior to such event, was the holder of record of one Share; and the Exercise Price shall be adjusted by dividing the Exercise Price by the amount determined under section 8(a)(ii); provided, however, that the Committee may, in its discretion, establish another appropriate method of adjustment. (b) In the event of any merger, consolidation, or other business reorganization in which the Company is not the surviving entity: (i) Any Non-Qualified Stock Options granted under this Agreement that remain outstanding may be canceled cancelled by the Board upon at least thirty days' written notice to each Option Holder in advance of the effective date of such merger, consolidation, business reorganization, liquidation or sale; and (ii) Any Non-Qualified Stock Option which is not canceled cancelled pursuant to section 8(b)(i) shall be adjusted in such manner as the Committee shall deem appropriate to account for such merger, consolidation or other business reorganization.

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (Graham Corp)

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Adjustments in the Event of Reorganization. (a) In the event of any merger, consolidation, or other business reorganization in which the Company is the surviving entity, and in the event of any stock split, stock dividend or other event generally affecting the number of Shares held by each person who is then a shareholder of record, the number of Optioned Shares shall be adjusted to account for such event. Such adjustment shall be effected by multiplying: (i) such number of Optioned Shares by (ii) an amount equal to the number of Shares that would be owned after such event by a person who, immediately prior to such event, was the holder of record of one Share; Share and the Exercise Price shall be adjusted by dividing the Exercise Price by the amount determined under section 8(a)(ii); provided, however, that the Committee may, in its discretion, establish another appropriate method of adjustment. (b) In the event of any merger, consolidation, or other business reorganization in which the Company is not the surviving entity: (i) Any Non-Qualified Stock Options granted under this Agreement that remain outstanding may be canceled cancelled by the Board upon at least thirty days' written notice to each Option Holder in advance of the effective date of such merger, consolidation, business reorganization, liquidation or sale; and (ii) Any Non-Qualified Stock Option which is not canceled cancelled pursuant to section 8(b)(i) shall be adjusted in such manner as the Committee shall deem appropriate to account for such merger, consolidation or other business reorganization.

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (Graham Corp)

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