Adjustments of Shares. In the event of a Reorganization Event (as defined in the Plan) or other transaction described in Section 9 of the Plan, the Shares and the other terms of this Agreement shall be adjusted in the manner provided for in Section 10 of the Plan.
Adjustments of Shares. In the event that, at any time or from time to time, a stock dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, distribution to shareholders other than a normal cash dividend, or other change in the Company's corporate or capital structure results in (a) the outstanding shares, or any securities exchanged therefor or received in their place, being exchanged for a different number or class of securities of the Company or of any other corporation or (b) new, different or additional securities of the Company or of any other corporation being received by the holders of shares of Common Stock of the Company, then the Board, in its sole discretion, shall make such equitable adjustments as it shall deem appropriate in the circumstances in the number and class of securities that are subject to this Option and the per share price of such securities, without any change in the aggregate price to be paid therefor. The determination by Board as to the terms of any of the foregoing adjustments shall be conclusive and binding.
Adjustments of Shares. The Restricted Share Units shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion, in accordance with the terms of the Plan (a) in the event of changes in the outstanding Shares or in the capital structure of Endurance, by reason of share dividends, share splits, recapitalizations, reorganizations, amalgamations, mergers, consolidations, combinations, exchanges, liquidations, spinoffs or other relevant changes in capitalization, or any distributions to holders of Shares other than a regular cash dividend, occurring after the date of this Agreement or (b) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Employee in connection with the Restricted Share Units, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan.
Adjustments of Shares. In the event of a Change in Control or other transaction described in Section 14 of the Plan, the Shares and the other terms of this Agreement shall be adjusted in the manner provided for therein.
Adjustments of Shares. In the event of any change in the number of shares of the Company or in its capital structure that falls within Section 6.2 of the Plan, the Shares and the other terms of this Agreement shall be adjusted in the manner provided for therein.
Adjustments of Shares. In the event of stock dividends, spin-offs or assets or other extraordinary dividends, stock splits, combinations of shares, recapitalizations, mergers, consolidations, reorganizations, liquidations, issuances of rights or warrants and similar transactions or events involving Company, appropriate adjustments shall be made to the terms and provisions of the Option as provided in the Plan.
Adjustments of Shares. (a) In the event of any change in the capitalization of Zenith or in the number of outstanding shares of Zenith by reason of a stock dividend, split-up, recapitalization, reclassification, combination, exchange of shares or similar transaction, or any other change in the corporate or capital structure of Zenith (including, without limitation, the declaration or payment of an extraordinary dividend in cash, securities or other property), the type and number of shares or securities to be issued by Zenith upon exercise of the Stock Option shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that LGE shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that LGE would have received if the Stock Option had been exercised immediately prior to such event, or the record date therefor, as applicable, and elected to the fullest extend it would have been permitted to elect, to receive such securities, cash or other property.
(b) In the event that Zenith shall enter into an agreement (i) to consolidate with or merge into any person, and Zenith shall not be the continuing or surviving corporation of such consolidation or merger, (ii) to permit any person to merge into Zenith and Zenith shall be the continuing or surviving corporation but, in connection with such merger, the then outstanding shares of Zenith shall be changed into or exchanged for stock or other securities of Zenith or any other person or into cash or any other property, or the outstanding shares of Zenith shall after such merger represent less than 50% of the outstanding shares and share equivalents of the surviving corporation or (iii) to sell or otherwise transfer all or substantially all of its assets to any person in a single transaction or series of related transactions and, in connection with such sale or transfer the outstanding shares of Zenith shall be changed into or exchanged for stock or other securities of Zenith or any other person or into cash or any other property, then in any such case, proper provision shall be made in the agreements governing such transaction so that LGE shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that LGE would have received if the Stock Option had been exercised immediately prior to such transaction, or the record date therefor, as applicable, and elected to the fullest extent it w...
Adjustments of Shares. In the event that the Shares are exchanged for other securities of QRI or of a surviving entity resulting from a merger or other business combination involving QRI or any successor to QRI, then reference to the "Shares" herein shall refer to such other securities. In addition, if TCW or any of its affiliates should receive in respect of the Shares any additional shares issued pursuant to any stock split, stock dividend, recapitalization or similar transaction by QRI or any such surviving entity, then references herein to the "Shares" shall include such additional shares, and appropriate adjustment shall be made hereunder, including without limitation, adjustment to any per share purchase price expressed herein, to reflect such stock split, stock dividend, recapitalization or similar transaction. If the number of Shares is reduced pursuant to any stock combination by QRI or such surviving entity, appropriate adjustment shall likewise be made to reflect such combination. If TCW or any of its affiliates should acquire any additional shares of QRI common stock other than pursuant to any such combination, split, reclassification or stock dividend or similar transaction regarding the Shares ("ADDITIONAL TCW SHARES") while any of such parties owns any of the Shares, then any subsequent sale, transfer or other disposition of shares of QRI common stock by TCW or any of its affiliates shall be treated, for purposes of this Put/Call Agreement, as a sale, transfer or other disposition of the Shares rather than Additional TCW Shares until TCW and its affiliates no longer own any of the Shares."
Adjustments of Shares. In the event of a change in the number of outstanding shares of the Company's common stock by reason of a merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination of shares, rights offering, change in the corporate structure of the Company or otherwise, the Board of Directors shall make appropriate adjustments in order to prevent the dilution or enlargement of the rights of Xxxxxxxx hereunder.
Adjustments of Shares. 9.1 If at any time while the Plan is in effect or unexercised Options are outstanding pursuant to this Agreement, there shall be any increase or decrease in the number of issued and outstanding Shares through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of Shares, then and in such event an appropriate adjustment shall be made in the number of Shares and the exercise price per Share thereof then subject to any outstanding Option pursuant to this Agreement, so that the same proportion of the Company’s issued and outstanding Shares shall remain subject to purchase at the same aggregate exercise price.
9.2 In addition, the Committee shall make such adjustments in the Option price and the number of shares covered by outstanding Options that are required to prevent dilution or enlargement of the rights of the Optionee that would otherwise result from any reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, issuance of rights, spin-off or any other change in capital structure of the Company.
9.3 Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of or exercise price of Shares then subject to outstanding Options granted under the Plan.
9.4 Without limiting the generality of the foregoing, the existence of outstanding Options granted under the Plan shall not affect in any manner the right or power of the Company to make, authorize or consummate (a) any or all adjustments recapitalizations, reorganizations, or other changes in the Company’s capital structure or its business; (b) any merger or consolidation of the Company; (c) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to outstanding Options; (d) the dissolution or liquidation of the Company; (e) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (f) any other corporate act or proceeding, whether of a similar character or oth...
