Adjustments to Option Shares. In the event that any dividend or other distribution (whether in the form of cash, shares of Common Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company or other similar corporate transaction or event affecting the Shares would be reasonably likely to result in the diminution or enlargement of any of the benefits or potential benefits intended to be made available under the Option (including, without limitation, the benefits or potential benefits of provisions relating to the term, vesting or exercisability of the Option), the Committee shall, in such manner as it shall deem equitable or appropriate in order to prevent such diminution or enlargement of any such benefits or potential benefits, adjust any or all of (i) the number and type of shares (or other securities or other property) subject to the Option and (ii) the exercise price with respect to the Option; provided, however, that the number of shares covered by the Option shall always be a whole number. Without limiting the foregoing, if any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another entity, or the sale of all or substantially all of the Company’s assets to another entity, shall be effected in such a way that holders of the Company’s Common Stock shall be entitled to receive stock, securities, cash or other assets with respect to or in exchange for such shares, the Optionee shall have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Certificate and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the Option, with appropriate adjustments to prevent diminution or enlargement of benefits or potential benefits intended to be made available under the Option, such shares of stock, other securities, cash or other assets as would have been issued or delivered to the Optionee if the Optionee had exercised the Option and had received such shares of Common Stock prior to such reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such reorganization, consolidation, merger or sale unless prior to the consummation thereof the successor entity (if other than the Company) resul...
Adjustments to Option Shares. If, after the date of this Agreement, the Common Shares of the Corporation are, as a result of a merger, reorganization, consolidation, recapitalization, reclassification, split-up, spin-off, separation, liquidation, stock dividend, stock split, reverse stock split, property dividend, share repurchase, share combination, share exchange, issuance of warrants, rights or debentures or other change in corporate structure of the Corporation, increased or decreased or changed into or exchanged for a different number or kind of shares of stock or other securities of the Corporation or of another corporation, then:
(a) there automatically will be substituted for each Common Share subject to an unexercised Option (in whole or in part) granted under the Agreement the number and kind of shares of stock or other securities into which each outstanding share is changed or for which each such share is exchanged;
(b) the Option price per share or unit of securities will be increased or decreased proportionately so that the aggregate purchase price for the securities subject to the Option remains the same as immediately prior to such event; and
(c) the Corporation will make such other adjustments to the securities subject to options and provisions of the Plan and this Agreement as may be appropriate and equitable; provided, however, that the number of shares subject to any Option will always be a whole number.
Adjustments to Option Shares. The Company shall adjust the number of shares granted under this Agreement, and which Optionee has not purchased, as follows:
a. The grant of this Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge, consolidate, dissolve, liquidate, sell, or transfer all or any part of its business or assets.
b. Except as expressly provided herein, Optionee shall have no other rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger or consolidation or spin-off of assets or stock of another corporation. Any issue by the Company of shares of stock of any class or securities convertible into shares of stock of any class shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to the Option.
c. In the event there are splits, subdivisions, combinations or reclassifications of the Company's stock subsequent to the Option Grant Date, the number of shares reserved for issuance pursuant to this Option shall be increased or decreased proportionately, as the case may be, to appropriately reflect such event.
Adjustments to Option Shares. The number of Option Shares and the Option Price shall be adjusted in the event of any change in the outstanding Series A Preferred Stock of Breakway by reason of any stock dividend or split, recapitalization, reclassification, merger, consolidation, combination, or exchange of shares or other similar corporate change. In the event of any liquidation, dissolution, merger or consolidation of Breakway the Option shall continue in effect in accordance with the terms of this agreement and Optionee shall be entitled to receive for each Option Shares upon the exercise of the Option the same number and kind of stock, securities, cash, property or other consideration per share that each shareholder was entitled to receive in such liquidation, dissolution, merger or consolidation.
Adjustments to Option Shares. (a) In the event of any change in the outstanding equity securities of Xxxxxx by reason of any stock dividend or stock split that would alter the percentage of equity interest in Xxxxxx to be acquired by TRDC hereunder, the number of Option Shares subject to the Option shall be adjusted appropriately so as to provide that upon exercise of the Option, TRDC will acquire the same percentage of equity interest in Xxxxxx as TRDC would have acquired prior to such stock dividend or stock split.
(b) In the event of any recapitalization, combination, consolidation or merger of Xxxxxx into another entity or other similar transaction in which Xxxxxx is not the surviving entity (a "Disposition Event") while any unexercised Option remains outstanding then, in such a situation, at Xxxxxx'x election and upon notice to TRDC prior to the consummation of the Disposition Event, (i) the Option may be canceled as of the effective date of the Disposition Event provided that notice of such cancellation shall have been provided to TRDC, and TRDC shall have the right to exercise the Option in full during a period specified by Xxxxxx preceding the effective date of such Disposition Event, or (ii) Xxxxxx and all other persons participating in the Disposition Event shall have executed and delivered to TRDC an agreement that provides that TRDC will have the right from and after the occurrence of the Disposition Event, upon exercise of the Option and payment of the Exercise Price in effect immediately prior to such Disposition Event, to purchase, on the same terms and conditions that were available to the other persons, the kind and amount of shares of the Common Stock and other securities, assets and property that TRDC would have been entitled to receive upon or after the happening of any such transaction had TRDC exercised the entire Option immediately prior to such Disposition Event.
