Adjustments to Options. Appropriate adjustments shall be made to the number and class of shares of Common Stock subject to the Option and to the exercise price in certain situations described in Section 10.6 of the Plan.
Adjustments to Options. The parties acknowledge that (i) appropriate adjustments shall be made to the number and class of shares of Common Stock subject to the Option and to the exercise price in certain situations described in Section 4.5 of the Plan and (ii) adjustments to the rights of the Optionee might be made in the event of a Change of Control, as defined in Section 11.12 of the Plan.
Adjustments to Options. Subject to Section 4.5 of the Plan, in the event that the outstanding shares of the Common Stock subject to the Options are changed into or exchanged for a different number or kind of shares of capital stock or other securities of the Company, or of another corporation, by reason of a reorganization, merger, consolidation, recapitalization, reclassification, stock split, stock dividend, combination of shares or otherwise, the Committee shall make an appropriate adjustment in the number and kind of shares as to which the Options, or portions thereof then exercised, shall be exercisable. Such adjustment in the Options shall be made without change in the total price applicable to the unexercised portion of the Options (except for any change in the aggregate price resulting from rounding-off of shares, quantities or prices) and with any necessary corresponding adjustment in the Option Price. Any such adjustment made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons.
Adjustments to Options. The Exercise Price and the number of shares of Common Stock and classes of capital stock of the Client purchasable upon the exercise of each Option are subject to adjustment from time to time as follows:
Adjustments to Options. The Committee shall make adjustments with respect to the Option in accordance with the provisions of Section 7.1 of the Plan; provided, however, that each such adjustment shall be made in such manner as not to constitute a “modification” within the meaning of Section 424(h)(3) of the Code, unless the Optionee consents to an adjustment which would constitute such a “modification.”
Adjustments to Options. 10.1 In the event there is a material alteration in the capital structure of the Company on account of a reorganization, merger, recapitalization stock split, reverse stock split, stock dividend or otherwise, then the Administrative Committee shall make such adjustments to this Plan, and to the Incentive Stock Options then outstanding and thereafter granted under this Plan, as the Administrative Committee determines to be appropriate and equitable under the circumstances. Such adjustments may include, without limitation (a) a change in the number or kind of shares of stock of the Company covered by the Incentive Stock Options, and/or (b) a change in the Option Price payable per share; provided, however, that the aggregate Option Price applicable to the unexercised portion of existing Incentive Stock Options shall not be altered, it being intended that any adjustments made with respect to the Incentive Stock Options shall apply only to the price per share and the number of shares subject thereto. For purposes of this Section 10.1, neither (i) the issuance of additional shares of Common Stock or other securities of the Company in exchange for adequate consideration (including services), nor (ii) the conversion into Common Stock of any securities of the Company now or hereafter outstanding, shall be deemed material alterations in the capital structure of the Company. In the event the Administrative Committee shall determine that the nature of a material alteration in the capital structure of the Company is such that it is not feasible or advisable to make adjustments to this Plan or to the Incentive Stock Options granted hereunder, such event shall be deemed a Terminating Event as defined in Section 10.2 below.
Adjustments to Options. The pricing contained above is based on the currently set time periods during which a traffic signal displays a yellow light (“yellow phase”) and the grace period provided by City to motorists for proceeding through the yellow light. If City decides to lengthen the time period of the yellow phase, Contractor is entitled to an increase in its citation fee as shown in Schedule B. City and Contractor agree to negotiate that increase after the increase to the yellow phase is determined.
Adjustments to Options. In the event that the Company completes a Corporate Transaction after the date the Purchasers have acquired at least 2,000,000 Common Shares through Market Purchases or have exercised the Phase 1 Option, then necessary adjustments will be made to the Phase 1 Option and Phase 2 Option, as applicable, such that (i) the Phase 1 Option and Phase 2 Option, as applicable, will become exercisable for voting securities and Purchase Warrants of the successor or surviving entity resulting from such Corporate Transaction and (ii) corresponding adjustments will be made to the exercise price of, or number of shares and Purchase Warrants comprising, the P1 Units and the P2 Units, as applicable, to reflect the relative value of the currently contemplated investment in the Company pursuant to the terms of this Agreement, being the purchase of a minimum of $5,000,000 and a maximum of $7,500,000 in P1 Units under the Phase 1 Option and the purchase of up to a maximum of $40,000,000 in P2 Units under the Phase 2 Option. Equitable adjustments will also be made to the Phase 1 Option and Phase 2 Option in the event of share consolidation, share split, stock dividend or similar event.
Adjustments to Options. The Option shall be subject to the adjustment provisions of Section 1.6.3 of the Plan. For purposes of this Award Agreement, the term “Share” means, after giving effect to the IPO, the number of ADSs equal to one Ordinary Share (but if the ratio of ADSs to Ordinary Shares is not 1:1, then the Shares subject to the Options will automatically be adjusted to reflect the ratio of the ADSs to Ordinary Shares, as reasonably determined by the Committee), subject to the terms of the Plan.
Adjustments to Options. (a) Upon the effective date of the dissolution or liquidation of the Company, or of a reorganization, merger or consolidation of the Company with one or more corporations which results in more than 80% of the outstanding voting shares of the Company being owned by one or more affiliated corporations or other affiliated entities, or of a transfer of all or substantially all the assets or more than 80% or the then outstanding shares of the Company to another corporation, this Agreement shall terminate unless provisions be made in writing in connection with such transaction for the continuance of the Agreement and for the assumption of options and other rights theretofore granted, or the substitution for such option and other rights of new options or rights covering the shares of a successor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to number and kind of shares and prices, in which event this Agreement and the option and other rights granted under it, or the new option and other rights substituted therefor, shall continue in the manner and under the terms so provided. In the event of such dissolution, liquidation, reorganization, merger, consolidation, transfer of assets or transfer of stock, and if provision is not made in such transaction for the continuance of this Agreement and for the assumption of options and other rights or substitutions therefor of new options and other rights covering the shares of a successor corporation or a parent or subsidiary thereof, then the optionee shall be entitled, prior to the effective date of any such transaction, to purchase the full number of shares under his option which he otherwise would have been entitled to purchase during the remaining term of such option or other rights without regard to any limitation on exercise which may be contained therein.
