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. 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.
10.2 In the event of (a) the dissolution or liquidation of the Company, (b) a merger or other reorganization of the Company with one or more corporations as a result of which the Company will not be a surviving corporation, (c) the sale of all or substantially all of the assets of the Company or a material division of the Company, (d) a sale or other transfer, pursuant to a tender offer or otherwise, of more than fifty percent (50%) of the then outstanding shares of Common Stock of the Company, (e) an acquisition by the Company resulting in an extraordinary expansion of the Company’s business or the addition of a material new line of business, or (f) a material change in the capital structure of the Company that is subject to this Section 10.2 in accor...
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 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. 1 Alteration in Capital Structure - If there is a material alteration in the capital structure of the Company resulting from a recapitalization, stock split, reverse stock split, stock dividend, or otherwise, the Committee shall make such adjustments to this Plan and to the Options then outstanding under this Plan as the Committee determines to be appropriate and equitable under the circumstances, so that the proportionate interest of each holder of any such Option shall, to the extent practicable, be maintained as before the occurrence of such event. Such adjustments may include, without limitation (a) a change in the number or kind of shares of stock of the Company covered by such Options, and (b) a change in the Option Price payable per share; provided, however, that the aggregate Option Price applicable to the unexercised portion of existing Options shall not be altered, it being intended that any adjustments made with respect to such Options shall apply only to the price per share and the number of shares subject thereto. For purposes of this Section 11.1, neither (i) the issuance of additional shares of stock of the Company in exchange for adequate consideration (including services), nor (ii) the conversion of outstanding preferred shares of the Company into Shares shall be deemed to be material alterations of the capital structure of the Company. If the Committee determines that the nature of a material alteration in the capital structure of the Company is such that it is not practical or feasible to make appropriate adjustments to this Plan or to the Options granted hereunder, such event shall be deemed a Terminating Event for the purposes of this Plan.
Adjustments to Options. 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.
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. 3.3.1 If any material change in the outstanding Shares occurs by reason of any stock dividend, split, recapitalization, amalgamation, merger, consolidation, combination or exchange of shares or other similar corporate change, the Board may make any proportionate adjustments to this Plan and any outstanding Options that the Board deems equitable and appropriate to reflect that change. Any adjustment under this Section 3.3.1 will be made in the sole discretion of the Board, and will be conclusive and binding for all purposes of this Plan.
3.3.2 No fractional Shares will be issued on the exercise of an Option. If, as a result of any adjustment as provided in this Section 3.3, a Participant would be entitled to a fractional Share, the Participant will have the right to purchase only the number of full Shares that is calculated under that adjustment, and no payment or other adjustment will be made with respect to that fractional Share.
Adjustments to Options. In the event of changes in the outstanding Common Stock by reason of stock dividends, stock splits, reverse stock splits, recapitalizations, reorganizations, mergers, consolidations, combinations or other changes in capitalization occurring after the date of this Agreement, the number of shares underlying the Options and, with respect to the Options, the exercise price, shall be equitably adjusted by the Board.
