Common use of ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER Clause in Contracts

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. (a) Changes in Capitalization. The number of shares of Common Stock covered by the Option, as well as the price per share of Common Stock covered by the Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Administrators, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of Optioned Shares.

Appears in 3 contracts

Samples: Indemnification Agreement, Indemnification Agreement, Director Stock Option Agreement (Zapata Corp)

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ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. (a) Changes in CapitalizationCHANGES IN CAPITALIZATION. The Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by the Option, as well as the price per share of Common Stock covered by the Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." . Such adjustment shall be made by the AdministratorsBoard, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of Optioned Sharesshares of Common Stock subject to an Option.

Appears in 3 contracts

Samples: Nonstatutory Stock Option Agreement (Airport Systems International Inc), Nonstatutory Stock Option Agreement (Airport Systems International Inc), Nonstatutory Stock Option Agreement (Airport Systems International Inc)

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. (a) Changes in Capitalization. The number of shares of Common Stock ------------------------- covered by the Option, as well as the price per share of Common Stock covered by the Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Administrators, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of Optioned Shares.

Appears in 1 contract

Samples: Director Stock Option Agreement (Excel Communications Inc)

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ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. (a) Changes in Capitalization. The Subject to any required action by the shareholders of the Company, the number of shares of Common Stock Shares covered by the this Option, as well as and the price per share exercise price of Common Stock covered by the such Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, recapitalization, combination, reclassification, the payment of a stock dividend, combination or reclassification of dividend on the Common Stock, Stock or any other increase or decrease in the number of issued such shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." ". Such adjustment shall be made by the Administratorsboard of directors or a committee of the board of cirectors, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of Optioned Sharesshares of Common Stock subject to an Option.

Appears in 1 contract

Samples: Stock Option Agreement (Mission West Properties Inc)

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