Common use of Adjustments Upon Changes in Capitalization Clause in Contracts

Adjustments Upon Changes in Capitalization. In the event of any ------------------------------------------ change in the number of issued and outstanding shares of Common Stock by reason of any stock dividend, subdivision, merger, recapitalization, combination, conversion or exchange of shares, or any other change in the corporate or capital structure of the Company (including, without limitation, the declaration or payment of an extraordinary dividend of cash or securities) which would have the effect of diluting or otherwise adversely affecting Purchaser's rights and privileges under this Agreement, the number and kind of the Shares and the consideration payable in respect of the Shares shall be appropriately and equitably adjusted to restore to Purchaser its rights and privileges under this Agreement. Without limiting the scope of the foregoing, in any such event, at the option of Purchaser, the Stock Option shall represent the right to purchase, in addition to the number and kind of Shares which Purchaser would be entitled to purchase pursuant to the immediately preceding sentence, whatever securities, cash or other property the Shares subject to the Stock Option shall have been converted into or otherwise exchanged for, together with any securities, cash or other property which shall have been distributed with respect to such Shares.

Appears in 6 contracts

Samples: Stock Option and Tender Agreement (Thorne Oakleigh B Et Al), Stock Option and Tender Agreement (CCH Inc), Stock Option and Tender Agreement (Wolters Kluwer Nv /Adr/)

AutoNDA by SimpleDocs

Adjustments Upon Changes in Capitalization. In the event of any ------------------------------------------ change in the number of issued and outstanding shares of Common Stock by reason of any stock dividend, subdivision, merger, recapitalization, combination, conversion or exchange of shares, or any other change in the corporate or capital structure of the Company (including, without limitation, the declaration or payment of an extraordinary dividend of cash or securities) which would have the effect of diluting or otherwise adversely affecting PurchaserInvestor's rights and privileges under this Agreement, the number and kind of the Shares and the consideration payable in respect of the Shares shall be appropriately and equitably adjusted to restore to Purchaser Investor its rights and privileges under this Agreement. Without limiting the scope of the foregoing, in any such event, at the option of PurchaserInvestor, the Stock Option shall represent the right to purchase, in addition to the number and kind of Shares which Purchaser Investor would be entitled to purchase pursuant to the immediately preceding sentence, whatever securities, cash or other property the Shares subject to the Stock Option shall have been converted into or otherwise exchanged for, together with any securities, cash or other property which shall have been distributed with respect to such Shares.

Appears in 6 contracts

Samples: Stockholders Agreement (Prometheus Senior Quarters LLC), Stockholders Agreement (Kapson Senior Quarters Corp), Stockholders Agreement (Kapson Senior Quarters Corp)

Adjustments Upon Changes in Capitalization. In the event of any ------------------------------------------ change in the number of issued and outstanding shares of Common Stock by reason of any stock dividend, subdivision, merger, recapitalization, combination, conversion or exchange of shares, or any other change in the corporate or capital structure of the Company (including, without limitation, the declaration or payment of an extraordinary dividend of cash or securities) which would have the effect of diluting or otherwise adversely affecting PurchaserOptionee's rights and privileges under this Agreement, the number and kind of the Shares shares and the consideration payable in respect of the Shares shall be appropriately and equitably adjusted to restore to Purchaser Optionee its rights and privileges under this Agreement. Without limiting the scope of the foregoing, in any such event, at the option of PurchaserOptionee, the Stock Option shall represent the right to purchase, in addition to the number and kind of Shares which Purchaser Optionee would be entitled to purchase pursuant to the immediately preceding sentence, whatever securities, cash or other property the Shares subject to the Stock Option shall have been converted into or otherwise exchanged for, together with any securities, cash or other property which shall have been distributed with respect to such Shares.

Appears in 5 contracts

Samples: Stock Option and Tender Agreement (Ovid Technologies Inc), Stock Option and Tender Agreement (Wolters Kluwer Us Corp), Stock Option and Tender Agreement (Wolters Kluwer Us Corp)

Adjustments Upon Changes in Capitalization. In the event of any ------------------------------------------ change in the number of issued and outstanding shares of Common Stock by reason of any stock dividend, subdivision, merger, recapitalization, combination, conversion or exchange of shares, or any other change in the corporate or capital structure of the Company (including, without limitation, the declaration or of payment of an extraordinary dividend of cash or securities) which would have the effect of diluting or otherwise adversely affecting Purchaser's rights and privileges under this Agreement, the number and kind of the Shares shares and the consideration payable in respect of to the Shares shall be appropriately and equitably adjusted to restore to Purchaser its rights and privileges under this Agreement. Without limiting the scope of the foregoing, in any such event, at the option of Purchaser, the Stock Option shall represent the right to purchase, in addition to the number and kind of Shares which Purchaser would be entitled to purchase pursuant to the immediately preceding sentence, whatever securities, cash or other property the Shares subject to the Stock Option shall have been converted into or otherwise exchanged for, together with any securities, cash or other property which shall have been distributed with respect to such Shares.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Wolters Kluwer Us Corp), Stock Purchase Agreement (Wolters Kluwer Us Corp), Stock Purchase Agreement (Wolters Kluwer Us Corp)

AutoNDA by SimpleDocs

Adjustments Upon Changes in Capitalization. In the ------------------------------------------ event of any ------------------------------------------ change in the number of issued and outstanding shares of Company Common Stock by reason of any stock dividend, subdivision, merger, recapitalization, combination, conversion or exchange of shares, or any other change in the corporate or capital structure of the Company (including, without limitation, the declaration or payment of an any extraordinary dividend of cash or securities) which would have the effect of diluting or otherwise adversely affecting PurchaserParent's rights and privileges under this Agreement, the number and kind of the Shares and the consideration payable in respect of the Shares shall be appropriately and equitably adjusted to restore to Purchaser Parent its rights and privileges under this Agreement. Without limiting the scope of the foregoing, in any such event, at the option of PurchaserParent, the Stock each Option shall represent the right to purchase, in addition to the number and kind of Shares which Purchaser Parent would be entitled to purchase pursuant to the immediately preceding sentence, whatever securities, cash or other property the Shares subject to the Stock Option shall have been converted into or otherwise exchanged for, together with any securities, cash or other property which shall have been distributed with respect to such Shares.

Appears in 3 contracts

Samples: Stock Option and Tender Agreement (American Brands Inc /De/), Stock Option and Tender Agreement (Cobra Golf Inc), Stock Option and Tender Agreement (Cobra Golf Inc)

Adjustments Upon Changes in Capitalization. In the event of any ------------------------------------------ change in the number of issued and outstanding shares of Common Stock by reason of any stock dividend, subdivision, merger, recapitalization, combination, conversion or exchange of shares, or any other change in the corporate or capital structure of the Company (including, without limitation, the declaration or payment of an extraordinary dividend of cash or securities) which would have the effect of diluting or otherwise adversely affecting Purchaser's ’s rights and privileges under this Agreement, the number and kind of the Shares and the consideration payable in respect of the Shares shall be appropriately and equitably adjusted to restore to Purchaser its rights and privileges under this Agreement. Without limiting the scope of the foregoing, in any such event, at the option of Purchaser, the Stock Option shall represent the right to purchase, in addition to the number and kind of Shares which Purchaser would be entitled to purchase pursuant to the immediately preceding sentence, whatever securities, cash or other property the Shares subject to the Stock Option shall have been converted into or otherwise exchanged for, together with any securities, cash or other property which shall have been distributed with respect to such Shares.

Appears in 1 contract

Samples: Stock Option Agreement (Simon Property Group Inc /De/)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!