Capital Adjustment. (a) If the Company is merged or consolidated with or into another corporation where the Company is not the survivor, there shall be substituted for the Shares issuable upon exercise of the outstanding Options an appropriate number of shares of each class of stock, other securities or other assets of the merged or consolidated corporation which were distributed to the shareholders of the Company in respect of such Shares; provided, however, that the Option may be exercised in full by the Optionee as of the effective date of any such merger or consolidation of the Company without regard to the installment exercise provisions of Paragraph 1, by the Optionee giving notice in writing to the Company of his intention to so exercise.
(b) If the Company is liquidated or dissolved then all outstanding portions of the Option may be exercised in full by the Optionee as of the effective date of any such liquidation or dissolution of the Company without regard to the installment exercise provisions of Paragraph 1, by the Optionee giving notice in writing to the Company of his intention to so exercise.
(c) If the outstanding Shares of Common Stock shall at any time be changed or exchanged by declaration of a stock dividend, stock split, combination or exchange of shares, recapitalization, extraordinary dividend payable in stock of a corporation other than the Company, or otherwise in cash, or any other like event by or of the Company, and as often as the same shall occur, then the number, class and kind of Shares subject to this Option and the Option Price for such Shares shall be appropriately and equitably adjusted so as to maintain the proportionate number of Shares without changing the aggregate Option Price; provided, however, no adjustment shall be made by reason of the distribution of subscription rights on outstanding stock.
Capital Adjustment. In case of any stock split or reverse stock split, stock dividend, reclassification of the Common Stock, recapitalization, merger or consolidation, or like capital adjustment affecting the Common Stock of the Corporation, the provisions of this Section 13 shall be applied as if such capital adjustment event had occurred immediately prior to the date of this Option and the original purchase price had been fairly allocated to the stock resulting from such capital adjustment; and in other respects the provisions of this Section 13 shall be applied in a fair, equitable and reasonable manner so as to give effect, as nearly as may be, to the purposes hereof. A rights offering to stockholders shall be deemed a stock dividend to the extent of the bargain purchase element of the rights.
Capital Adjustment. The number of shares of Common Stock covered by this option, and the option price thereof, shall be subject to such adjustment as the Board of Directors of the Company deems appropriate to reflect any stock dividend, stock split, share combination, exchange of shares, recapitalization, merger, consolidation, separation, reorganization, liquidation or the like, of or by the Company.
Capital Adjustment. Subject to the Plan, the Shares shall be subject to such adjustment as is appropriate to reflect any stock dividend, stock split, share combination, exchange of shares, reclassification, recapitalization, or the like of or by the Company.
Capital Adjustment. In the event of a stock split, stock dividend, reclassification, reorganization, redesignation, or other change in the Company’s capitalization or corporate structure, the Price Achieved and the Number of Shares to be Delivered specified in Section 1 above shall be proportionately adjusted or substituted to reflect such change.
Capital Adjustment. The Exercise Price and the number of Option Shares shall be appropriately adjusted for any increase or decrease in the number of shares of Stock which the Company has issued and outstanding resulting from any stock split, stock dividend, combination of shares or any other similar change, or any exchange for other securities or any reclassification, reorganization, redesignation, recapitalization or otherwise.
Capital Adjustment. The Buyer will prepare the Statement using the Worksheet in accordance with the provisions of this Agreement. The Statement shall contain a supporting schedule detailing the proposed Actual Working Capital Adjustment, and be accompanied with copies of the work papers and back up materials used by Buyer in preparing the Statement. To the extent that the total receivables within any of the categories set forth in the definition of "Current Assets" are collected in amounts greater than the discount amount, such excess amount shall be made a part of the Working Capital Adjustment. For example, if ***% of the receivables in the category set forth in (ii) of the definition of Current Assets are collected prior to the ninetieth day after Closing, then the additional amounts represented by the additional ***% collected shall be made a part of the Working Capital Adjustment. To the extent that the actual receivables collected by Buyer during the ninety (90) days following Closing is less than the amount given to Seller from Buyer as a credit on the Estimated Working Capital Adjustment, the Actual Working Capital Adjustment shall reflect the receivables amount used in the Estimated Working Capital Adjustment and there shall be no reduction for the same. If the Actual Working Capital Adjustment is a positive amount, the Buyer shall pay to the Seller, within fifteen (15) days from the date of delivery of the Statement, an amount equal to such positive amount. If the Actual Working Capital Adjustment is a negative amount, Seller shall promptly pay to the Buyer, within fifteen (15) days from the date of delivery of the Statement, an amount equal to such negative amount. If the Seller or Members disagrees with the Actual Working Capital Adjustment proposed by Buyer, Seller and Buyer will have 45 days to resolve the dispute between themselves. If Seller and Buyer have not resolved any dispute within such 45-day period, they shall submit the dispute to a mutually agreed upon independent accounting firm of nationally recognized standing to make each disputed calculation in the Actual Working Capital Adjustment within 20 days after the dispute is submitted to such firm. The determination of the independent accounting firm on all disputed matters shall be final and binding on Seller and Buyer.
Capital Adjustment. Without Gen M’s prior written consent, in no event shall Purchaser or any affiliate of Gen M own fifty percent (50%) or greater of the membership interests in the Company following the Contributions (the “Genting Ownership Limit”). In the event that any capital contribution by Purchaser pursuant to the Contributions shall result in Genting exceeding the Genting Ownership Limit, Purchaser shall reduce any such contribution (and, if necessary, Kien Huat shall increase its contribution) such that, following such contribution, Purchaser shall own less than the Purchaser Ownership Limit (the “Adjusted Equity Contribution”) and Purchaser shall have no further obligation to fund any amounts in excess of the Adjusted Equity Contribution in respect of such Contribution. In the event that, at any time, a transaction or series of transactions is proposed by the Company or any Member that would result in Purchaser exceeding the Purchaser Ownership Limit, at Purchaser’s option, the Company shall, immediately prior to the consummation of such transaction or series of transactions, redeem an amount of membership interests held by Purchaser, at fair market value, that shall result in Purchaser owning less than the Genting Ownership Limit immediately following the consummation of such transaction or series of transactions.
Capital Adjustment. The Option Price and the number of Option Shares shall be appropriately adjusted for any increase or decrease in the number of shares of Stock which the Company has issued and outstanding resulting from any stock split, stock dividend, combination of shares or any other change, or any exchange for other securities or any reclassification, reorganization, redesignation, recapitalization or otherwise.
Capital Adjustment. The Client acknowledges that where there is a change in the capital structure or composition of the issuer of the underlying security of an option class, or in other exceptional circumstances, SEOCH may make such adjustments to the terms and conditions of that option class as are, in its opinion, necessary or desirable to ensure that all parties to Contracts comprised in open positions in that option class are treated fairly. The Client hereby acknowledges and agrees that all such adjustments shall be binding on the Client.
