Capitalization Adjustments Clause Samples

Capitalization Adjustments. (a) Notwithstanding anything to the contrary contained in this Warrant, in the event that the Company sells shares of its Common Stock (or securities convertible into shares of its Common Stock) at a price lower than $0.90 per share (the “Reduced Issue Price”) at any time prior to the earlier of (i) one year following the Closing (as such term is defined in the Exchange Agreement) or (ii) the expiration of one hundred eighty (180) days from the effective date of the first registration statement of the Company with respect to which Holder had piggy-back registration rights pursuant to Section 1.2 of the Exchange Agreement, then the Warrant Exercise Price shall automatically be reduced to equal 120% of the Reduced Issue Price. Notwithstanding the foregoing, no reduction of the Warrant Exercise Price shall occur as a result of (A) any issuance or exercise of options, warrants or restricted shares to employees, directors, consultants or advisors to the Company (or any subsidiary) pursuant to the terms of any compensation plan or arrangement approved by the Board of Directors of the Company, (B) securities issued in connection with any bona fide acquisition by the Company (including any assumption of options or other convertible securities resulting from any acquisition of another company by merger or exchange of securities), (C) any issuance or exercise of securities, options or warrants issued to suppliers, distributors or retailers as compensation, payment for goods or services or in order to induce such persons or entities to do or continue to do business with the Company, or (D) securities issued upon the exercise or conversion of options or warrants of the Company outstanding immediately following completion of the Merger (as defined in the Exchange Agreement). Any adjustment contemplated by this Section 11 may be waived by consent of Holders owning of majority of the aggregate outstanding Warrants issued pursuant to the Exchange Agreements. (b) The Warrant Exercise Price has been established based on the assumptions (the “Capitalization Assumptions”) that, immediately prior to closing of the Merger (as defined in the Exchange Agreement) (i) the issued and outstanding Common Stock of the Company consisted entirely of 5,045,658 shares, and (ii) there will be no options, warrants, subscription agreements or other rights or arrangements to acquire or issue any shares of capital stock of the Company (other than shares of preferred stock, options, warrants and...

Capitalization Adjustments. Subject to the provisions of the Plan, if the outstanding shares of stock or other securities of the class then subject to the Option are increased or decreased, or are changed into or exchanged for a different number or kind of Company shares or other Company securities, in any such case as a result of one or more recapitalizations, stock splits, reverse stock splits, stock dividends or the like, then appropriate adjustments shall be made in the number and/or kind of Company shares or other Company securities for which the unexercised portion of this Option may thereafter be exercised, all without any change in the aggregate Exercise Price applicable to the unexercised portion of the Option, but with a corresponding adjustment in the Exercise Price per share of other unit. No fractional share of Company stock shall be issued under the Option in connection with any such adjustment. Such adjustments shall be made by or under authority of the Company's Board of Directors or duly authorized Committee thereof, whose determinations as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive.

Capitalization Adjustments. The number of Shares subject to the Option and the exercise price per Share shall be equitably and appropriately adjusted as provided in Section 12.2 of the Plan.

Capitalization Adjustments. The number of Restricted Stock Units credited to the Account shall be equitably and appropriately adjusted as provided in Section 12.2 of the Plan.

Capitalization Adjustments. The number of Restricted Stock Units awarded is subject to adjustment as provided in Section 11.07(a) of the Plan. The Participant shall be notified of such adjustment and such adjustment shall be binding upon the Company and the Participant.

Capitalization Adjustments. In the event of a Capitalization Adjustment, the Board shall appropriately and proportionately adjust: (i) the class(es) and maximum number of shares of Common Stock subject to the Plan and the maximum number of shares by which the Share Reserve may annually increase pursuant to Section 2(a), (ii) the class(es) and maximum number of shares that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 2(b), and (iii) the class(es) and number of securities and exercise price, strike price or purchase price of Common Stock subject to outstanding Awards. The Board shall make such adjustments, and its determination shall be final, binding and conclusive. Notwithstanding the foregoing, no fractional shares or rights for fractional shares of Common Stock shall be created in order to implement any Capitalization Adjustment. The Board shall determine an appropriate equivalent benefit, if any, for any fractional shares or rights to fractional shares that might be created by the adjustments referred to in the preceding provisions of this Section.

Capitalization Adjustments. The number of TSR Shares awarded is subject to adjustment as provided in Section 11.07(a) of the Plan. The Participant shall be notified of such adjustment and such adjustment shall be binding upon the Company and the Participant.

Capitalization Adjustments. If any change is made in the Common Stock without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company), the number of Option Shares and the Exercise Price will be appropriately adjusted by the Board, whose determination shall be final, binding and conclusive. (The conversion of any convertible securities of the Company shall not be treated as a transaction "without receipt of consideration" by the Company.)

Capitalization Adjustments. In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities that may be issued pursuant to the exercise of Incentive Share Options pursuant to Section 3(b), (iii) the class(es) and number of securities and price per share of Ordinary Shares subject to outstanding Awards, or (iv) the issuer of the Awards. The Board will make such adjustments, and its determination will be final, binding and conclusive.