Common use of Capitalization Adjustments Clause in Contracts

Capitalization Adjustments. If any change is made in the Stock subject to the Option, 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), any outstanding Option shares hereunder will be appropriately adjusted in the nature, class(es) and number of securities and price per share of Stock subject to such outstanding Option. The Board shall make such adjustments, and its 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.)

Appears in 9 contracts

Samples: Nonstatutory Stock Option Agreement (General Magic Inc), Nonstatutory Stock Option Agreement (General Magic Inc), Nonstatutory Stock Option Agreement (General Magic Inc)

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Capitalization Adjustments. If any change is made in the Stock Shares subject to the Option, this option 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), any this option, if still outstanding Option shares hereunder at the time of such change, will be appropriately adjusted in the nature, class(es) and number of securities shares and price per share of Stock stock subject to such outstanding Optionthe option. The Such adjustments shall be made by the Board shall make such adjustmentsof Directors of the Company (the "Board"), and its the determination of which 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.)

Appears in 3 contracts

Samples: Stock Option Agreement (Messagemedia Inc), Messagemedia Inc, Messagemedia Inc

Capitalization Adjustments. If any change is made in the Company's Common Stock subject to the your Option, 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), any outstanding Option shares hereunder will be appropriately adjusted in the nature, class(es) and number of securities shares issuable upon exercise of your Option and the exercise price per share of the Company's Common Stock subject to such outstanding Optionyour Option will be proportionately adjusted. The Company's Board shall make such adjustments, and its 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.)

Appears in 2 contracts

Samples: Stock Option Agreement (Island Pacific Inc), Stock Option Agreement (Island Pacific Inc)

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Capitalization Adjustments. If any change is made in the Common Stock subject to the Option, Option 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), any outstanding this Stock Option shares hereunder Agreement will be appropriately adjusted in the nature, class(es) and number of securities shares and price per share of Stock stock subject to such outstanding the Option. The Board Such adjustments shall make such adjustmentsbe made by the Board, and its determination of which shall be final, binding and conclusive. (The conversion of any convertible securities of the Company shall not be treated as a transaction "β€œwithout receipt of consideration" ” by the Company.)

Appears in 1 contract

Samples: Stock Option Agreement

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