Common use of Change of Capitalization Clause in Contracts

Change of Capitalization. If prior to the exercise of this Option, the Company effects one or more stock split-ups, stock dividends, or there are increases or reductions of the number of shares of its Common Stock outstanding without receiving compensation therefore in money, services or property, other than pursuant to any executive or employee option plan which shall have been or is thereafter approved by the Board of Directors of the Company within one year of the issuance pursuant thereto, the number of shares of Common Stock subject to the Option hereby granted shall (a) if a net increase shall have been effected in the number of outstanding shares of the Company's Common Stock, be proportionately increased, and the cash consideration payable per share shall be proportionately reduced; and (b) if a net reduction shall have been effected in the number or outstanding shares of the Company's Common Stock, be proportionately reduced and the cash consideration payable per share be proportionately increased. In the event that the Company is dissolved, liquidated, merged, consolidated with another corporation, sells all or substantially all of the Company's assets or enters into some other type of corporate reorganization in which the Company is not the surviving corporation or in which the Company is the surviving corporation but holders of the Company's Common Stock receive securities of another corporation, this Option shall terminate as of the effective date of such event provided that immediately prior to such event, Optionee shall have the right to exercise this Option in whole or in part; however, such exercise shall be subject to the restrictions contained in this Option.

Appears in 4 contracts

Samples: Chartwell International Inc, Chartwell International Inc, Chartwell International Inc

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Change of Capitalization. If prior to the exercise of this Option, the Company effects one or more stock split-ups, stock dividends, or there are increases or reductions of the number of shares of its Common Stock outstanding without receiving compensation therefore in money, services or property, other than pursuant to any executive or employee option plan which shall have been or is thereafter approved by the Board of Directors shareholders of the Company within one year of the issuance pursuant thereto, the number of shares of Common Stock subject to the Option hereby granted shall (a) if a net increase shall have been effected affected in the number of outstanding shares of the Company's Common Stock, be proportionately increasedincrease, and the cash consideration payable per share shall be proportionately reduced; and (b) if a net reduction shall have been effected affected in the number or outstanding shares of the Company's Common Stock, be proportionately reduced and the cash consideration payable per share be proportionately increased. In the event that the Company is dissolved, liquidated, merged, consolidated with another corporation, sells all or substantially all of the Company's assets or enters into some other type of corporate reorganization in which the Company is not the surviving corporation or in which the Company is the surviving corporation but holders of the Company's Common Stock receive securities of another corporation, this Option shall terminate as of the effective date of such event provided that immediately prior to such event, Optionee shall have the right to exercise this Option in whole or in part; however, such exercise shall be subject to the restrictions contained in this Option.

Appears in 1 contract

Samples: Employment and Stock Option Agreement (College Bound Student Alliance Inc)

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