Common use of Change of Control or Capital Structure Clause in Contracts

Change of Control or Capital Structure. Subject to any required action by the shareholders of the Company, the number of shares of Restricted Stock covered by this award shall be proportionately adjusted and the terms of the restrictions on such shares shall be adjusted as the Committee shall determine to be equitably required for any increase or decrease in the number of issued and outstanding shares of Common Stock of the Company resulting from any stock dividend (but only on the Common Stock), stock split, subdivision, combination, reclassification, recapitalization or general issuance to the holders of Common Stock of rights to purchase Common Stock at substantially below its then fair market value or any change in the number of such shares outstanding effected without receipt of cash or property or labor or services by the Company or for any spin-off, spin-out, split-up, split-off or other distribution of assets to shareholders. In the event of a Change of Control, the provisions of Section 13.03 of the Plan shall apply to this award of Restricted Stock. In the event of a change in the Common Stock of the Company as presently constituted, which is limited to a change in all of its authorized shares without par value into the same number of shares with par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of the Plan. The award of Restricted Stock pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets.

Appears in 7 contracts

Samples: Restricted Stock Agreement (Landamerica Financial Group Inc), Restricted Stock Agreement (Landamerica Financial Group Inc), Restricted Stock Agreement (Landamerica Financial Group Inc)

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Change of Control or Capital Structure. Subject to any required action by the shareholders of the Company, the number of shares of Restricted Stock covered by this award shall be proportionately adjusted and the terms of the restrictions on such shares shall be adjusted as the Committee shall determine to be equitably required for any increase or decrease in the number of issued and outstanding shares of Common Stock of the Company resulting from any stock dividend (but only on the Common Stock), stock split, subdivision, combination, reclassification, recapitalization or general issuance to the holders of Common Stock of rights to purchase Common Stock at substantially below its then fair market value or any change in the number of such shares of Common Stock outstanding effected without receipt of cash or property or cash, property, labor or services by the Company or for any spin-off, spin-out, split-up, split-off or other distribution of assets to shareholders. In the event of a Change of Control, this award of Restricted Stock shall immediately vest pursuant to the provisions of Section 13.03 XIII(3) of the Plan shall apply to this award of Restricted StockPlan. In the event of a change in the Common Stock of the Company as presently constituted, which is limited to a change in of all or part of its authorized shares without par value into the same number of shares with a par value, or any subsequent change into the same number of shares with a different par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of the Plan. The award of Restricted Stock pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sellliquidate, sell or transfer all or any part of its business or assets.

Appears in 5 contracts

Samples: Restricted Stock Agreement (Hilb Rogal & Hamilton Co /Va/), Restricted Stock Agreement (Hilb Rogal & Hamilton Co /Va/), Restricted Stock Agreement (Hilb Rogal & Hamilton Co /Va/)

Change of Control or Capital Structure. Subject to any required action by the shareholders of the Company, the number of shares of Restricted Common Stock covered by this award Option, and the price per share thereof, shall be proportionately adjusted and the its terms of the restrictions on such shares shall be adjusted as the Committee shall determine to be equitably required for any increase or decrease in the number of issued and outstanding shares of Common Stock of the Company resulting from any stock dividend (but only on the Common Stock), stock split, subdivision, combination, reclassification, recapitalization or general issuance to the holders of Common Stock of rights to purchase Common Stock at substantially below its then fair market value or any change in the number of such shares outstanding effected without receipt of cash or property or labor or services by the Company or for any spin-off, spin-out, split-up, split-off or other distribution of assets to shareholders. In the event of a Change of Control, the provisions of Section 13.03 of the Plan shall apply to this award of Restricted StockOption. In the event of a change in the Common Stock of the Company as presently constituted, which is limited to a change in of all of its authorized shares without with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of the Plan. The award grant of Restricted Stock this Option pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets.

Appears in 4 contracts

Samples: Employee Non Qualified Stock Option Agreement (Landamerica Financial Group Inc), Employee Non Qualified Stock Option Agreement (Landamerica Financial Group Inc), Employee Non Qualified Stock Option Agreement (Landamerica Financial Group Inc)

Change of Control or Capital Structure. Subject to any required action by the shareholders of the Company, the number of shares of Restricted Stock covered by this award shall be proportionately adjusted and the terms of the restrictions on such shares shall be adjusted as the Committee shall determine to be equitably required for any increase or decrease in the number of issued and outstanding shares of Common Stock of the Company resulting from any stock dividend (but only on the Common Stock), stock split, subdivision, combination, reclassification, recapitalization or general issuance to the holders of Common Stock of rights to purchase Common Stock at substantially below its then fair market Market value or any change in the number of such shares outstanding effected without receipt of cash or property or labor or services by the Company or for any spin-off, spin-out, split-up, split-off or other distribution of assets to shareholders. In the event of a Change of Control, the provisions of Section 13.03 of the Plan shall apply to this award of Restricted Stock. In the event of a change in the Common Stock of the Company as presently constituted, which is limited to a change in all of its authorized shares without par value into the same number of shares with par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of the Plan. The award of Restricted Stock pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets.

Appears in 4 contracts

Samples: Restricted Stock Agreement (Republic Services, Inc.), Restricted Stock Agreement (Republic Services Inc), Restricted Stock Agreement (Republic Services, Inc.)

Change of Control or Capital Structure. Subject to any required action by the shareholders of the Company, the number of shares of Restricted Stock covered by this award shall be proportionately adjusted and the terms of the restrictions on such shares shall be adjusted as the Committee shall determine to be equitably required for any increase or decrease in the number of issued and outstanding shares of Common Stock of the Company resulting from any stock dividend (but only on the Common Stock), stock split, subdivision, combination, reclassification, recapitalization or general issuance to the holders of Common Stock of rights to purchase Common Stock at substantially below its then fair market value or any change in the number of such shares outstanding effected without receipt of cash or property or labor or services by the Company or for any spin-off, spin-out, split-up, split-off or other distribution of assets to shareholders. In the event of a Change of Control, the provisions of Section 13.03 of the Plan shall apply to this award of Restricted Stock. In the event of a change in the Common Stock of the Company as presently constituted, which is limited to a change in all of its authorized shares without par value into the same number of shares with par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of the Plan. The award of Restricted Stock pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations reorganizations, or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets.

Appears in 2 contracts

Samples: Restricted Stock Agreement (Landamerica Financial Group Inc), Restricted Stock Agreement (Landamerica Financial Group Inc)

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Change of Control or Capital Structure. Subject to any required action -------------------------------------- by the shareholders of the Company, the number of shares of Restricted Common Stock covered by this award Option, and the price per share thereof, shall be proportionately adjusted and the its terms of the restrictions on such shares shall be adjusted as the Committee shall determine to be equitably required for any increase or decrease in the number of issued and outstanding shares of Common Stock of the Company resulting from any stock dividend (but only on the Common Stock), stock split, subdivision, combination, reclassification, recapitalization or general issuance to the holders of Common Stock of rights to purchase Common Stock at substantially below its then fair market value or any change in the number of such shares outstanding effected without receipt of cash or property or labor or services by the Company or for any spin-off, spin-out, split-up, split-off or other distribution of assets to shareholders. In the event of a Change of Control, the provisions of Section 13.03 of the Plan shall apply to this award of Restricted StockOption. In the event of a change in the Common Stock of the Company as presently constituted, which is limited to a change in of all of its authorized shares without with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of the Plan. The award grant of Restricted Stock this Option pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets.

Appears in 1 contract

Samples: Employee Non Qualified Stock Option Agreement (Landamerica Financial Group Inc)

Change of Control or Capital Structure. Subject to any required action -------------------------------------- by the shareholders of the Company, the number of shares of Restricted Common Stock covered by this award option, and the price per share thereof, shall be proportionately adjusted and the its terms of the restrictions on such shares shall be adjusted as the Committee shall determine to be equitably required for any increase or decrease in the number of issued and outstanding shares of Common Stock of the Company resulting from any stock dividend (but only on the Common Stock), stock split, subdivision, combination, reclassification, recapitalization or general issuance to the holders of Common Stock of rights to purchase Common Stock at substantially below its then fair market value or any change in the number of such shares outstanding effected without receipt of cash or property or labor or services by the Company or for any spin-off, spin-out, split-up, split-off or other distribution of assets to shareholders. In the event of a Change of Control, the provisions of Section 13.03 of the Plan shall apply to this award of Restricted Stockoption. In the event of a change in the Common Stock of the Company as presently constituted, which is limited to a change in of all of its authorized shares without with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of the Plan. The award grant of Restricted Stock this option pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets.

Appears in 1 contract

Samples: Employee Non Qualified Stock Option Agreement (Open Plan Systems Inc)

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