Common use of Changes in Capital Structure Clause in Contracts

Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares of any class shall be issued in respect of outstanding Shares or Shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which, if the Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereof) and had not been disposed of, such person or persons would be holding at the time of such exercise as a result of such purchase and all such share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, or liquidations; provided, however, that no fractional shares shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

Appears in 12 contracts

Samples: Employee Stock Option Agreement (Cass Brian), Director Stock Option Agreement (Life Sciences Research Inc), Employee Stock Option Agreement (Life Sciences Research Inc)

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Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to any share Share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of sharesShares, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares Shares of any class shall be issued in respect of outstanding Shares Shares, or Shares shall be changed into the same or a different number of shares Shares of the same or another class or classes, the person or persons so exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares Shares which, if the Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share Share set forth in paragraph 2 hereof) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share shared dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of sharesShares, separations, reorganizations, or liquidations; provided, however, that no fractional shares Share shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share Share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

Appears in 8 contracts

Samples: Option Agreement (Valuevision Media Inc), Option Agreement (Quantum Direct Corp), Option Agreement (Valuevision International Inc)

Changes in Capital Structure. If all or any portion of the Option Options shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, reorganization or liquidation occurring after the date hereofof this Agreement, as a result of which shares of any class shall be issued in respect of outstanding Shares common shares, or Shares common shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons so exercising the Option Options shall receive, for the aggregate price paid upon such exercise, receive the aggregate number and class of shares which, if the Shares common shares (as authorized at the date hereofof this Agreement) had been purchased at the date hereof of this Agreement for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereofSection 5 of this Agreement) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, reorganizations or liquidations; provided, however, that no fractional shares shall share be issued upon on any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

Appears in 7 contracts

Samples: Director Agreement (Mantra Venture Group Ltd.), Director Agreement (Mantra Venture Group Ltd.), Option Agreement (Mantra Venture Group Ltd.)

Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to any share stock dividend, stock split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, spin-off, reorganization, liquidation or liquidation the like occurring after the date hereof, as a result of which shares of any class shall be issued in respect of outstanding Shares Common Stock or Shares shares of Common Stock shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which, if the Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereof) and had not been disposed of, such person or persons would be holding at the time of such exercise as a result of such purchase and all such share dividends, split-upsstock splits, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, spin-offs, reorganizations, liquidations or liquidationsthe like; provided, however, that no fractional shares shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

Appears in 4 contracts

Samples: Stock Option Agreement (Audio Visual Services Corp), Stock Option Agreement (Caribiner International Inc), Stock Option Agreement (Caribiner International Inc)

Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares of any class shall be issued in respect of outstanding Common Shares or Common Shares shall be changed into the same or a different number of shares of the same or another class or classes, the following adjustment shall be made: The person or persons exercising the Option shall receive, for the aggregate price calculated and paid upon such exerciseexercise as provided in Sections 2 and 3 above, the aggregate number and class of shares which, if the Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereof) and had not been disposed of, which such person or persons would be holding at the time of such exercise exercise, as a result of such purchase and as a result of all such share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, or liquidations; provided, however, that no fractional shares share shall be issued upon any such exercise, and the number of shares subject to the Option and the aggregate price to be paid shall be appropriately reduced on account of any fractional share not issued. In no event The foregoing shall any adjustments be determined as if Common Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in Section 2 applicable at the date hereof), and had not been disposed of. No adjustment shall be made to in the Option minimum number of shares which may be purchased at any one time, as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporationfixed by Section 3 hereof.

Appears in 4 contracts

Samples: Nonstatutory Stock Option Agreement (Texas Regional Bancshares Inc), Nonstatutory Stock Option Agreement (Texas Regional Bancshares Inc), Nonstatutory Stock Option Agreement (Texas Regional Bancshares Inc)

Changes in Capital Structure. If all or any portion of the Option option shall be e exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, reorganization or liquidation occurring after the date hereofof this agreement, as a result of which shares of any class shall be issued in respect of outstanding Shares common shares, or Shares common shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons so exercising the Option shall receive, for the aggregate price paid upon such exercise, received the aggregate number and class of shares which, if the Shares common shares (as authorized at the date hereofof this agreement) had been purchased at the date hereof of this agreement for the same aggregate price (on the basis of the price per share set forth for the in paragraph 2 hereofSection Two of this agreement) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, reorganizations or liquidations; provided, however, that no fractional shares shall share be issued upon on any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

Appears in 3 contracts

Samples: Stock Option Agreement (China Nettv Holdings Inc), Stock Option Agreement (China Nettv Holdings Inc), Stock Option Agreement (China Nettv Holdings Inc)

Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, reorganization or liquidation occurring after the date hereofof this Agreement, as a result of which shares of any class shall be issued in respect of outstanding Shares common shares, or Shares common shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons so exercising the Option shall receive, for the aggregate price paid upon such exercise, receive the aggregate number and class of shares which, if the Shares common shares (as authorized at the date hereofof this Agreement) had been purchased at the date hereof of this Agreement for the same aggregate price (on the basis of the price per share set forth in paragraph Section 2 hereofof this Agreement) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, reorganizations or liquidations; provided, however, that no fractional shares shall share be issued upon on any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

Appears in 3 contracts

Samples: Option Agreement (XTOL Energy Inc.), Option Agreement (XTOL Energy Inc.), Option Agreement (XTOL Energy Inc.)

Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to any share stock dividend, stock split-up, recapitalization, reclassification, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares of any class shall be issued in respect the Common Stock, or shares of outstanding Shares or Shares Common Stock shall be changed into the same or a different number of shares of the same or another class or of classes, the person or persons so exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which, if the Shares shares of Common Stock (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereof) and had not been disposed of, such person or persons would be holding at the time of such exercise as a result of such purchase and all such share stock dividends, stock split-ups, recapitalizationsrecapitalization, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, reorganizations or liquidations; provided, however, that no fractional shares share shall be issued upon any such exercise, and the any aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

Appears in 3 contracts

Samples: Camp Nine, Inc., Camp Nine, Inc., Camp Nine, Inc.

Changes in Capital Structure. If all or any portion of the Option Options shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, reorganization or liquidation occurring after the date hereofof this Agreement, as a result of which shares of any class shall be issued in respect of outstanding Shares common shares, or Shares common shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons so exercising the Option Options shall receive, for the aggregate price paid upon such exercise, receive the aggregate number and class of shares which, if the Shares common shares (as authorized at the date hereofof this Agreement) had been purchased at the date hereof of this Agreement for the same aggregate price (on the basis of the price per share set forth in paragraph Section 2 hereofof this Agreement) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, reorganizations or liquidations; provided, however, that no fractional shares shall share be issued upon on any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

Appears in 3 contracts

Samples: Technology Assignment Agreement (Mantra Venture Group Ltd.), Option Agreement (Hemis Corp), Option Agreement (Hemis Corp)

Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to any share dividend, split-up, recapitalizationup reorganization, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares of any class shall be issued in respect of outstanding Common Shares or Common Shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons so exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which, if the Common Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereof) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividends, split-ups, recapitalizationsrecapitalization, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, or liquidations; provided, however, that no fractional shares share shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event No adjustment shall any adjustments be made to in the Option minimum number of shares which may be purchased at any one time, as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporationfixed by paragraph 3 hereof.

Appears in 2 contracts

Samples: Form of Option Agreement (Cadapult Graphic Systems Inc), Option Agreement (Cadapult Graphic Systems Inc)

Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to any share Share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of sharesShares, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares Shares of any class shall be issued in respect of outstanding Shares Shares, or Shares shall be changed into the same or a different number of shares Shares of the same or another class or classes, the person or persons so exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares Shares which, if the Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share Share set forth in paragraph 2 hereof) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share shared dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of sharesShares, separations, reorganizations, or liquidations; provided, however, that no fractional shares Share shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share Share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation8.

Appears in 2 contracts

Samples: Option Agreement (Valuevision International Inc), Option Agreement (Valuevision International Inc)

Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares of any class shall be issued in respect of outstanding Common Shares or Common Shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons so exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which, if the Common Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereofabove) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, or liquidations; provided, however, that no fractional shares share shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

Appears in 2 contracts

Samples: Employment Contract (Uniview Technologies Corp), Employment Contract (Uniview Technologies Corp)

Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to any share Share dividend, split-split- up, recapitalization, merger, consolidation, combination or exchange of sharesShares, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares Shares of any class shall be issued in respect of outstanding Shares Shares, or Shares shall be changed into the same or a different number of shares Shares of the same or another class or classes, the person or persons so exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares Shares which, if the Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share Share set forth in paragraph 2 hereof) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share shared dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of sharesShares, separations, reorganizations, or liquidations; provided, however, that no fractional shares Share shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share Share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation8.

Appears in 2 contracts

Samples: Option Agreement (Valuevision International Inc), Option Agreement (Valuevision International Inc)

Changes in Capital Structure. If all or any portion of the Option option shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, reorganization or liquidation occurring after the date hereofof this agreement, as a result of which shares of any class shall be issued in respect of outstanding Shares common shares, or Shares common shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons so exercising the Option option shall receive, for the aggregate price paid upon such exercise, receive the aggregate number and class of shares which, if the Shares common shares (as authorized at the date hereofof this agreement) had been purchased at the date hereof of this agreement for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereofSection Two of this agreement) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, reorganizations or liquidations; provided, however, that no fractional shares shall share be issued upon on any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

Appears in 2 contracts

Samples: Employment Agreement (Bentley Communication Corp), Employment Agreement (Bentley Communication Corp)

Changes in Capital Structure. If Subject to the provisions of Paragraph 8 of this Agreement, if all or any portion of the Option shall be exercised subsequent to after any share stock dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date hereofof this Agreement, as a result of which shares of any class shall be issued in respect of outstanding Shares shares of Common Stock, or Shares shares of Common Stock shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons exercising who exercises the Option shall receive, for the aggregate price paid upon such exerciseexercises, the aggregate number and class of shares which, if the Shares shares of Common Stock (as authorized at the date hereofof this Agreement) had been purchased at by the person as of the date hereof of this Agreement for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereofParagraph 2) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividendsdividend, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, or liquidations; , provided, however, that no fractional shares share shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on to account of for any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

Appears in 2 contracts

Samples: Stock Option Plan (Four Oaks Fincorp Inc), Stock Option Plan (Four Oaks Fincorp Inc)

Changes in Capital Structure. If Subject to the provisions of Paragraph 8 of this Agreement, if all or any portion of the Option shall be exercised subsequent to after any share stock dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date hereofof this Agreement, as a result of which shares of any class shall be issued in respect of outstanding Shares shares of Common Stock, or Shares shares of Common Stock shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons exercising who exercises the Option shall receive, for the aggregate price paid upon such exerciseexercises, the aggregate number and class of shares which, if the Shares shares of Common Stock (as authorized at the date hereofof this Agreement) had been purchased at by the person as of the date hereof of this Agreement for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereofParagraph 2) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividendsdividend, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, or liquidations; , provided, however, that no fractional shares share shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on to account of for any fractional share not issued. In no event No adjustment shall any adjustments be made to in the Option minimum number of shares which may be purchased at any one time, as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporationfixed by Paragraph 3.

Appears in 2 contracts

Samples: Option Agreement (Four Oaks Fincorp Inc), Option Agreement (Four Oaks Fincorp Inc)

Changes in Capital Structure. If all or any portion of the this Option shall be exercised subsequent to any share stock dividend, split-up, recapitalization, recapitalization merger, consolidation, combination or exchange of shares, separation, reorganization, reorganization or liquidation occurring after the date hereof, as a result of which shares of any class shall be issued in respect of outstanding Shares shares of Common Stock, or Shares shares of Common Stock shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons so exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which, if the Shares (shares of Common Stock as authorized at the date hereof) hereof had been purchased at the date hereof for the same aggregate price (price, on the basis of the price per share set forth in paragraph 2 Paragraph 1 hereof) , and had not been disposed of, such person or persons would be holding at the time of such exercise exercise, as a result of such purchase and all such share stock dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, reoranizations or liquidations; provided, provided however, that no fractional shares shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In Notwithstanding anything contained hereinabove to the contrary, it is expressly understood and agreed that no event adjustment in the price and/or number of shares of Common Stock covered by this Option shall any adjustments be made to in the Option as event the outstanding shares of Common Stock of Alpha Micro are hereafter increased by reason of a result public or private offering of the issuance or redemption of additional securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporationby Alpha Micro.

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (Alpha Microsystems)

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Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares of any class shall be issued in respect of outstanding Common Shares or Common Shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons so exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which, if the Common Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in paragraph Paragraph 2 hereof) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividends, split-split- ups, recapitalizationsrecapitalization, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, or liquidations; provided, however, that no fractional shares factional share shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event No adjustment shall any adjustments be made to in the Option minimum number of shares which may be purchased at any one time, as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporationfixed by paragraph 3 hereof.

Appears in 1 contract

Samples: Agreement and Plan of Share Exchange (Specialty Retail Services Inc)

Changes in Capital Structure. If all or any portion of the Option Options shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date hereofof this Agreement, as a result of which shares of any class shall be issued in with respect of to outstanding Common Shares or Common Shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons so exercising the Option Options shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which, if the Common Shares (as authorized at the date hereofof this Agreement) had been purchased at the date hereof of this Agreement for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereofArticle "5" of this Agreement, as the case may be) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, or liquidations; provided, however, that no fractional shares share shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event No adjustment shall any adjustments be made to in the Option minimum number of shares which may be purchased at any one time, as a result fixed by Article "6" of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporationthis Agreement.

Appears in 1 contract

Samples: Consulting Agreement (ContinuityX Solutions, Inc.)

Changes in Capital Structure. If all or any portion of the Option ---------------------------- shall be exercised subsequent to any share stock dividend, stock split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, spin-off, reorganization, liquidation or liquidation the like occurring after the date hereof, as a result of which shares of any class shall be issued in respect of outstanding Shares Common Stock or Shares shares of Common Stock shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which, if the Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereof) and had not been disposed of, such person or persons would be holding at the time of such exercise as a result of such purchase and all such share dividends, split-upsstock splits, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, spin- offs, reorganizations, liquidations or liquidationsthe like; provided, however, that no -------- ------- fractional shares shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

Appears in 1 contract

Samples: Stock Option Agreement (Caribiner International Inc)

Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares of any class shall be issued in respect of outstanding Common Shares or Common Shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons so exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which, if the Common Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on price(on the basis of the price per share set forth in paragraph 2 hereof) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividends, split-split ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, or liquidations; provided, however, however that no fractional shares share shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event No adjustment shall any adjustments be made to in the Option minimum number of shares which may be purchased at any one time, as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporationfixed by paragraph 1.

Appears in 1 contract

Samples: Option Agreement (Environmental Remediation Holding Corp)

Changes in Capital Structure. If all or any portion of the Option Options shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, reorganization or liquidation occurring after the date hereofof this Agreement, as a result of which shares of any class shall be issued in respect of outstanding Shares common shares, or Shares common shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons so exercising the Option Options shall receive, for the aggregate price paid upon such exercise, receive the aggregate number and class of shares which, if the Shares common shares (as authorized at the date hereofof this Agreement) had been purchased at the date hereof of this Agreement for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereofSection 1 of this Agreement) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, reorganizations or liquidations; provided, however, that no fractional shares shall share be issued upon on any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

Appears in 1 contract

Samples: Option Agreement (MASS Petroleum Inc.)

Changes in Capital Structure. If all or any portion of the Option option shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, reorganization or liquidation occurring after the date hereofof this agreement, as a result of which shares of any class shall be issued in respect of outstanding Shares common shares, or Shares common shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons so exercising the Option option shall receive, for the aggregate price paid upon such exercise, receive the aggregate number and class of shares which, if the Shares common shares (as authorized at the date hereofof this agreement) had been purchased at the date hereof of this agreement for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereofSection Two of this agreement) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, reorganizations or liquidations; provided, however, that no fractional shares shall share be issued upon on any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.SECTION EIGHT

Appears in 1 contract

Samples: Employment Agreement (Bentley Communication Corp)

Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares of any class shall be issued in respect of outstanding Common Shares or Common Shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons so exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which, if the Common Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in paragraph 2 hereof) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, or liquidations; provided, however, that no fractional shares share shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (Greenway Medical Technologies Inc)

Changes in Capital Structure. If all or any portion of the Option Options shall be exercised subsequent to any share dividend, share split-up, recapitalization, reclassification, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares of any class shall be issued in respect of outstanding Shares or Ordinary Shares shall be changed into the same or a different number of shares of the same or another class or of classes, the person or persons so exercising the Option Options shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which, as if the Ordinary Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in paragraph Section 2 hereof) and had not been disposed of, such person or persons would be holding at the time of such exercise as a result of such purchase and all such share dividends, share split-ups, recapitalizationsrecapitalization, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, reorganizations or liquidations; provided, however, that no fractional shares share shall be issued upon any such exercise, and the any aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

Appears in 1 contract

Samples: Agreement (Regencell Bioscience Holdings LTD)

Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to any share Share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of sharesShares, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares Shares of any class shall be issued in respect of outstanding Shares Shares, or Shares shall be changed into the same or a different number of shares Shares of the same or another class or classes, the person or persons so exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares Shares which, if the Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share Share set forth in paragraph 2 hereof) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share Share dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of sharesShares, separations, reorganizations, or liquidations; provided, however, that no fractional shares Shares shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share Share not issued. In no event shall any adjustments be made to the Option as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporation.

Appears in 1 contract

Samples: Option Agreement (Valuevision International Inc)

Changes in Capital Structure. If all or any portion of the Option shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization, or liquidation occurring after the date hereof, as a result of which shares of any class shall be issued in respect of outstanding Shares Common Stares or Common Shares shall be changed into the same or a different number of shares of the same or another class or classes, the person or persons so exercising the Option shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which, if the Common Shares (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price (on the basis of the price per share set forth in paragraph Paragraph 2 hereof) and had not been disposed of, such person or persons would be holding holding, at the time of such exercise exercise, as a result of such purchase and all such share dividends, split-ups, recapitalizationsrecapitalization, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, or liquidations; provided, however, that no fractional shares factional share shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. In no event No adjustment shall any adjustments be made to in the Option minimum number of shares which may be purchased at any one time, as a result of the issuance or redemption of securities of the Corporation for cash or other consideration, or upon the exercise of any conversion rights of any securities of the Corporationfixed by paragraph 3 hereof.

Appears in 1 contract

Samples: Agreement and Plan of Share Exchange (Classic Restaurants International Inc /Co/)

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