Common use of Changes in Capital Structure Clause in Contracts

Changes in Capital Structure. If there is any change in the Common Stock by reason of any extraordinary dividend, stock dividend, spin-off, split-up, spin-out, recapitalization, warrant or rights issuance or combination, exchange or reclassification of shares, merger, consolidation, reorganization, sale of substantially all assets or, as determined by the Committee, other similar or relevant event, then the number, kind and class of shares of Common Stock available for RSUs and the number, kind and class of shares of Common Stock subject to outstanding RSUs, as applicable, shall be appropriately adjusted by the Committee. The issuance of shares of Common Stock for consideration and the issuance of rights with respect to Common Stock shall not be considered a change in the Company’s capital structure. No adjustment provided for in this Section shall require the issuance of any fractional shares.

Appears in 5 contracts

Samples: Restricted Stock Unit Agreement (Reinsurance Group of America Inc), Restricted Stock Unit Agreement (Reinsurance Group of America Inc), Restricted Stock Unit Agreement (Reinsurance Group of America Inc)

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Changes in Capital Structure. If there is any change in the Common Stock by reason of any extraordinary dividend, stock dividend, spin-off, split-up, spin-out, recapitalization, warrant or rights issuance or combination, exchange or reclassification of shares, merger, consolidation, reorganization, sale of substantially all assets or, as determined by the Committee, other similar or relevant event, then the number, kind and class of shares of Common Stock available for RSUs SARs and the number, kind and class of shares of Common Stock subject to outstanding RSUsSARs and the exercise price thereof, as applicable, shall be appropriately adjusted by the Committee. The issuance of shares of Common Stock for consideration and the issuance of rights with respect to Common Stock shall not be considered a change in the Company’s capital structure. No adjustment provided for in this Section shall require the issuance of any fractional shares.

Appears in 3 contracts

Samples: Stock Appreciation Right Award Agreement (Reinsurance Group of America Inc), Stock Appreciation Right Award Agreement (Reinsurance Group of America Inc), Stock Appreciation Right Award Agreement (Reinsurance Group of America Inc)

Changes in Capital Structure. If there is any change in the Common Stock by reason of any extraordinary dividend, stock dividend, spin-off, split-up, spin-out, recapitalization, warrant or rights issuance or combination, exchange or reclassification of shares, merger, consolidation, reorganization, sale of substantially all assets or, as determined by the Committee, other similar or relevant event, then the number, kind and class of shares of Common Stock available for RSUs Performance Shares and the number, kind and class of shares of Common Stock subject to outstanding RSUsPerformance Shares, as applicable, shall be appropriately adjusted by the Committee. The issuance of shares of Common Stock for consideration and the issuance of rights with respect to Common Stock shall not be considered a change in the Company’s capital structure. No adjustment provided for in this Section shall require the issuance of any fractional shares.

Appears in 3 contracts

Samples: Performance Contingent Share Agreement (Reinsurance Group of America Inc), Performance Contingent Share Agreement (Reinsurance Group of America Inc), Performance Share Unit Agreement (Reinsurance Group of America Inc)

Changes in Capital Structure. If there is any change in the Common Stock by reason of any extraordinary dividend, stock dividend, spin-offspinoff, split-upsplitup, spin-outspinout, recapitalization, warrant or rights issuance or combination, exchange or reclassification of shares, merger, consolidation, reorganization, sale of substantially all assets or, as determined by the Committee, other similar or relevant event, then the number, kind and class of shares of Common Stock available for RSUs Performance Shares and the number, kind and class of shares of Common Stock subject to outstanding RSUsPerformance Shares, as applicable, shall be appropriately adjusted by the Committee. The issuance of shares of Common Stock for consideration and the issuance of rights with respect to Common Stock shall not be considered a change in the Company’s capital structure. No adjustment provided for in this Section shall require the issuance of any fractional shares.

Appears in 2 contracts

Samples: Performance Share Unit Agreement (Reinsurance Group of America Inc), Performance Contingent Share Agreement (Reinsurance Group of America Inc)

Changes in Capital Structure. If there is any change in the Common Stock by reason of any extraordinary dividend, stock dividend, spin-offspinoff, split-upsplitup, spin-outspinout, recapitalization, warrant or rights issuance or combination, exchange or reclassification of shares, merger, consolidation, reorganization, sale of substantially all assets or, as determined by the Committee, other similar or relevant event, then the number, kind and class of shares of Common Stock available for RSUs and the number, kind and class of shares of Common Stock subject to outstanding RSUs, as applicable, shall be appropriately adjusted by the Committee. The issuance of shares of Common Stock for consideration and the issuance of rights with respect to Common Stock shall not be considered a change in the Company’s capital structure. No adjustment provided for in this Section shall require the issuance of any fractional shares.

Appears in 2 contracts

Samples: Restricted Share Unit Agreement (Reinsurance Group of America Inc), Restricted Stock Unit Agreement (Reinsurance Group of America Inc)

Changes in Capital Structure. If there is any change in the Common Stock by reason of any extraordinary dividend, stock dividend, spin-offspinoff, split-upsplitup, spin-outspinout, recapitalization, warrant or rights issuance or combination, exchange or reclassification of shares, merger, consolidation, reorganization, sale of substantially all assets or, as determined by the Committee, other similar or relevant event, then the number, kind and class of shares of Common Stock available for RSUs SARs and the number, kind and class of shares of Common Stock subject to outstanding RSUsSARs and the exercise price thereof, as applicable, shall be appropriately adjusted by the Committee. The issuance of shares of Common Stock for consideration and the issuance of rights with respect to Common Stock shall not be considered a change in the Company’s capital structure. No adjustment provided for in this Section shall require the issuance of any fractional shares.. 80241 5

Appears in 1 contract

Samples: Stock Appreciation Right Award Agreement (Reinsurance Group of America Inc)

Changes in Capital Structure. If there is any change in the Common Stock by reason of any extraordinary dividend, stock dividend, spin-offspin‑off, split-upsplit‑up, spin-outspin‑out, recapitalization, warrant or rights issuance or combination, exchange or reclassification of shares, merger, consolidation, reorganization, sale of substantially all assets or, as determined by the Committee, other similar or relevant event, then the number, kind and class of shares of Common Stock available for RSUs SARs and the number, kind and class of shares of Common Stock subject to outstanding RSUsSARs and the exercise price thereof, as applicable, shall be appropriately adjusted by the Committee. The issuance of shares of Common Stock for consideration and the issuance of rights with respect to Common Stock shall not be considered a change in the Company’s capital structure. No adjustment provided for in this Section shall require the issuance of any fractional shares.

Appears in 1 contract

Samples: Stock Appreciation Right Award Agreement (Reinsurance Group of America Inc)

Changes in Capital Structure. If there is any change in the Common Stock by reason of any extraordinary dividend, stock dividend, spin-offspin‑off, split-upsplit‑up, spin-outspin‑out, recapitalization, warrant or rights issuance or combination, exchange or reclassification of shares, merger, consolidation, reorganization, sale of substantially all assets or, as determined by the Committee, other similar or relevant event, then the number, kind and class of shares of Common Stock available for RSUs Options and the number, kind and class of shares of Common Stock subject to outstanding RSUsOptions and the exercise price thereof, as applicable, shall be appropriately adjusted by the Committee. The issuance of shares of Common Stock for consideration and the issuance of rights with respect to Common Stock shall not be considered a change in the Company’s capital structure. No adjustment provided for in this Section shall require the issuance of any fractional shares.

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (Reinsurance Group of America Inc)

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Changes in Capital Structure. If there is any change in the Common Stock by reason of any extraordinary dividend, stock dividend, spin-offspin‑off, split-upsplit‑up, spin-outspin‑out, recapitalization, warrant or rights issuance or combination, exchange or reclassification of shares, merger, consolidation, reorganization, sale of substantially all assets or, as determined by in the Committee’s sole discretion, other similar or relevant event, then the number, kind and class of shares of Common Stock available for RSUs Performance Shares and the number, kind and class of shares of Common Stock subject to outstanding RSUsPerformance Shares, as applicable, shall be appropriately adjusted by the Committee. The issuance of shares of Common Stock for consideration and the issuance of common stock rights with respect to Common Stock shall not be considered a change in the Company’s capital structure. No adjustment provided for in this Section shall require the issuance of any fractional shares.

Appears in 1 contract

Samples: Performance Contingent Share Agreement (Reinsurance Group of America Inc)

Changes in Capital Structure. If there is any change in the Common Stock by reason of any extraordinary dividend, stock dividend, spin-offspin‑off, split-upsplit‑up, spin-outspin‑out, recapitalization, warrant or rights issuance or combination, exchange or reclassification of shares, merger, consolidation, reorganization, sale of substantially all assets or, as determined by the Committee, other similar or relevant event, then the number, kind and class of shares of Common Stock available for RSUs Performance Shares and the number, kind and class of shares of Common Stock subject to outstanding RSUsPerformance Shares, as applicable, shall be appropriately adjusted by the Committee. The issuance of shares of Common Stock for consideration and the issuance of rights with respect to Common Stock shall not be considered a change in the Company’s capital structure. No adjustment provided for in this Section shall require the issuance of any fractional shares.

Appears in 1 contract

Samples: Performance Contingent Share Agreement (Reinsurance Group of America Inc)

Changes in Capital Structure. If there is any change in the Common Stock by reason of any extraordinary dividend, stock dividend, spin-offspin‑off, split-upsplit‑up, spin-outspin‑out, recapitalization, warrant or rights issuance or combination, exchange or reclassification of shares, merger, consolidation, reorganization, sale of substantially all assets or, as determined by in the Committee’s sole discretion, other similar or relevant event, then the number, kind and class of shares of Common Stock available for RSUs Options and the number, kind and class of shares of Common Stock subject to outstanding RSUsOptions and the exercise price thereof, as applicable, shall be appropriately adjusted by the Committee. The issuance of shares of Common Stock Shares for consideration and the issuance of Share rights with respect to Common Stock shall not be considered a change in the Company’s capital structure. No adjustment provided for in this Section shall require the issuance of any fractional shares.

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (Reinsurance Group of America Inc)

Changes in Capital Structure. If there is any change in the Common Stock by reason of any extraordinary dividend, stock dividend, spin-offspinoff, split-upsplitup, spin-outspinout, recapitalization, warrant or rights issuance or combination, exchange or reclassification of shares, merger, consolidation, reorganization, sale of substantially all assets or, as determined by the Committee, other similar or relevant event, then the number, kind and class of shares of Common Stock available for RSUs Options and the number, kind and class of shares of Common Stock subject to outstanding RSUsOptions and the exercise price thereof, as applicable, shall be appropriately adjusted by the Committee. The issuance of shares of Common Stock for consideration and the issuance of rights with respect to Common Stock shall not be considered a change in the Company’s capital structure. No adjustment provided for in this Section shall require the issuance of any fractional shares.

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (Reinsurance Group of America Inc)

Changes in Capital Structure. If there is any change in the Common Stock by reason of any extraordinary dividend, stock dividend, spin-offspin‑off, split-upsplit‑up, spin-outspin‑out, recapitalization, warrant or rights issuance or combination, exchange or reclassification of shares, merger, consolidation, reorganization, sale of substantially all assets or, as determined by in the Committee’s sole discretion, other similar or relevant event, then the number, kind and class of shares of Common Stock available for RSUs SARs and the number, kind and class of shares of Common Stock subject to outstanding RSUsSARs and the exercise price thereof, as applicable, shall be appropriately adjusted by the Committee. The issuance of shares of Common Stock Shares for consideration and the issuance of Share rights with respect to Common Stock shall not be considered a change in the Company’s capital structure. No adjustment provided for in this Section shall require the issuance of any fractional shares.

Appears in 1 contract

Samples: Stock Appreciation Right Award Agreement (Reinsurance Group of America Inc)

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