We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Changes in Common Shares Sample Clauses

Changes in Common SharesIn case at any time the Company shall be a party to any transaction (including, without limitation, a merger, consolidation, sale of all or substantially all of the Company's assets or recapitalization of the Common Shares) in which the previously outstanding Common Shares shall be changed into or exchanged for different securities of the Company or common stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of any of the foregoing (each such transaction being herein called the "Transaction" and the date of consummation of the Transaction being herein called the "Consummation Date"), then, as a condition of the consummation of the Transaction, lawful and adequate provisions shall be made so that each Holder, upon the exercise hereof at any time on or after the Consummation Date, shall be entitled to receive, and this Warrant shall thereafter represent the right to receive, in lieu of the Common Shares issuable upon such exercise prior to the Consummation Date, the highest amount of securities or other property to which such Holder would actually have been entitled as a holder of an Common Shares upon the consummation of the Transaction if such Holder had exercised such Warrant immediately prior thereto. The provisions of this Section 9.5 shall similarly apply to successive Transactions.
Changes in Common Shares. If at any time or from time to time after the date hereof the Company shall (i) declare a dividend or make a distribution on its Common Shares payable in Common Shares, (ii) subdivide its outstanding Common Shares into a larger number of shares, (iii) combine its outstanding Common Shares into a smaller number of shares, (iv) increase or decrease the number of Common Shares outstanding by reclassification of its Common Shares, or (v) issue by reclassification of its Common Shares other securities of the Company, then the number of Warrant Shares immediately after the occurrence of such event shall be adjusted so that, after giving effect to such adjustment, the Holder shall be entitled to receive the number of Common Shares and Other Securities upon exercise that the Holder would have owned or have been entitled to receive had this Warrant been exercised immediately prior to the occurrence of the events described above (or, in the case of a dividend or distribution of Common Shares, immediately prior to the record date therefor), and the Exercise Price shall be adjusted to a number determined by multiplying the Exercise Price by a fraction, (A) the numerator of which shall be the number of Warrant Shares immediately prior to such adjustment, and (B) the denominator of which shall be the number of Warrant Shares immediately following such adjustment. An adjustment made pursuant to this Section 3(a) shall become effective immediately after the effective date, retroactive to the record date therefor, in the case of a dividend or distribution in Common Shares, and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur.
Changes in Common Shares. If there shall occur any recapitalization, reclassification, share dividend, extraordinary dividend, share split, reverse share split, or other distribution with respect to the Common Shares, or any merger, reorganization, consolidation or other change in corporate structure affecting the Common Shares, the Committee shall, in the manner and to the extent that it deems appropriate and equitable to the Grantee and consistent with the terms of the Plan, cause an adjustment in (i) the number and kind of shares subject to the Award and (ii) any other terms of the Award that are affected by the event.
Changes in Common SharesIn case at any time or from time to time after the Original Issue Date while any Warrants remain outstanding and unexpired in whole or in part, the Company shall be a party to or shall otherwise engage in any transaction or series of related transactions constituting: (1) a merger of the Company into, a direct or indirect sale of all of the Company’s equity to, a consolidation, amalgamation or similar transaction of the Company with, or a sale of all or substantially all of the assets of the Company and its Subsidiaries (taken as a whole) to, any other Person in which the previously outstanding Common Shares shall be (either directly or upon subsequent liquidation) cancelled, reclassified or converted or changed into or exchanged for securities or other property (including cash) or any combination of the foregoing, or (2) any merger of another Person into the Company or any recapitalization, reclassification or change of the Common Shares, in each case, in which the previously outstanding Common Shares shall be cancelled, reclassified or converted or changed into or exchanged for securities of the Company or other property (including cash) of the Company or another Person or any combination of the foregoing (any such transaction or series of related transactions in clauses (1) or (2), a “Transaction”) then: (i) in the case of any Transaction other than a Cash Transaction, as a condition to the consummation of such Transaction, the Company shall or shall cause such other Person, as the case may be, to execute and deliver to the Warrant Agent a written instrument providing that: (A) so long as any Warrant remains outstanding in whole or in part (including after giving effect to the changes specified under clause (B) below), such Warrant, upon the exercise thereof at any time on or after the consummation of such Transaction, shall be exercisable (on such terms and subject to such conditions as shall be as nearly equivalent as may be practicable to the provisions set forth in this Agreement) into, in lieu of the Common Shares issuable upon such exercise prior to such consummation, the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that would have been receivable upon such Transaction by a holder of the number of Common Shares into which such Warrant was exercisable immediately prior to such Transaction (“Reference Property,” with each “unit of Reference Property” meaning the kind and...
Changes in Common SharesIn case at any time the Company shall be a party to any transaction (including, without limitation, a merger, consolidation, sale of all or substantially all of the Company's assets or recapitalization of the shares of Common Stock or Series A Preferred Stock) in which the previously outstanding shares of Common Stock or Series A Preferred Stock shall be changed into or exchanged for different securities of the Company or common stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of any of the foregoing (each such transaction being herein called the "Transaction" and the date of consummation of the Transaction being herein called the "Consummation Date"), then EZ (or its transferee), upon the exercise of its options hereunder at any time on or after the Consummation Date, shall be entitled to receive from the Founders, and his options shall thereafter represent the right to receive from the Founders, in lieu of shares of Common Stock or Series A Preferred Stock issuable upon such exercise prior to the Consummation Date, the highest amount of securities or other property to which EZ would actually have been entitled as a holder of a share of Common Stock or Series A Preferred Stock upon the consummation of the Transaction if such EZ (or its transferee) had exercised its option immediately prior thereto. The provisions of this Section 2.4 shall similarly apply to successive Transactions.
Changes in Common Shares. If, and as often as, there is any change in the Common Shares by way of a stock split, stock dividend, combination, reclassification or exchange, or through a merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby shall continue with respect to the Common Shares as so changed.
Changes in Common Shares or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events. (a) In the event that the Committee determines, in its sole discretion, that any dividend or other distribution (whether in the form of cash, Common Shares, other securities, or other property), on account of a recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or exchange of Common Shares or other securities of the Company, issuance of warrants or other rights to purchase Common Shares or other securities of the Company, or other similar event, affects the Common Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee may, in such manner as it may deem equitable, adjust any or all of the following: (i) the number and kind of Company shares with respect to which an Award may be made under the Plan; (ii) the number and kind of Company shares subject to an outstanding Award; and (iii) the exercise price or purchase price with respect to any Award. (b) In the event of any transaction or event described in Section 11.03(a) or any unusual or non-recurring transactions or events affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, the Committee in its discretion is hereby authorized to take any one or more of the following actions whenever the Committee determines, in its sole discretion, that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any Award, right or other award under this Plan, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles: (i) The Committee may provide, either by the terms of the Award Agreement or by action taken prior to the occurrence of such transaction or event for (A) the purchase of any such Award for the payment of an amount of cash equal to the net amount that could have been attained upon the exercise of such Award or realization of the Participant's rights had such Award been currently ...
Changes in Common Shares. (a) In the event of any change in the capital structure or business of the Company by reason of any stock dividend or extraordinary dividend, stock split or reverse stock split, recapitalization, reorganization, merger, consolidation, amalgamation, split-up, combination or exchange of shares, non-cash distributions with respect to its outstanding Common Shares or capital stock other than Common Shares, reclassification of its capital stock, any sale or transfer of all or part of the Company's assets or business, or any similar change affecting the Company's capital structure or business and the Committee determines in good faith that an adjustment is necessary or appropriate to prevent substantial dilution or enlargement of the Executive's rights under this Agreement or as otherwise necessary to reflect the change, then the aggregate number and kind of shares to be issued upon exercise of the Option and the Option Price shall be appropriately adjusted consistent with such change in such manner as the Committee may deem equitable to prevent substantial dilution or enlargement of the Executive's rights under this Agreement or as otherwise necessary to reflect the change. (b) Fractional Common Shares resulting from any adjustment in Options pursuant to Section 9(a) shall be aggregated until, and eliminated at, the time of exercise. No fractional Common Shares shall be issued hereunder and, the Company shall pay the Executive cash in lieu any fractional Common Shares in settlement of the Option granted hereunder. The Committee shall promptly notify the Executive in the event any adjustment under this Section 9 is made.
Changes in Common SharesIn case at any time the Company shall initiate any transaction or be a party to any transaction with a Person other than an Affiliate (including, without limitation, an amalgamation, merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Shares) in connection with which the Common Shares shall be changed into or exchanged for different securities of the Company or Capital Stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a “Transaction”), then as a condition of the consummation of the Transaction, lawful, enforceable and adequate provision shall be made so that the Holder shall be entitled to receive a new warrant in form and substance similar to, and in exchange for, this Warrant to purchase all or a portion of such securities or other property (subject to adjustments from and after the consummation date of the Transaction as nearly equivalent as possible to the adjustments provided for in this Section 5). The Company will not affect any Transaction unless prior to consummation thereof each corporation or other entity (other than the Company) which may be required to deliver any new warrant, securities or other property as provided herein assumes, by written instrument delivered to the Holder, the obligation to deliver to such Holder such new warrant, securities or other property as in accordance with the foregoing provisions such Holder may be entitled to receive and such corporation or entity shall have similarly delivered to the Holder an opinion of counsel for such corporation or entity, satisfactory to the Holder, which opinion shall state that all of the terms of the new warrant or this Warrant shall be enforceable against the Company and such corporation or entity in accordance with the terms hereof and thereof, together with such other opinions customary for such transactions as the Holder may reasonably request. The foregoing provisions of this Section 5(b) shall similarly apply to successive Transactions.
Changes in Common SharesIn the event of any change in the issued and outstanding Common Shares of the Company by reason of stock dividends, split-up or combination of the Common Shares, reclassification of the capital stock of the Company or recapitalization of the Company which occurs within the period on or after the latest date of the Offering Memorandum (which includes amendments and supplements thereto) and before the Closing, the number of Common Shares to be delivered to the Purchaser at the Closing and the Purchase Price therefor shall be appropriately adjusted. In addition, in the event that any cash dividends on the Common Shares of the Company shall be payable to shareholders of record as of a record date that falls on any date within the period on or after the latest date of the Offering Memorandum (which includes amendments and supplements thereto) and before the Closing Date, the Purchase Price per Designated Share payable by the Purchaser shall be reduced by the amount of such cash dividend per Common Share.