Common use of Dilution and Other Adjustments Clause in Contracts

Dilution and Other Adjustments. In the event of any change in the aggregate number of outstanding Common Shares by reason of (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Corporation, or (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing, then the Board shall adjust the number of Deferred Shares then held by the Grantee in such manner as to prevent the dilution or enlargement of the rights of the Grantee that would otherwise result from such event. Furthermore, in the event that any transaction or event described or referred to in the immediately preceding sentence shall occur, the Board may provide in substitution of any or all of the Grantee’s rights under this Agreement such alternative consideration as the Board may determine in good faith to be equitable under the circumstances. Such adjustments made by the Board shall be conclusive and binding for all purposes of this Agreement.

Appears in 3 contracts

Samples: Shares Agreement (Diebold Inc), Deferred Shares Agreement (Diebold Inc), Deferred Shares Agreement (Diebold Inc)

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Dilution and Other Adjustments. In the event of any change in the aggregate number of outstanding Common Shares by reason of (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Corporation, or (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing, then the Board Committee shall adjust the number of Deferred Shares RSU’s then held by the Grantee in such manner as to prevent the dilution or enlargement of the rights of the Grantee that would otherwise result from such event. Furthermore, in the event that any transaction or event described or referred to in the immediately preceding sentence shall occur, the Board Committee may provide in substitution of any or all of the Grantee’s rights under this Agreement such alternative consideration as the Board Committee may determine in good faith to be equitable under the circumstances. Such adjustments made by the Board Committee shall be conclusive and binding for all purposes of this Agreement.

Appears in 3 contracts

Samples: Rsu Agreement (Diebold Inc), Rsu Agreement (Diebold Inc), Rsu Agreement (Diebold Inc)

Dilution and Other Adjustments. In the event of any change in the aggregate number of outstanding Common Shares by reason of (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the CorporationCompany, or (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing, then the Board shall adjust the number of Deferred Shares Restricted Share Units then held by the Grantee in such manner as to prevent the dilution or enlargement of the rights of the Grantee that would otherwise result from such event. Furthermore, in the event that any transaction or event described or referred to in the immediately preceding sentence shall occur, the Board may provide in substitution of any or all of the Grantee’s rights under this Agreement Agreement, such alternative consideration as the Board may determine in good faith to be equitable under the circumstances. Such adjustments made by the Board shall be conclusive and binding for all purposes of this Agreement.

Appears in 1 contract

Samples: Director Restricted Share Units Agreement (MTC Technologies Inc)

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Dilution and Other Adjustments. In the event of any change in the aggregate number of outstanding Common Shares by reason of (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Corporation, or (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing, then the Board Committee shall adjust the number of Deferred Shares RSU's then held by the Grantee in such manner as to prevent the dilution or enlargement of the rights of the Grantee that would otherwise result from such event. Furthermore, in the event that any transaction or event described or referred to in the immediately preceding sentence shall occur, the Board Committee may provide in substitution of any or all of the Grantee’s 's rights under this Agreement such alternative consideration as the Board Committee may determine in good faith to be equitable under the circumstances. Such adjustments made by the Board Committee shall be conclusive and binding for all purposes of this Agreement.

Appears in 1 contract

Samples: Rsu Agreement (Diebold Inc)

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