Effect of Certain Changes. (a) If there is any change in the number of shares of outstanding Common Stock through the declaration of stock dividends, or through a recapitalization resulting in stock splits or combinations or exchanges of such shares, the number of shares of Common Stock available for Options and the number of such shares covered by outstanding Options, and the exercise price per share of the outstanding Options, shall be proportionately adjusted by the Board to reflect any increase or decrease in the number of issued shares of Common Stock: provided, however, that any fractional shares resulting from such adjustment shall be eliminated.
(b) In the event of the proposed dissolution or liquidation of the Corporation, or any corporate separation or division, including, but not limited to, split-up, split-off or spin-off, or a merger or consolidation of the Corporation with another corporation, or any sale or transfer by the Corporation of all or substantially all its assets or any tender offer or exchange offer for or the acquisition, directly or indirectly, by any person or group for more than 50% of the then outstanding voting securities of the Corporation, the Board may provide that the Recipient shall have the right to exercise such Option (at its then current Option Price) solely for the kind and amount of shares of stock and other securities, property, cash or any combination thereof receivable upon such dissolution, liquidation, corporate separation or division, merger or consolidation, sale or transfer of assets or tender offer or exchange offer, by a Recipient of the number of shares of Common Stock for which such Option might have been exercised immediately prior to such dissolution, liquidation, corporate separation or division, or merger or consolidation: sales or transfer of assets or tender offer or exchange offer, or in the alternative the Board may provide that each Option granted herein shall terminate as of a date fixed by the Board: provided, however, that not less than 30 day's written notice of the date so fixed shall be given to the Recipient, who shall have the right, during the period of 30 days preceding such termination, to exercise the Option.
(c) Paragraph (b) of this Section 11 shall not apply to a merger or consolidation in which the Corporation is the surviving corporation and shares of Common Stock are not converted into or exchanged for stock, securities of any other corporation, cash or any other thing of value. Notwithstanding the pre...
Effect of Certain Changes. Upon the occurrence of an Acceleration Event, all restrictions then outstanding with respect to the Restricted Shares shall automatically lapse and be of no further force and effect.
Effect of Certain Changes. In the event the Participant’s Employment is terminated without Cause within the two (2) year period following the consummation of a Change in Control, all restrictions then outstanding with respect to the RSUs shall automatically expire and be of no further force and effect, and full payment in respect of the RSUs granted hereunder shall be made as soon as practicable thereafter, and in any event not more than 30 days following such termination of Employment, but only if permissible under Section 409A of the Internal Revenue Code; if such settlement is not permissible under Section 409A, then settlement shall occur in accordance with the other terms of this Agreement. For purposes hereof, “Cause” shall mean, unless otherwise provided in an employment agreement in effect immediately prior to such termination, (i) a failure of the Participant to reasonably and substantially perform his or her duties to the Company or any of its Subsidiaries (other than as a result of physical or mental illness or injury); (ii) the Participant’s willful misconduct or gross negligence; (iii) a breach by the Participant of the Participant’s fiduciary duty or duty of loyalty to the Company or its Affiliates; (iv) the commission by the Participant of any felony or other serious crime; or (v) a breach by the Participant of the terms of any agreement with the Company or any Subsidiary or any Company policies.
Effect of Certain Changes. Notwithstanding any other provision of the Plan, in the event of stock dividends, stock splits, reverse stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of shares, spin-offs, reorganizations, liquidations and similar events affecting the capital structure of the Company, the Committee shall appropriately adjust the aggregate number of shares and class of shares subject to this award.
Effect of Certain Changes. Except as expressly set forth herein, the RSUs that have not yet vested will be forfeited in the event that Executive’s Employment terminates for any reason. All RSUs, vested and unvested, will be forfeited in the event Executive engages in conduct that constitutes Cause or violates any restrictive covenants to which he is subject.
Effect of Certain Changes. In the event of any merger, reorganization, consolidation, recapitalization, share dividend, share split, combination of shares or other change in corporate structure of the Company affecting the Common Stock, the number of Restricted Shares which are granted shall be appropriately adjusted, as determined by the Company, to give proper effect to these changes, in accordance with the Plan. All adjustments made by the Company in good faith shall be final, conclusive and binding on the Director.
Effect of Certain Changes. In the event that the number of outstanding shares of the Common Stock of the Company shall be changed through the declaration of stock dividends or through a recapitalization which results in stock splits or reverse stock splits, the number of Shares available for issuance under the Plan shall be appropriately adjusted, as determined by the Company, to reflect any increase or decrease in the number of issued shares of Common Stock; provided, however, that any fractional shares resulting from such adjustment shall be eliminated to give proper effect to such changes.
Effect of Certain Changes. 4.5.1 If there is any change in the shares of NHLT Common Stock through the declaration of dividends on Common Stock paid in equity securities of NHLT, recapitalization, stock splits, reverse splits, or combinations or exchanges of such shares, or other similar transactions, the obligations of the Purchaser to make payments under Paragraph 4.1 of this Agreement shall apply to the proceeds of all sales of securities or property issuable or distributable in respect of, or exchangeable for, the Shares.
4.5.2 In the event of the dissolution or liquidation of NHLT, or in the event of a merger or consolidation of NHLT with another company, or other similar transactions, each of the Shares covered by this Agreement shall be replaced for the purposes herein by (and the obligation to make payments under Paragraph 4.1 of this Agreement shall be deemed to pertain to) the proceeds of sales of all securities or property issuable or distributable in respect of, or exchangeable for, the Shares upon such dissolution, liquidation, merger or consolidation.
4.5.3 Except as contemplated by this Paragraph 4.5, the Seller shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation.
Effect of Certain Changes. (1) In the event that any dividend or other distribution is declared (whether in the form of cash, Common Stock, or other property), or there occurs any recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange or other similar corporate transaction or event, the Committee shall adjust, (i) the number and kind of shares of stock which may thereafter be issued in connection with Options hereunder, (ii) the number and kind of shares of stock or other property issued or issuable in respect of outstanding Options, and (iii) the exercise price, xxxxx xxxxx or purchase price relating to any award. Any fractional shares resulting from such adjustment shall be disregarded.
(2) If an Acceleration Event (as defined below) shall occur while unexercisable Options remain outstanding under the Standard Terms and Conditions, such Options not theretofor exercisable by their terms shall become exercisable in full. An “Acceleration Event” shall occur if:
(A) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than any person who on the date hereof is a director or officer of the Corporation, any trustee or other fiduciary holding securities under an employee benefit plan of the Corporation, or any corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 20% or more of the combined voting power of the Corporation’s then outstanding securities;
(B) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Corporation to effect a transaction described in clause (A) or (C) of this Section 4(f)(2) whose election by the Board or nomination for election by the Corporation’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;
(C) there is consummated a merger or consolidation of the Corporation ...
Effect of Certain Changes. In the event:
(i) of any change in the Shares through subdivision, consolidation, reclassification, recapitalization or similar transaction; or
(ii) that any rights are granted to Shareholders to purchase Shares at prices substantially below fair market value, and such events do not constitute a Change of Control, then, in any such case, the Board may make such adjustments to the Plan, to any Share Awards and to any Share Award Agreements outstanding under the Plan as the Board may, in its sole discretion, consider appropriate in the circumstances to prevent dilution or enlargement of the rights granted to Participants hereunder.
