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 preceding sentence, in case of any consolidation or merger of another corporation into the Corporation in which the Corporation is the surviving corporation and in which there is a reclassification or change (including a change which results in the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), the Board may provide that the Recipient shall have the right to exercise such Option solely for the kind and amount of shares of stock and other securities (including those of any direct or indirect Parent of the Corporation), property, cash or any combination thereof receivable upon such reclassification, change consolidation or merger by the Recipient of the number of shares of Common Stock for which Option might have been exercised. (d) If there is a change in the Common Stock of the Corporation as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of this Stock Option Agreement. (e) To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the Board. (f) Except as expressly provided in this Section 11, the Recipient shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or split-up, split-off, or spin-off of assets or stock of another corporation; and any issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not effect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this Option. The grant of this Option shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or consolidate or to dissolve, liquidate or sell or transfer all or any part of its business or assets.
Appears in 3 contracts
Samples: Stock Option Agreement (Esat Inc), Stock Option Agreement (Esat Inc), Stock Option Agreement (Esat Inc)
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 preceding sentence, in case of any consolidation or merger of another corporation into the Corporation in which the Corporation is the surviving corporation and in which there is a reclassification or change (including a change which results in the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), the Board may provide that the Recipient shall have the right to exercise such Option solely for the kind and amount of shares of stock and other securities (including those of any direct or indirect Parent of the Corporation), property, cash or any combination thereof receivable upon such reclassification, change consolidation or merger by the Recipient of the number of shares of Common Stock for which Option might have been exercised.
(d) If there is a change in the Common Stock of the Corporation as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of this Stock Option Agreement.
(e) To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the Board.
(f) Except as expressly provided in this Section 11, the Recipient shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or split-up, split-off, or spin-off of assets or stock of another corporation; and any issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not effect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this Option. The grant of this Option shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or consolidate or to dissolve, liquidate or sell or transfer all or any part of its business or assets.
Appears in 3 contracts
Samples: Stock Option Agreement (Esat Inc), Stock Option Agreement (Esat Inc), Stock Option Agreement (Esat Inc)
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 10 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 preceding sentence, in case of any consolidation or merger of another corporation into the Corporation in which the Corporation is the surviving corporation and in which there is a reclassification or change (including a change which results in the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), the Board may provide that the Recipient shall have the right to exercise such Option solely for the kind and amount of shares of stock and other securities (including those of any direct or indirect Parent of the Corporation), property, cash or any combination thereof receivable upon such reclassification, change consolidation or merger by the Recipient of the number of shares of Common Stock for which Option might have been exercised.
(d) If there is a change in the Common Stock of the Corporation as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of this Stock Option Agreement.
(e) To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the Board.
(f) Except as expressly provided in this Section 1110, the Recipient shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or split-up, split-off, or spin-off of assets or stock of another corporation; and any issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not effect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this Option. The grant of this Option shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or consolidate or to dissolve, liquidate or sell or transfer all or any part of its business or assets.
Appears in 2 contracts
Samples: Stock Option Agreement (Esat Inc), Stock Option Agreement (Esat Inc)
Effect of Certain Changes. (a) If there is any change in the number of shares of outstanding Common Stock through the declaration of dividends on Common Stock paid in equity securities of the Company, recapitalization, stock dividendssplits, or through a recapitalization resulting in stock splits reverse splits, or combinations or exchanges of such shares, or other similar transactions, 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, Option shall be proportionately adjusted by the Board to reflect any increase or decrease such change in the number of issued shares of Common Stock: Stock (provided, however, that any fractional shares resulting from such adjustment shall be eliminated); and the exercise price per share of the Option shall be proportionately adjusted by a fraction, the numerator of which is the number of shares of new Common Stock outstanding immediately before the occurrence of such event, and the denominator of which is the number of shares of new Common Stock outstanding immediately following the occurrence of such event. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event.
(b) In the event of the proposed dissolution or liquidation of the CorporationCompany, or any corporate separation or division, including, but not limited to, split-up, split-off or spin-off, or in the event of a merger or consolidation of the Corporation Company with another corporationcompany, 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 acquisitionother similar transactions, directly or indirectly, by any person or group for more than 50% each of the then outstanding voting securities of Shares purchasable hereunder shall be replaced for the Corporationpurposes herein by (and this Option shall be deemed to pertain to) the securities, case or property issuable or distributable in respect of, or exchangeable for, 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 Shares 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 Except as contemplated by 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 preceding sentence, in case of any consolidation or merger of another corporation into the Corporation in which the Corporation is the surviving corporation and in which there is a reclassification or change (including a change which results in the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares)7, the Board may provide that the Recipient shall have the right to exercise such Option solely for the kind and amount of shares of stock and other securities (including those of any direct or indirect Parent of the Corporation), property, cash or any combination thereof receivable upon such reclassification, change consolidation or merger by the Recipient of the number of shares of Common Stock for which Option might have been exercised.
(d) If there is a change in the Common Stock of the Corporation as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of this Stock Option Agreement.
(e) To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the Board.
(f) Except as expressly provided in this Section 11, the Recipient Holder shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock 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 or split-up, split-off, or spin-off of assets or stock of another corporationconsolidation; and any issue issues by the Corporation Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not effectaffect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this Optionan award. The grant of this This Option shall not affect in any way the right or power of the Corporation Company to make adjustments, reclassifications, reorganizations or changes change of its capital or business structures or to merge or to consolidate or to dissolve, liquidate or sell sell, or transfer all or any part of its business or assets.
(d) Whenever the Shares issuable upon the exercise of the Option or the exercise price of the Option is adjusted, as herein provided, the Company shall promptly deliver to the Holder notice of such adjustment or adjustments.
Appears in 2 contracts
Samples: Stock Option Agreement (Ads Media Group Inc), Stock Option Agreement (Ads Media Group Inc)
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 CorporationCompany, or any corporate separation or divisiondivision of the Company, including, including but not limited to, a 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 Corporationother similar transactions, the Board may Committee may, in its sole discretion, provide that either:
(i) the Recipient Optionee shall have the right to exercise such the Option (at its then current Option Price) solely for the kind and amount of shares of stock and other receive such property, cash, 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 exercise as would have been received with respect to the number of shares of Common Stock for which such the Option might have been exercised immediately prior to such dissolution, liquidation, or corporate separation or division, or merger or consolidation: sales or transfer of assets or tender offer or exchange offer, or in ; or
(ii) the alternative the Board may provide that each Option granted herein shall terminate as of a date to be fixed by the Board: provided, however, Committee and that not less than 30 day's written notice of the date so fixed shall be given to the RecipientOptionee, who shall have the right, during within such period as may be specified by the period of 30 days Committee preceding such termination, to exercise all or part of the Option.
(b) In the event of a proposed sale of all or substantially all of the assets of the Company or the merger of the Company with or into another corporation, the Option, to the extent then outstanding, shall be assumed or an equivalent award shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless such successor corporation does not agree to assume the award or to substitute an equivalent award, as determined in the discretion of the Committee, in which case the Committee shall, in lieu of such assumption or substitution, provide for the realization of the Option in the manner set forth in Section 6(a)(i) or 6(a)(ii) above.
(c) Paragraph In the event of a “Change in Control” (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 preceding sentence, in case of any consolidation or merger of another corporation into the Corporation in which the Corporation is the surviving corporation and in which there is a reclassification or change (including a change which results as defined in the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of sharesPlan), the Board may provide that Option, to the Recipient extent not previously vested and exercisable, shall have become fully vested and exercisable as of the right date of, and immediately before, such Change in Control. From and after such Change in Control, the Committee shall, in the case of a merger, consolidation or sale or disposition of assets, promptly make an appropriate adjustment to exercise such Option solely for the amount and kind and amount of shares of stock and or other securities (including those of any direct or indirect Parent property receivable upon exercise and the Option Price per Share, and the Committee may, but is not required to, permit cancellation of the Corporation), property, Option in exchange for a cash or any combination thereof receivable upon such reclassification, change consolidation or merger by payment in an amount equal to the Recipient of the number of shares of Common Stock for which Option might have been exercised.
“Spread” (d) If there is a change as defined in the Common Stock of the Corporation as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of this Stock Option AgreementPlan).
(e) To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the Board.
(f) Except as expressly provided in this Section 11, the Recipient shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or split-up, split-off, or spin-off of assets or stock of another corporation; and any issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not effect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this Option. The grant of this Option shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or consolidate or to dissolve, liquidate or sell or transfer all or any part of its business or assets.
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (Forward Air Corp), Nonqualified Stock Option Agreement (Forward Air Corp)
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 CorporationCompany, or any corporate separation or divisiondivision of the Company, including, including but not limited to, split-upa split‑up, split-off split‑off or spin-offspin‑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 Corporationother similar transactions, the Board may Committee may, in its sole discretion, provide that either:
(i) the Recipient Optionee shall have the right to exercise such the Option (at its then current Option Price) solely for the kind and amount of shares of stock and other receive such property, cash, 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 exercise as would have been received with respect to the number of shares of Common Stock for which such the Option might have been exercised immediately prior to such dissolution, liquidation, or corporate separation or division, or merger or consolidation: sales or transfer of assets or tender offer or exchange offer, or in ; or
(ii) the alternative the Board may provide that each Option granted herein shall terminate as of a date to be fixed by the Board: provided, however, Committee and that not less than 30 day's written notice of the date so fixed shall be given to the RecipientOptionee, who shall have the right, during within such period as may be specified by the period of 30 days Committee preceding such termination, to exercise all or part of the Option.
(b) In the event of a sale of all or substantially all of the assets of the Company or the merger of the Company with or into another corporation, or a “Change in Control” (as defined in the Plan), the Option, to the extent then outstanding, shall be assumed or an equivalent award shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless such successor corporation does not agree to assume the award or to substitute an equivalent award, as determined in the discretion of the Committee, in which case the Committee shall, in lieu of such assumption or substitution, provide for full vesting and exercisability, as of the CIC Date (as defined in the Plan), of the outstanding Option, whether or not otherwise exercisable or forfeitable, and the realization of the Option in the manner set forth in Section 6(a)(i) or 6(a)(ii) above.
(c) Paragraph In the event of a “Change in Control” (b) as defined in the Plan), from and after such Change in Control, the Committee shall, in the case of this Section 11 a merger, consolidation or sale or disposition of assets, promptly make an appropriate adjustment to the amount and kind of shares or other securities or property receivable upon exercise and the Option Price per Share, and the Committee may, but is not required to, permit cancellation of the Option in exchange for a cash payment in an amount equal to the “Spread” (as defined in the Plan). If a Change in Control occurs, the exercisability of the Option shall not apply to a merger be altered 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 preceding sentence, in case of any consolidation or merger of another corporation into the Corporation in which the Corporation is the surviving corporation and in which there is a reclassification or change (including a change which results in the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to par value, or accelerated solely as a result of such occurrence other than as provided under Section 6(b) of this Agreement in the event that the Option is not continued and assumed or substituted with equivalent awards of the successor to the Company, or a subdivision parent or combinationsubsidiary of such successor corporation, but including any change or as otherwise determined by the Committee in such shares into two its discretion. In the event that the Optionee suffers a Qualifying Termination (as defined below) coincident with or more classes or series within 24 months following the occurrence of shares)a Change in Control, the Board Option, to the extent not previously vested and exercisable nor earlier terminated, shall become fully vested and exercisable as of the date of such Qualifying Termination and may provide that be exercised for a period of 90 days from the Recipient date of such Qualifying Termination or until the Expiration Date set forth on the Signature Page, whichever period is shorter. For purposes of this Agreement, the terms set forth below shall have the right to exercise such Option solely for the kind and amount of shares of stock and other securities (including those of any direct or indirect Parent of the Corporation), property, cash or any combination thereof receivable upon such reclassification, change consolidation or merger by the Recipient of the number of shares of Common Stock for which Option might have been exercised.
(d) If there is a change in the Common Stock of the Corporation as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of this Stock Option Agreement.
(e) To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the Board.
(f) Except as expressly provided in this Section 11, the Recipient shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or split-up, split-off, or spin-off of assets or stock of another corporation; and any issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not effect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this Option. The grant of this Option shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or consolidate or to dissolve, liquidate or sell or transfer all or any part of its business or assets.following meanings:
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Forward Air Corp)
Effect of Certain Changes. (a) If there is any change in the aggregate number of issued and outstanding shares of outstanding the Common Stock and Company's Limited Duration Class B Common Stock, par value $1 per share ("Class B Stock"; the Common Stock and the Class B Stock are collectively referred to herein as the "Common Equity") through the declaration of stock dividends, or through a recapitalization resulting in stock splits splits, or combinations or exchanges of such shares, the number of shares of Common Stock available for Options Option Shares and the number of such shares covered by outstanding Options, and the exercise price Option 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: Equity; provided, however, that any fractional shares resulting from such adjustment shall be eliminated.
(b) In the event of the a proposed dissolution or liquidation of the CorporationCompany, or in the event of any corporate separation or division, including, but not limited to, a split-up, split-off or spin-off, or a merger or consolidation of the Corporation with another corporationBoard, or any sale or transfer by the Corporation of all or substantially all in its assets or any tender offer or exchange offer for or the acquisitionsole discretion, 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 (i) that the Recipient Optionee shall have the right to exercise such Option (at its the Option, to the extent then current Option Price) exercisable, solely for the kind and amount of shares of stock and other securities, property, cash or any combination thereof receivable upon such dissolution, liquidation, or corporate separation or division, merger or consolidation, sale or transfer of assets or tender offer or exchange offer, division by a Recipient holder of the number of shares of Common Stock for which such the Option might have been exercised immediately prior to such dissolution, liquidation, or corporate separation or division, or merger or consolidation: sales or transfer of assets or tender offer or exchange offer, or in (ii) that the alternative the Board may provide that each Option granted herein shall terminate as of a date to be fixed by the Board: provided, provided however, that not less than 30 day's twenty days' prior written notice of the date so fixed shall be given to the RecipientOptionee, who shall have the right, during the period of 30 twenty days preceding such termination, to exercise the OptionOption as to all or any part of the Option Shares covered thereby, including shares as to which the Option would not otherwise be exercisable, or (iii) for an equitable adjustment in the Option Price.
(c) Paragraph The Board shall, in its sole discretion, in the case of a merger or consolidation in which the Company is not the surviving corporation (i) promptly make an appropriate adjustment to the number and class of shares of Common Stock available pursuant to the Option, to the amount and kind of shares or other securities or property receivable upon the exercise of the Option after the effective date of any such transaction, and/or to the Option Price, or (ii) provide for the cancellation of the Option, or any portion thereof then outstanding, in consideration for a cash payment equal to the product of (x) the difference between the Option Price and the fair market value of the consideration per share received or receivable by holders of Common Equity in any such transaction multiplied by (y) the number of Option Shares then subject to the Option.
(d) Paragraphs (b) and (c) of this Section 11 4 shall not apply to a merger or consolidation in which the Corporation Company is the surviving corporation and pursuant to which shares of Common Stock are not converted into or exchanged for stock, stock or securities of any other corporation, cash or any other thing of value. Notwithstanding the preceding sentence, in In case of any consolidation or merger of another corporation into the Corporation Company in which the Corporation Company is the surviving corporation and in which there is a reclassification or change (including a change which results in the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to no par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), the Board may provide that the Recipient shall have the right may, in its sole discretion (i) make an appropriate adjustment to exercise such Option solely for the kind and amount of shares of stock and other securities (including those of any direct or indirect Parent of the Corporation), property, cash or any combination thereof receivable upon such reclassification, change consolidation or merger by the Recipient of the number and class of shares of Common Stock available pursuant to the Option, to the amount and kind of shares or other securities or property receivable upon the exercise of the Option after the effective date of any such transaction, and/or to the Option Price or (ii) provide for which the cancellation of the Option, or any portion thereof then outstanding, in consideration for a cash payment equal to the product of (x) the difference between the Option might have been exercisedPrice and the fair market value of the consideration per share received or receivable by holders of Common Equity in any such transaction multiplied by (y) the number of Option Shares then subject to the Option.
(de) If there is In the event of a change in the Common Stock of the Corporation Company as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of this Stock Option Agreementthe Plan.
(ef) To the extent that the foregoing adjustments relate to stock or securities of the CorporationCompany, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and conclusive.
(fg) Except as otherwise expressly provided in this Section 11Agreement or in the Plan, the Recipient Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock 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, merger or consolidation or split-up, split-off, or spin-off of assets or stock of another corporation; , and any issue by the Corporation Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not effectaffect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this OptionOption Shares. The grant of this the Option shall does not affect in any way the right or power of the Corporation Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or to consolidate or to dissolve, liquidate or sell sell, or transfer all or any part of its business or assets.
Appears in 1 contract
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 CorporationCompany, or any corporate separation or divisiondivision of the Company, including, including but not limited to, split-upa split‑up, split-off split‑off or spin-offspin‑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 Corporationother similar transactions, the Board may Committee may, in its sole discretion, provide that either:
(i) the Recipient Optionee shall have the right to exercise such the Option (at its then current Option Price) solely for the kind and amount of shares of stock and other receive such property, cash, 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 exercise as would have been received with respect to the number of shares of Common Stock for which such the Option might have been exercised immediately prior to such dissolution, liquidation, or corporate separation or division, or merger or consolidation: sales or transfer of assets or tender offer or exchange offer, or in ; or
(ii) the alternative the Board may provide that each Option granted herein shall terminate as of a date to be fixed by the Board: provided, however, Committee and that not less than 30 day's written notice of the date so fixed shall be given to the RecipientOptionee, who shall have the right, during within such period as may be specified by the period of 30 days Committee preceding such termination, to exercise all or part of the Option.
(b) In the event of a proposed sale of all or substantially all of the assets of the Company or the merger of the Company with or into another corporation, the Option, to the extent then outstanding, shall be assumed or an equivalent award shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless such successor corporation does not agree to assume the award or to substitute an equivalent award, as determined in the discretion of the Committee, in which case the Committee shall, in lieu of such assumption or substitution, provide for the realization of the Option in the manner set forth in Section 6(a)(i) or 6(a)(ii) above.
(c) Paragraph In the event of a “Change in Control” (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 preceding sentence, in case of any consolidation or merger of another corporation into the Corporation in which the Corporation is the surviving corporation and in which there is a reclassification or change (including a change which results as defined in the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of sharesPlan), the Board may provide that Option, to the Recipient extent not previously vested and exercisable, shall have become fully vested and exercisable as of the right date of, and immediately before, such Change in Control. From and after such Change in Control, the Committee shall, in the case of a merger, consolidation or sale or disposition of assets, promptly make an appropriate adjustment to exercise such Option solely for the amount and kind and amount of shares of stock and or other securities (including those of any direct or indirect Parent property receivable upon exercise and the Option Price per Share, and the Committee may, but is not required to, permit cancellation of the Corporation), property, Option in exchange for a cash or any combination thereof receivable upon such reclassification, change consolidation or merger by payment in an amount equal to the Recipient of the number of shares of Common Stock for which Option might have been exercised.
“Spread” (d) If there is a change as defined in the Common Stock of the Corporation as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of this Stock Option AgreementPlan).
(e) To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the Board.
(f) Except as expressly provided in this Section 11, the Recipient shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or split-up, split-off, or spin-off of assets or stock of another corporation; and any issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not effect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this Option. The grant of this Option shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or consolidate or to dissolve, liquidate or sell or transfer all or any part of its business or assets.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Forward Air Corp)
Effect of Certain Changes. (ai) If there is any change in the number of outstanding shares of outstanding Common Stock through the declaration of stock dividends, or through a recapitalization resulting in stock splits splits, or combinations or exchanges of such shares, the number of shares of Common Stock available for Options and options, the number of such shares covered by outstanding Optionsoptions, and the exercise price per share of the outstanding Optionssuch options, shall be proportionately adjusted by the Board Committee 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.
(bii) In the event of the proposed dissolution or liquidation of the Corporation, or in the event of any corporate separation or division, including, but not limited to, split-up, split-off or spin-off, or in the event of 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 Committee may provide that the Recipient holder of each option then exercisable shall have the right to exercise such Option 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 which would be receivable upon such dissolution, liquidation, or corporate separation or division, or merger or consolidation, sale or transfer of assets or tender offer or exchange offer, consolidation by a Recipient bolder of the number of shares of Common Stock for which such Option option might have been exercised immediately prior to such dissolutionevent; or the Committee may provide, 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 alternative, that each Option option granted herein under the Plan shall terminate as of a date to be fixed by the Board: Committee; provided, however, that not less than 30 day's days' written notice of the date so fixed shall be given to the Recipienteach Optionee, who shall have the right, during the period of 30 days preceding such termination, to exercise the Optionoptions as to all or any part of the shares of Common Stock covered thereby, including shares as to which such options would not otherwise be exercisable.
(ciii) Paragraph (bII) of this Section 11 8(i) 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 preceding sentence, in case of any consolidation or merger of another corporation into the Corporation in which the Corporation is the surviving corporation and in which there is a reclassification or change (including a change which results in to the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to no par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), the Board Committee may provide that the Recipient holder of each option then exercisable shall have the right to exercise such Option option solely for the kind and amount of shares of stock and other securities (including those of any new direct or indirect Parent parent of the Corporation), property, cash or any combination thereof receivable upon such reclassification, change change, consolidation or merger by the Recipient holder of the number of shares of Common Stock for which Option such option might have been exercised.
(div) If there Notwithstanding paragraph (ii) of this Section 8(i), in the event of any merger or consolidation in which the Company is not the surviving corporation or any sale or transfer by the Company 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 of all or a majority of the then outstanding voting securities of the Company, all options issued pursuant to the Plan shall become exercisable in full, notwithstanding any other provision of the Plan or of any outstanding options granted thereunder, including provisions providing for staggered vesting of options, on and after (i) the fifteenth day prior to the effective date of such merger, consolidation, sale, transfer or acquisition or (ii) the date of commencement of such tender offer or exchange offer, as the case may be. To the extent that Section 422(d) of the Internal Revenue Code would not permit the provisions of the foregoing sentenc to apply to any outstanding options, such options shall immediately upon the occurrence of the event described in the foregoing sentence, be treated for all purposes of the Plan as nonstatutory stock options and shall be immediately exercisable as such as provided in the foregoing sentence. Notwithstanding the foregoing, in no event shall any option be exercisable after the date of termination of the exercise period of such option specified in Section 8(d).
(v) In the event of a change in the Common Stock of the Corporation as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of this Stock Option Agreementthe Plan.
(evi) To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the BoardCommittee, whose determination in that respect shall be final, binding and conclusive, provided that each Incentive Stock Option granted pursuant to this Plan shall not be adjusted in a manner that causes such option to fail to continue to qualify as an Incentive Stock Option within the meaning of Section 422 of the Internal Revenue Code.
(fvii) Except as expressly provided in this Section 118(i), the Recipient Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock 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 or split-up, split-off, or spin-off of assets or stock of another corporation; and any issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not effectaffect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this Optionthe option. The grant of this Option an option pursuant to the Plan shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structures structure or to merge or to consolidate or to dissolve, liquidate or sell sell, or transfer all or any part of o its business or assets.
Appears in 1 contract
Effect of Certain Changes. (a) If there is any change in the aggregate number of issued and outstanding shares of outstanding the Common Stock and Company's Limited Duration Class B Common Stock, par value $1 per share ("Class B Stock"; the Common Stock and the Class B Stock are collectively referred to herein as the "Common Equity") through the declaration of stock dividends, or through a recapitalization resulting in stock splits splits, or combinations or exchanges of such shares, the number of shares of Common Stock available for Options Option Shares and the number of such shares covered by outstanding Options, and the exercise price Option 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: Equity; provided, however, that any fractional shares resulting from such adjustment shall be eliminated.
(b) In the event of the a proposed dissolution or liquidation of the CorporationCompany, or in the event of any corporate separation or division, including, but not limited to, a split-up, split-off or spin-off, or a merger or consolidation of the Corporation with another corporationBoard, or any sale or transfer by the Corporation of all or substantially all in its assets or any tender offer or exchange offer for or the acquisitionsole discretion, 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 (i) that the Recipient Optionee shall have the right to exercise such Option (at its the Option, to the extent then current Option Price) exercisable, solely for the kind and amount of shares of stock and other securities, property, cash or any combination thereof receivable upon such dissolution, liquidation, or corporate separation or division, merger or consolidation, sale or transfer of assets or tender offer or exchange offer, division by a Recipient holder of the number of shares of Common Stock for which such the Option might have been exercised immediately prior to such dissolution, liquidation, or corporate separation or division, or merger or consolidation: sales or transfer of assets or tender offer or exchange offer, or in (ii) that the alternative the Board may provide that each Option granted herein shall terminate as of a date to be fixed by the Board: provided, provided however, that not less than 30 day's twenty days' prior written notice of the date so fixed shall be given to the RecipientOptionee, who shall have the right, during the period of 30 twenty days preceding such termination, to exercise the OptionOption as to all or any part of the Option Shares covered thereby, including shares as to which the Option would not otherwise be exercisable, or (iii) for an equitable adjustment in the Option Price.
(c) Paragraph The Board shall, in its sole discretion, in the case of a merger or consolidation in which the Company is not the surviving corporation (i) promptly make an appropriate adjustment to the number and class of shares of Common Stock available pursuant to the Option, to the amount and kind of shares or other securities or property receivable upon the exercise of the Option after the effective date of any such transaction, and/or to the Option Price, or (ii) provide for the cancellation of the Option, or any portion thereof then outstanding, in consideration for a cash payment equal to the product of (x) the difference between the Option Price and the fair market value of the consideration per share received or receivable by holders of Common Equity in any such transaction multiplied by (y) the number of Option Shares then subject to the Option.
(d) Paragraphs (b) and (c) of this Section 11 4 shall not apply to a merger or consolidation in which the Corporation Company is the surviving corporation and pursuant to which shares of Common Stock are not converted into or exchanged for stock, stock or securities of any other corporation, cash or any other thing of value. Notwithstanding the preceding sentence, in In case of any consolidation or merger of another corporation into the Corporation Company in which the Corporation Company is the surviving corporation and in which there is a reclassification or change (including a change which results in the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to no par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), the Board may provide that the Recipient shall have the right may, in its sole discretion (i) make an appropriate adjustment to exercise such Option solely for the kind and amount of shares of stock and other securities (including those of any direct or indirect Parent of the Corporation), property, cash or any combination thereof receivable upon such reclassification, change consolidation or merger by the Recipient of the number and class of shares of Common Stock available pursuant to the Option, to the amount and kind of shares or other securities or property receivable upon the exercise of the Option after the effective date of any such transaction, and/or to the Option Price or (ii) provide for which the cancellation of the Option, or any portion thereof then outstanding, in consideration for a cash payment equal to the product of (x) the difference between the Option might have been exercisedPrice and the fair market value of the consideration per share received or receivable by holders of Common Equity in any such transaction multiplied by (y) the number of Option Shares then subject to the Option.
(de) If there is In the event of a change in the Common Stock of the Corporation Company as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of this Stock Option Agreementthe Plan.
(ef) To the extent that the foregoing adjustments relate to stock or securities of the CorporationCompany, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and conclusive.
(fg) Except as otherwise expressly provided in this Section 11Agreement or in the Plan, the Recipient Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock 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, merger or consolidation or split-up, split-off, or spin-off of assets or stock of another corporation; , and any issue by the Corporation Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not effect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this Option. The grant of this Option shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or consolidate or to dissolve, liquidate or sell or transfer all or any part of its business or assets.convertible
Appears in 1 contract
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 options and the number of such shares covered by outstanding Optionsoptions, and the exercise price per share of the outstanding Optionsoptions, 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, or an initial public offering of the Board may provide that common stock of the Corporation, the Option shall become immediately exercisable as to all or any portion of the shares of Common Stock covered by the Option without regard to whether the Option is fully exercisable in accordance with the exercise schedule provided in Paragraph 2. 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 the Option granted herein shall terminate as of a date fixed by the Board: ; provided, however, that not less than 30 thirty (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 thirty (30) days preceding such termination, to exercise the Option.
(c) Paragraph Subparagraph (b) of this Section 11 Paragraph 10 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 preceding sentence, in case of any consolidation or merger of another corporation into the Corporation in which the Corporation is the surviving corporation and in which there is a reclassification or change (including a change which results in the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), the Board may shall provide that the Recipient shall have the right to exercise such Option solely for the kind and amount of shares of stock and other securities (including those of any direct or indirect Parent of the Corporation), property, cash or any combination thereof receivable upon such reclassification, change consolidation or merger by the Recipient of the number of shares of Common Stock for which Option might have been exercised.
(d) If there is a change in the Common Stock of the Corporation as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of this Stock Option Agreement.
(e) To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the Board.
(f) Except as expressly provided in this Section 11, the Recipient shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or split-up, split-off, or spin-off of assets or stock of another corporation; and any issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not effect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this Option. The grant of this Option shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or consolidate or to dissolve, liquidate or sell or transfer all or any part of its business or assets.
Appears in 1 contract
Samples: Employment Agreement (Esat Inc)
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 CorporationCompany, or any corporate separation or divisiondivision of the Company, including, including but not limited to, split-upa split‑up, split-off split‑off or spin-offspin‑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 Corporationother similar transactions, the Board may Committee may, in its sole discretion, provide that either:
(i) the Recipient Optionee shall have the right to exercise such the Option (at its then current Option Price) solely for the kind and amount of shares of stock and other receive such property, cash, 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 exercise as would have been received with respect to the number of shares of Common Stock for which such the Option might have been exercised immediately prior to such dissolution, liquidation, or corporate separation or division, or merger or consolidation: sales or transfer of assets or tender offer or exchange offer, or in ; or
(ii) the alternative the Board may provide that each Option granted herein shall terminate as of a date to be fixed by the Board: provided, however, Committee and that not less than 30 day's written notice of the date so fixed shall be given to the RecipientOptionee, who shall have the right, during within such period as may be specified by the period of 30 days Committee preceding such termination, to exercise all or part of the Option.
(b) In the event of a sale of all or substantially all of the assets of the Company or the merger of the Company with or into another corporation, or a “Change in Control” (as defined in the Plan), the Option, to the extent then outstanding, shall be assumed or an equivalent award shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless such successor corporation does not agree to assume the award or to substitute an equivalent award, as determined in the discretion of the Committee, in which case the Committee shall, in lieu of such assumption or substitution, provide for full vesting and exercisability, as of the CIC Date (as defined in the Plan), of the outstanding Option, whether or not otherwise exercisable or forfeitable, and the realization of the Option in the manner set forth in Section 6(a)(i) or 6(a)(ii) above.
(c) Paragraph In the event of a “Change in Control” (b) as defined in the Plan), from and after such Change in Control, the Committee shall, in the case of this Section 11 a merger, consolidation or sale or disposition of assets, promptly make an appropriate adjustment to the amount and kind of shares or other securities or property receivable upon exercise and the Option Price per Share, and the Committee may, but is not required to, permit cancellation of the Option in exchange for a cash payment in an amount equal to the “Spread” (as defined in the Plan). If a Change in Control occurs, the exercisability of the Option shall not apply to a merger be altered 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 preceding sentence, in case of any consolidation or merger of another corporation into the Corporation in which the Corporation is the surviving corporation and in which there is a reclassification or change (including a change which results in the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to par value, or accelerated solely as a result of such occurrence other than as provided under Section 6(b) of this Agreement in the event that the Option is not continued and assumed or substituted with equivalent awards of the successor to the Company, or a subdivision parent or combinationsubsidiary of such successor corporation, but including any change or as otherwise determined by the Committee in its discretion. In the event that the Optionee suffers an Involuntary Termination (as defined below) coincident with or within 24 months following the occurrence of a Change in Control, the Option, to the extent not previously vested and exercisable nor earlier terminated, shall become fully vested and exercisable as of the date of such shares into two Involuntary Termination and may be exercised for a period of 90 days from the date of such termination or more classes or series until the Expiration Date set forth on the Signature Page, whichever period is shorter. For purposes of sharesthis Section 6(c), “Involuntary Termination” means the Board may provide termination of employment of the Optionee provided that such termination is either (a) initiated by the Company or a parent or subsidiary of the Company, or a successor to any such entity for a reason other than Disability, death, Retirement or for Cause, or (b) provided that the Recipient shall have Optionee at the right to exercise time of such Option solely for Involuntary Termination is then a participant in the kind Company’s Executive Severance and amount of shares of stock and other securities Change in Control Plan (including those of any direct or indirect Parent of the Corporation“Executive Severance Plan”), property, cash or any combination thereof receivable upon such reclassification, change consolidation or merger initiated by the Recipient of Optionee for “Good Reason” following a “Change Date,” as such terms are defined under the number of shares of Common Stock for which Option might have been exercisedExecutive Severance Plan.
(d) If there is a change in the Common Stock of the Corporation as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of this Stock Option Agreement.
(e) To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the Board.
(f) Except as expressly provided in this Section 11, the Recipient shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or split-up, split-off, or spin-off of assets or stock of another corporation; and any issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not effect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this Option. The grant of this Option shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or consolidate or to dissolve, liquidate or sell or transfer all or any part of its business or assets.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Forward Air Corp)
Effect of Certain Changes. (a) If In the event there is any change in the number of outstanding shares of outstanding Common Stock through the declaration of stock dividends, dividends or through a recapitalization resulting which results in stock splits or combinations or exchanges of such sharesreverse stock splits, the Board shall make corresponding adjustments to the number of shares of Common Stock available for Options and under the Plan, the number of such shares covered by outstanding Optionsthis Option, and the exercise price per share of the outstanding Options, shall be proportionately adjusted by the Board this Option in order to approximately reflect any increase or decrease in the number of issued shares of Common Stock: ; provided, however, that any fractional shares of Common Stock resulting from such adjustment shall be eliminated. Any determination made by the Board relating to such adjustments shall be final, binding and conclusive.
(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 preceding sentence, in case of any consolidation or merger of another corporation into the Corporation in which the Corporation is the surviving corporation and in which there is a reclassification or change (including a change which results in the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), the Board may provide that the Recipient shall have the right to exercise such Option solely for the kind and amount of shares of stock and other securities (including those of any direct or indirect Parent of the Corporation), property, cash or any combination thereof receivable upon such reclassification, change consolidation or merger by the Recipient of the number of shares of Common Stock for which Option might have been exercised.
(d) If there is a change in the Common Stock of the Corporation Company, as presently constitutedconstituted as of the date of the Plan, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of this Stock Option Agreementthe Plan.
(ec) To Notwithstanding subsections (a) and (b) of this Section 9, upon the dissolution or liquidation of the Company, or upon any reorganization, merger or consolidation of the Company with one or more corporations where the Company is the surviving corporation and the stockholders of the Company immediately prior to such transaction do not own at least 80% of the Company’s Common Stock immediately after such transaction, or upon any reorganization, merger or consolidation of the Company with one or more corporations where the Company is not the surviving corporation, or upon a sale of substantially all of the assets or 80% or more of the then outstanding shares of Common Stock of the Company to another corporation or entity (any such reorganization, merger, consolidation, sale of assets, or sale of shares of Common Stock being hereinafter referred to as the “Transaction”), the Plan shall terminate; provided however, that
(i) the Option granted hereunder shall become immediately exercisable in full and shall remain exercisable until the effective date of such Transaction; and
(ii) the termination of the Plan, and any exercise of the Option granted hereunder (to the extent that the foregoing adjustments relate holder’s right to stock or securities exercise such Option has been accelerated by the operation of Section 9(c) (i)), shall be subject to and conditioned upon the consummation of the CorporationTransaction to which such termination and acceleration relates, and if, for any reason, such adjustments Transaction is abandoned, exercise of this Option shall be made void and this Option shall thereafter be exercisable only as permitted by the BoardPlan and this Option Agreement, which shall remain in full force and effect.
(fd) Except as hereinbefore expressly provided in this Section 119, the Recipient Employee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock 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 or split-up, split-off, or spin-off of assets or stock of another corporation; , and any issue by the Corporation Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not effectaffect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this Option. The grant of this Option shall not affect in any way the right or power of the Corporation Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or to consolidate or to dissolve, liquidate or sell or transfer all or any part of its business or assets.
Appears in 1 contract
Samples: 1992 Performance Employee Stock Option Plan Agreement (Cheesecake Factory Incorporated)
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 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 preceding sentence, in case of any consolidation or merger of another corporation into the Corporation in which the Corporation is the surviving corporation and in which there is a reclassification or change (including a change which results in the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), the Board may provide that the Recipient shall have the right to exercise such Option solely for the kind and amount of shares of stock and other securities (including those of any direct or indirect Parent of the Corporation), property, cash or any combination thereof receivable upon such reclassification, change consolidation or merger by the Recipient of the number of shares of Common Stock for which Option might have been exercised.
(d) If there is a change in the Common Stock of the Corporation as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of this Stock Option Agreement.
(e) To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the Board.
(f) Except as expressly provided in this Section 11, the Recipient shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or split-up, split-off, or spin-off of assets or stock of another corporation; and any issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not effect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this Option. The grant of this Option shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or consolidate or to dissolve, liquidate or sell or transfer all or any part of its business or assets.
Appears in 1 contract
Samples: Stock Option Agreement (Esat Inc)
