Option Adjustment Sample Clauses

Option Adjustment. The number of options issuable pursuant to this Section 13 and the per share exercise price thereof shall be subject to appropriate adjustment to give effect to any increase or decrease in the number of issued shares resulting from a reorganization, recapitalization, stock split, spin-off or other similar action.
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Option Adjustment. The Company agrees to indemnify Executive against any adverse tax consequences (including, without limitation, under Section 409A and 4999 of the Code), if any, that result from the adjustment by the Company or HCA of stock options held by the Executive in connection with the Merger or the payment of any extraordinary cash dividends after the Closing. For the avoidance of doubt, this indemnity does not extend to tax consequences that arise upon the “cash out” of Executive’s existing HCA stock options on the Closing (or otherwise upon the exercise of Executive’s stock options).
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Option Adjustment. You currently hold stock options to acquire up to shares of common stock of EPL at a per share exercise price of $ . On or about the date hereof, EPL is paying a cash dividend on all of its issued and outstanding common stock. EPL agrees that the per share exercise price of each of your EPL options will be decreased to $ . The number of shares subject to your EPL options, the vesting conditions of such options, and the other terms and conditions of your options remain unchanged. By signing this letter agreement, you also (1) agree to the foregoing adjustment of your EPL options, and (2) acknowledge and agree that such adjustment is in complete satisfaction of any right that you may have (pursuant to Section 12 of the stock option agreement that evidences your EPL options or otherwise) with respect to the adjustment of your EPL options with respect to the EPL dividend referred to in the preceding paragraph.
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Option Adjustment. (i) As of the Effective Time of the Xxxxxxx Merger, each outstanding Xxxxxxx Option shall thereafter entitle the holder thereof to receive, upon the exercise thereof, that number of Holding Company Common Shares (rounded down to the nearest whole share) equal to the product of (i) the number of Xxxxxxx Common Shares subject to such Xxxxxxx Option immediately prior to the Effective Time of the Xxxxxxx Merger and (ii) the Xxxxxxx Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (y) the exercise price per Xxxxxxx Common Share subject to such Xxxxxxx Option divided by (z) the Xxxxxxx Exchange Ratio.
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Option Adjustment. In the event of any change in the number of Common Shares outstanding, whether by recapitalization, declaration of a stock split, payment of a stock dividend or otherwise, the number of shares delivered upon exercise and the purchase price shall be appropriately adjusted. Any dividend (in excess of normal dividends, if any) or other distribution (cash, stock or otherwise) on the Common Shares with a record date after the date of this Agreement will be for the account of the Investor and will delivered to the Investor on the date of receipt thereof. 4.
Sample 1
Option Adjustment. (i) Without limiting (and in addition to) Section 2.4(b) of the Reorganization Agreement, following the Effective Time of the Second Merger, each holder of an assumed Company Option (an “Assumed Option”), to the extent unexercised as of such date, shall be readjusted on the first business day following the Earnout Payment Date (the “Option Adjustment Date”) to reflect the actual payment of the Earnout Amount, if any. The adjustment, if any, shall result in an Assumed Option to purchase that number of shares of Acquiror Common Stock, determined by multiplying the number of shares of Company Common Stock subject to such Company Option at the Effective Time by the Contingent Option Exchange Ratio (rounded down to the nearest whole share with no cash being paid for a fractional share), and the exercise price per share for each such Assumed Option will equal the exercise price of the Company Option immediately prior to the Effective Time divided by the Contingent Option Exchange Ratio, such exercise price being rounded up to the nearest whole cent.
Sample 1
Option Adjustment. In the event that Empire institutes any change in the Common Stock by reason of stock dividends, stock splits, mergers, recapitalizations, combinations, conversions, exchanges of shares or the like, the number and kind of Shares subject to this Agreement and the price to be paid for such Shares shall be appropriately adjusted to reflect such changes made in the Common Stock.
Sample 1
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Option Adjustment. Group has granted options to purchase Common Stock to certain persons pursuant to its 2003 Stock Option Plan (the “Plan”). In connection with the consummation of the Recapitalization, the Compensation Committee of the Board of Directors (the “Compensation Committee”) is authorized under the terms of the Plan to make appropriate adjustments to the exercise price of each option outstanding under the Plan as of the Effective Time and the number of shares covered by each such option. The Compensation Committee has determined that it is advisable and appropriate to adjust (a) the current exercise price of each option outstanding under the Plan as of the Effective Time by dividing such exercise price by 0.083647 and (b) the number of shares of Common Stock covered by each such option by multiplying such number of shares by 0.083647, each effective as of the Closing.
Sample 1

Related to Option Adjustment

  • Anti-Dilution Adjustment For the avoidance of doubt, the terms of Section 4(c) of the Plan, relating to anti-dilution adjustments, will apply to the SAR.

  • Consideration Adjustment The Parties agree to treat all payments made pursuant to this Article IX as adjustments to the Cash Distribution for Tax purposes, except as otherwise required by Law following a final determination by the U.S. Internal Revenue Service or a Governmental Authority with competent jurisdiction.

  • Escalation Adjustments The base airframe and special features price will be escalated according to the applicable airframe and engine manufacturer escalation provisions contained in Exhibit D of the Agreement. Buyer agrees that the engine escalation provisions will be adjusted if they are changed by the engine manufacturer prior to signing the Option Aircraft Supplemental Agreement. In such case, the then-current engine escalation provisions in effect at the time of execution of the Option Aircraft Supplemental Agreement will be incorporated into such agreement.

  • Dilution Adjustments The Exchange Rate, Appreciation Threshold Price and Initial Price shall be subject to adjustment from time to time as follows:

  • Anti-Dilution Adjustments For all purposes of this Section 3.10, the number of shares of Class A Common Stock and the corresponding number of Common Units shall be determined after giving effect to all anti-dilution or similar adjustments that are applicable, as of the date of exercise or vesting, to the option, warrant, restricted stock or other equity interest that is being exercised or becomes vested under the applicable Stock Option Plan or other Equity Plan and applicable award or grant documentation.

  • Capitalization Adjustments The number of Shares subject to the Option and the exercise price per Share shall be equitably and appropriately adjusted as provided in Section 12.2 of the Plan.

  • Antidilution Adjustments The provisions of this Warrant are subject to adjustment as provided in this Section 5.

  • Anti-Dilution Adjustments to Exercise Price If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities entitling any person or entity to acquire shares of Common Stock (upon conversion, exercise or otherwise) (including but not limited to under the Note), at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)), reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled or potentially entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price at any time while such Common Stock or Common Stock Equivalents are in existence, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price, and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment (for the avoidance of doubt, the aggregate Exercise Price prior to such adjustment is calculated as follows: the total number of Warrant Shares multiplied by the initial Exercise Price in effect as of the Issuance Date). Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued, regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price by the holder thereof (for the avoidance of doubt, the Holder may utilize the Base Share Price even if the Company did not actually issue shares of its common stock at the Base Share Price under the respective Common stock Equivalents). The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 2(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.

  • Merger Consideration Adjustment (a) Within ninety (90) days after the Closing Date, the Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing Net Indebtedness, Net Working Capital and Transactions Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.07. The Closing Statement shall be prepared, and the Closing Net Indebtedness, Net Working Capital and Transactions Expenses and the resulting Merger Consideration and shares shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

  • Dilution Adjustment Provisions Sections 5.05(A)(i), (ii), (iii), (iv) and (v) and Section 5.05(H) of the Indenture. Extraordinary Events applicable to the Transaction: Merger Events: Applicable; provided that notwithstanding Section 12.1(b) of the Equity Definitions, a “Merger Event” means the occurrence of any event or condition set forth in the definition of “Common Stock Change Event” in Section 5.08(A) of the Indenture. Tender Offers: Applicable; provided that notwithstanding Section 12.1(d) of the Equity Definitions, a “Tender Offer” means the occurrence of any event or condition set forth in Section 5.05(A)(v) of the Indenture. Consequences of Merger Events / Tender Offers: Notwithstanding Section 12.2 and Section 12.3 of the Equity Definitions, upon the occurrence of a Merger Event or a Tender Offer, the Calculation Agent shall make a corresponding adjustment in respect of any adjustment under the Indenture to any one or more of the nature of the Shares (in the case of a Merger Event), Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction, subject to the second paragraph under “Method of Adjustment”; provided, however, that such adjustment shall be made without regard to any adjustment to the Conversion Rate pursuant to any Excluded Provision; provided further that if, with respect to a Merger Event or a Tender Offer, (i) the consideration for the Shares includes (or, at the option of a holder of Shares, may include) shares of an entity or person that is not a corporation or is not organized under the laws of the United States, any State thereof or the District of Columbia or (ii) the Counterparty to the Transaction following such Merger Event or Tender Offer will not be a corporation and/or will either not be the Issuer or not be a wholly-owned subsidiary of Issuer whose obligations hereunder are fully and unconditionally guaranteed by Issuer following such Merger Event, then, in either case, Cancellation and Payment (Calculation Agent Determination) may apply at Dealer’s commercially reasonable election. Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. Additional Disruption Events: Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the word “Shares” with the phrase “Hedge Positions” in clause (X) thereof and (ii) inserting the parenthetical “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” at the end of clause (A) thereof. Failure to Deliver: Applicable Hedging Disruption: Applicable; provided that:

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