Common use of Other Equitable Adjustments Clause in Contracts

Other Equitable Adjustments. If any event occurs as to which the other provisions of this Section 12 are not strictly applicable (or if strictly applicable would not fairly protect the rights of the Optionees in accordance with the basic intent and principles of such provisions) but, in the reasonable opinion of the Committee, an adjustment should be made to fairly protect the rights of Optionees in accordance with the basic intent and principles of such provisions, then the Company shall appoint a firm of independent certified public accountants (which may be the regular auditors of the Company) of recognized national standing, which shall give its opinion upon the adjustment, if any, to be made to protect the Optionees against dilution on a basis consistent with the basic intent and principles established in the other provisions of this Section 12. Upon receipt of such opinion, the Company shall forthwith make the adjustments, if any, described therein, provided such equitable adjustments under this Section 12(c) would not result in a charge to the Company's earnings pursuant to applicable financial accounting principles.

Appears in 3 contracts

Samples: Employment Agreement (Overseas Filmgroup Inc), Employment Agreement (Overseas Filmgroup Inc), Special Stock Option Plan and Agreement (Overseas Filmgroup Inc)

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Other Equitable Adjustments. If any event occurs as to which the other provisions of this Section 12 13 are not strictly applicable (or if strictly applicable would not fairly protect the rights of the Optionees in accordance with the basic intent and principles of such provisions) but, in the reasonable opinion of the Committee, an adjustment should be made to fairly protect the rights of Optionees in accordance with the basic intent and principles of such provisions, then the Company shall appoint a firm of independent certified public accountants (which may be the regular auditors of the Company) of recognized national standing, which shall give its opinion upon the adjustment, if any, to be made to protect the Optionees against dilution on a basis consistent with the basic intent and principles established in the other provisions of this Section 1213. Upon receipt of such opinion, the Company shall forthwith make the adjustments, if any, described therein, provided such equitable adjustments under this Section 12(c13(c) would not result in a charge to the Company's earnings pursuant to applicable financial accounting principles.

Appears in 1 contract

Samples: 1996 Special Stock Option Plan and Agreement (Overseas Filmgroup Inc)

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