Recapitalization; Merger and Consolidation. (a) The existence of this Agreement and the Award granted hereunder shall not affect in any way the right or power of IMCO or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in IMCO’s capital structure and its business, or any merger or consolidation of IMCO, or any issue of bonds, debentures, preferred or preference stocks ranking prior to or otherwise affecting the Common Stock or the rights thereof (or any rights, options, or warrants to purchase same), or the dissolution or liquidation of IMCO or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.
Recapitalization; Merger and Consolidation. If the shares of the Company’s Stock as a whole are increased, decreased, or changed into or exchanged for a different number or kind of shares or securities of the Company, whether through merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure, or the like, an appropriate and proportionate adjustment shall be made in the number and kinds of shares of Stock subject to this Agreement and in number, kinds, and per share exercise price of shares subject to unexercised Options or portions thereof granted prior to such change. Any such adjustment in an outstanding Option, however, shall be made without a change in the total price applicable to the unexercised portion of the Option, but with a corresponding adjustment in the price for each share of stock covered by the Option. No fractional shares shall be issued as a result of any such adjustment. If the Company or the Stockholders of the Company enter into an agreement to dispose of all or substantially all of the assets or capital stock of the Company by means of a sale, merger, consolidation, reorganization, liquidation, or otherwise, all installments under this Option Agreement shall become immediately exercisable with respect to the full number of shares subject to this Option Agreement, and the Options granted hereby shall terminate and become unexercisable unless exercised during the period commencing as of the later of the date of execution of such agreement, or six (6) months after the date the Option is granted, and ending as of the earlier of the Option Expiration Date, or the date on which the disposition of assets or capital stock contemplated by the agreement is consummated. Notwithstanding the foregoing, in the event that any such agreement shall be terminated without consummating the disposition of said stock or assets:
Recapitalization; Merger and Consolidation. If the shares of the Company’s Stock as a whole are increased, decreased, or changed into or exchanged for a different number or kind of shares or securities of the Company, whether through merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure, or the like, an appropriate and proportionate adjustment shall be made in the number and kinds of shares of Stock subject to the Plan and in the number, kinds, and per share exercise price of shares subject to unexercised Options or portions thereof granted prior to any such change. Any such adjustment in an outstanding Option, however, shall be made without a change in the total price applicable to the unexercised portion of the Option, but with a corresponding adjustment in the price for each share of stock covered by the Option. No fractional shares shall be issued as a result of any such adjustment.” Further, Article 10.1(a) of the Plan provides as follows:
Recapitalization; Merger and Consolidation. (a) If the shares of the Corporation's Stock as a whole are increased, decreased or changed into or exchanged for a different number or kind of shares or securities of the Corporation, whether through merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure or the like, an appropriate and proportionate adjustment shall be made in the number and kinds of shares of Stock subject to the Plan and in the number, kinds and per share exercise price of shares subject to any unexercised Options or portions thereof granted prior to any such change. Any such adjustment in an outstanding Option, however, shall be made without a change in the total price applicable to the unexercised portion for the Option, but with a corresponding adjustment in
Recapitalization; Merger and Consolidation. (a) In the event of any change in the number of issued shares of Stock resulting from a subdivision or consolidation of shares or other capital adjustment, or the payment of a stock dividend or other increase or decrease of such shares, then appropriate adjustments shall be made by the Committee with respect to outstanding Options and the aggregate number of shares of Stock which may be awarded pursuant to the Plan. Additions to Options issued as a result of any such change shall bear the same restrictions and carry the same terms as the Options to which they relate.
Recapitalization; Merger and Consolidation. Other than pursuant to any conversion rights set forth in the charter of the Company, if the shares of the Company’s Common Stock as a class are increased, decreased or changed into, or exchanged for, a different number or kind of shares or securities of the Company, through merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure or the like, an appropriate and proportionate adjustment shall be made in the number and kinds of securities covered by outstanding units of Performance Shares, and in the value of outstanding Performance Shares thereof granted prior to any such change. The foregoing adjustment shall be made in a manner that will cause the intrinsic value of each outstanding unit of Performance Shares immediately after the applicable transaction to be equal to the intrinsic value of each such outstanding unit of Performance Shares immediately before the applicable transaction.
Recapitalization; Merger and Consolidation. (a) Other than pursuant to any conversion rights set forth in the charter of the Company, if the shares of the Company’s Common Stock as a class are increased, decreased or changed into, or exchanged for, a different number or kind of shares or securities of the Company, through merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure or the like, an appropriate and proportionate adjustment shall be made in the number and kinds of securities subject to the Plan and in the number, kinds and per share exercise price of shares of Stock subject to unexercised Options or portions thereof granted prior to any such change. Any such adjustment in an outstanding Option, however, shall be made without a change in the total price applicable to the unexercised portion of the Option, but with a corresponding adjustment in the price for each share of Stock covered by the Option. No fractional shares shall be issued as a result of any such adjustment.
Recapitalization; Merger and Consolidation a. After the granting of this Option, if the number of shares of Stock issued and outstanding as a whole is increased, decreased, or changed into or exchanged for a different number or kind of shares or securities of the Company, whether through merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure, or the like, an appropriate and proportionate adjustment shall be made with respect to the unexercised portion of this Option in the number, kinds and per-share exercise price of shares of Stock subject to this Option. Any such adjustment in this Option, however, shall be made without a change in the total price applicable to the unexercised portion of the Option, but with a corresponding adjustment in the price for each share of Stock covered by the Option.
Recapitalization; Merger and Consolidation. The existence of this Agreement and the Stock granted hereunder shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Company’s capital structure and its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or preference stocks ranking prior to or otherwise affecting the Common Stock or the rights thereof (or any rights, options, or warrants to purchase same), or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.
Recapitalization; Merger and Consolidation. 8.1 The existence of this Agreement and the SAR granted hereunder shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Company's capital structure and its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or preference stocks ranking prior to or otherwise affecting the Common Stock or the rights thereof (or any rights, options, or warrants to purchase same), or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.
