Recapitalization, Mergers, Etc Sample Clauses

The "Recapitalization, Mergers, Etc" clause defines how contractual rights and obligations are affected by significant corporate events such as mergers, acquisitions, reorganizations, or changes in capital structure. Typically, this clause ensures that if the company undergoes a merger, recapitalization, or similar transaction, the terms of the agreement—such as conversion rights, share ownership, or payment obligations—are adjusted to reflect the new corporate structure. This provision is crucial for protecting the interests of parties by ensuring that their rights are not diluted or lost due to major corporate changes, thereby maintaining fairness and predictability in the face of structural shifts.
Recapitalization, Mergers, Etc. As provided in the Plan, in the event of corporate transactions affecting the Company’s outstanding Shares, such as recapitalizations or mergers, the Committee shall equitably adjust the number and kinds of Shares subject to this Award in such manner as the Committee deems appropriate, may accelerate the vesting of awards hereunder, and may take such other action as the Committee may determine to be appropriate pursuant to the Plan.
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Recapitalization, Mergers, Etc. As provided in the Plan, in the event of a corporate transaction affecting the Company’s outstanding Common Stock, the Committee shall equitably adjust the number and kind of shares subject to this Option and the exercise price hereunder or make provision for a cash payment. If such transaction involves a consolidation or merger of the Company with another entity, the sale or exchange of all or substantially all of the assets of the Company or a reorganization or liquidation of the Company, then in lieu of the foregoing, the Committee may upon written notice to the Option Holder provide that this Option shall terminate on a date not less than 20 days after the date of such notice unless theretofore exercised. In connection with such notice, the Committee may in its discretion accelerate or waive any deferred exercise period.
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Recapitalization, Mergers, Etc. As provided in the Agreement, in the event of certain corporate transactions affecting the Company's outstanding Common Stock, the number and kind of shares subject to this Option and the exercise price hereunder Committee shall be adjusted.
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Recapitalization, Mergers, Etc. As provided in the Plan, in the event of a merger, recapitalization or other corporate transaction involving the Company, the Committee may in its discretion take certain actions affecting the Option and the Optionholder’s rights hereunder, including without limitation adjusting the number and kind of securities subject to the Option and the option price, providing for another entity to assume the Option, providing for a cash payment in lieu of issuing shares, and terminating the Option.
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Recapitalization, Mergers, Etc. As provided in the Plan, in the event of corporate transactions affecting the Company’s outstanding Common Stock, such as recapitalizations or mergers, the Committee may equitably adjust the number and kinds of shares of Common Stock subject to this Option and the exercise price for such shares, may accelerate the vesting of Options hereunder, may provide for the termination of such Options after at least giving thirty (30) days’ notice to the Optionee, and may take such other action as the Committee may determine to be appropriate pursuant to Section 9 of the Plan.
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Recapitalization, Mergers, Etc. As provided in the Plan, in the event of corporate transactions affecting the Company’s outstanding Common Stock, the number and kind of shares subject to the SARs and the exercise price hereunder shall be equitably adjusted. If such transaction involves a consolidation or merger of the Company with another entity, the sale, lease or exchange of all or substantially all of the assets of the Company or a reorganization or liquidation of the Company, then in lieu of the foregoing, the Committee shall upon written notice to Grantee provide that the SARs shall terminate on a date not less than 20 days after the date of such notice unless theretofore exercised. In connection with such notice, the Committee shall accelerate or waive any deferred exercise period.
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Recapitalization, Mergers, Etc. As provided in and subject to the Plan, in the event of a merger, recapitalization or other corporate transaction involving the Company, the Administrator may in its discretion take certain actions affecting the Option and the Optionee’s rights hereunder, including without limitation adjusting the number and kind of securities subject to the Option and the exercise price hereunder, providing for another entity to assume the Option, making provision for a cash payment, and terminating the Option.
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Recapitalization, Mergers, Etc. In the event of a merger or consolidation in which the Company is the surviving corporation or a recapitalization (including a stock split, stock combination or stock dividend) of the Company, the Board in its discretion may adjust the number and kind of shares subject to this Award and other terms of this Award in a manner determined by the Committee to equitably reflect such merger, consolidation or recapitalization. In the case of any recapitalization, stock acquisition, merger, consolidation or other form of corporate transaction in which a company other than the Company is the surviving, continuing, successor or purchasing entity (a “Transaction”), the Board may provide that another party to the Transaction will assume this Award or substitute a substantially equivalent award. Awards that are not so assumed or substituted for shall terminate upon the consummation of such Transaction. In the case of a Transaction in which the stockholders of the Company receive consideration that is all or predominantly cash, the Plan provides for acceleration of vesting so that the Recipient may participate in the Transaction or for the payment of the value of this Award to the Recipient in connection with the consummation of the Transaction.
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Recapitalization, Mergers, Etc 
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Related to Recapitalization, Mergers, Etc

  • Mergers, Recapitalizations, Stock Splits, Etc Pursuant and subject to Section 12 of the Plan, certain changes in the number or character of the Common Stock of the Company (through sale, merger, consolidation, exchange, reorganization, divestiture (including a spin-off), liquidation, recapitalization, stock split, stock dividend or otherwise) shall result in an adjustment, reduction or enlargement, as appropriate, in Participant’s rights with respect to any unexercised portion of the Option (i.e., Participant shall have such “anti-dilution” rights under the Option with respect to such events, but shall not have “preemptive” rights).

  • Recapitalizations, etc The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Stock or the Options, to any and all shares of capital stock of the Company or any capital stock, partnership units or any other security evidencing ownership interests in any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or substitution of the Stock or the Options by reason of any stock dividend, split, reverse split, combination, recapitalization, liquidation, reclassification, merger, consolidation or otherwise.

  • Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Shares of the Company), or sell, transfer or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive, upon exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Option to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.

  • Recapitalizations, Exchanges, etc The provisions of this Agreement shall apply to the full extent set forth herein with respect to (i) the shares of Common Stock, (ii) any and all shares of voting common stock of the Company into which the shares of Common Stock are converted, exchanged or substituted in any recapitalization or other capital reorganization by the Company and (iii) any and all equity securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in conversion of, in exchange for or in substitution of, the shares of Common Stock and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof. The Company shall cause any successor or assign (whether by merger, consolidation, sale of assets or otherwise) to enter into a new registration rights agreement with the Designated Holders on terms substantially the same as this Agreement as a condition of any such transaction.

  • Recapitalization, Exchanges, Etc The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all equity interests of the Partnership or any successor or assign of the Partnership (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for or in substitution of, the Purchased Units, and shall be appropriately adjusted for combinations, unit splits, recapitalizations and the like occurring after the date of this Agreement.