Common use of Rights With Respect to Restricted Stock Units Clause in Contracts

Rights With Respect to Restricted Stock Units. (a) The Grantee shall have none of the rights of a holder of Shares. (b) If at any time while this Agreement is in effect (or Restricted Stock Units granted hereunder shall be or remain unvested while Grantee’s employment or provision of services continues and has not yet terminated or ceased for any reason), there shall be a reorganization, recapitalization, stock split, stock dividend, combination of Shares, merger, consolidation, distribution of assets or any other change in the corporate structure or shares of the Company, the Committee shall make any adjustments it deems fair and appropriate in the number of Restricted Stock Units then subject to this Agreement. If any such adjustment shall result in a fractional Share, such fraction shall be disregarded and no Share will be issued in connection with such fraction. (c) In the event of any merger, consolidation or other reorganization in which the Company is not the surviving or continuing company or in which a Change in Control is to occur, all of the Company’s obligations regarding the Restricted Stock Units shall, on such terms as may be approved by the Committee prior to such event, be assumed by the surviving or continuing company or canceled in exchange for property (including cash). (d) Notwithstanding any term or provision of this Agreement to the contrary, the existence of this Agreement, or of any outstanding Restricted Stock Units awarded hereunder, shall not affect in any manner the right, power or authority of the Company to make, authorize or consummate: (i) any or all adjustments, recapitalizations, reorganizations, stock splits, stock dividends, combination of shares or other changes in the Company’s capital structure or its business, (ii) any merger, consolidation or similar transaction by or of the Company, (iii) any offer, issue or sale by the Company of any capital stock of the Company, including any equity or debt securities, or preferred or preference stock that would rank prior to or on parity with the Restricted Stock Units and/or that would include, have or possess other rights, benefits and/or preferences superior to those that the Restricted Stock Units include, has or possesses, or any warrants, options or rights with respect to any of the foregoing, (iv) the dissolution or liquidation of the Company, (v) any sale, transfer or assignment of all or any part of the stock, assets or business of the Company, or (vi) any other corporate transaction, act or proceeding (whether of a similar character or otherwise).

Rights With Respect to Restricted Stock Units. (a) The Grantee shall have none of the rights of a holder of Sharesshares of common stock of the Company (other than the right to receive an amount equal to dividends, if any, as may be declared by the Company from time to time) unless and until the shares of common stock relating to the Restricted Stock Units have been delivered to the Grantee. The Company may in its sole discretion require that dividends will be reinvested in additional restricted stock units at Fair Market Value on the dividend payment date, subject to vesting and delivered at the same time as the Restricted Stock Unit. (b) If at any time while this Agreement is in effect (or Restricted Stock Units granted hereunder shall be or remain unvested while Grantee’s employment or provision of services continues and has not yet terminated or ceased for any reason), there shall be a reorganization, recapitalization, stock split, stock dividend, combination of Shares, merger, consolidation, distribution of assets any increase or any other change decrease in the corporate structure or number of issued and outstanding shares of the CompanyCompany through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of such shares, then and in that event, the Committee shall make any adjustments it deems fair and appropriate appropriate, in view of such increase or decrease, in the number of Restricted Stock Units then subject to this Agreement. If any such adjustment shall result in a fractional Shareshare, such fraction shall be disregarded and no Share share will be issued in connection with such fraction. (c) In the event of any merger, consolidation or other reorganization in which the Company is not the surviving or continuing company corporation or in which a Change in Control is to occur, all of the Company’s obligations regarding the Restricted Stock Units shall, on such terms as may be approved by the Committee prior to such event, be assumed by the surviving or continuing company corporation or canceled in exchange for property (including cash). (d) Notwithstanding any term or provision of this Agreement to the contrary, the existence of this Agreement, or of any outstanding Restricted Stock Units awarded hereunder, shall not affect in any manner the right, power or authority of the Company to make, authorize or consummate: (i) any or all adjustments, recapitalizations, reorganizations, stock splits, stock dividends, combination of shares reorganizations or other changes in the Company’s capital structure or its business, (ii) any merger, consolidation or similar transaction by or of the Company, (iii) any offer, issue or sale by the Company of any capital stock of the Company, including any equity or debt securities, or preferred or preference stock that would rank prior to or on parity with the Restricted Stock Units and/or that would include, have or possess other rights, benefits and/or preferences superior to those that the Restricted Stock Units include, has or possesses, or any warrants, options or rights with respect to any of the foregoing, (iv) the dissolution or liquidation of the Company, (v) any sale, transfer or assignment of all or any part of the stock, assets or business of the Company, or (vi) any other corporate transaction, act or proceeding (whether of a similar character or otherwise).

Rights With Respect to Restricted Stock Units. (a) The Grantee shall have none of the rights of a holder of Shares. (b) If at any time while this Agreement is in effect (or Restricted Stock Units granted hereunder shall be or remain unvested while Grantee’s employment or provision of services continues and has not yet terminated or ceased for any reason), there shall be a reorganization, recapitalization, stock split, stock dividend, combination of Shares, merger, consolidation, distribution of assets or any other change in the corporate structure or shares of the Company, the Committee shall make any adjustments it deems fair and appropriate in the number of Restricted Stock Units then subject to this Agreement. If any such adjustment shall result in a fractional Share, such fraction shall be disregarded and no Share will be issued in connection with such fraction. (c) In the event of any merger, consolidation or other reorganization in which the Company is not the surviving or continuing company or in which a Change in Control is to occur, all of the Company’s obligations regarding the Restricted Stock Units shall, on such terms as may be approved by the Committee prior to such event, be assumed by the surviving or continuing company or canceled in exchange for property (including cash).terms (d) Notwithstanding any term or provision of this Agreement to the contrary, the existence of this Agreement, or of any outstanding Restricted Stock Units awarded hereunder, shall not affect in any manner the right, power or authority of the Company to make, authorize or consummate: (i) any or all adjustments, recapitalizations, reorganizations, stock splits, stock dividends, combination of shares or other changes in the Company’s capital structure or its business, (ii) any merger, consolidation or similar transaction by or of the Company, (iii) any offer, issue or sale by the Company of any capital stock of the Company, including any equity or debt securities, or preferred or preference stock that would rank prior to or on parity with the Restricted Stock Units and/or that would include, have or possess other rights, benefits and/or preferences superior to those that the Restricted Stock Units include, has have or possessespossess, or any warrants, options or rights with respect to any of the foregoing, (iv) the dissolution or liquidation of the Company, (v) any sale, transfer or assignment of all or any part of the stock, assets or business of the Company, or (vi) any other corporate transaction, act or proceeding (whether of a similar character or otherwise).