Common use of SUBDIVISION, CONSOLIDATION OR REORGANIZATION Clause in Contracts

SUBDIVISION, CONSOLIDATION OR REORGANIZATION. (a) In the event of any subdivision, redivision or change of the Shares of the Company into a greater number of Shares at any time after the date of this Agreement and prior to the Expiration Date of this option, the Company shall deliver at the time of exercise of this option, but for the same aggregate consideration payable therefor, such additional number of Shares as the Participant would have been entitled to receive as a result of such subdivision, redivision or change if on the record date thereof the Participant had been the registered holder of the number of such Shares with respect to which the option is later exercised. (b) In the event of any consolidation or change of the Shares of the Company into a lesser number of Shares at any time after the date of this Agreement and prior to the expiration of this option, the Company shall deliver at the time of exercise of this option, but for the same aggregate consideration payable therefor, such reduced number of Shares, as the Participant would have been entitled to receive upon such consolidation or change if on the record date thereof the Participant had been the registered holder of the number of such Shares with respect to which the option is later exercised. (c) If at any time after the date of this Agreement and prior to the expiration of this option, the Shares shall be reclassified or reorganized, otherwise than as specified in Sections 5.1(a) and (b), the Participant shall be entitled to receive upon the exercise of this option and shall accept in lieu of the number of Shares then subscribed for, but for the same aggregate consideration payable therefor, the same aggregate number of shares of the appropriate class of shares that the Participant would have been entitled to receive as a result of such reclassification or other reorganization of Shares if on the record date thereof the Participant

Appears in 5 contracts

Samples: Stock Option Agreement (Dusa Pharmaceuticals Inc), Stock Option Agreement (Dusa Pharmaceuticals Inc), Stock Option Agreement (Dusa Pharmaceuticals Inc)

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SUBDIVISION, CONSOLIDATION OR REORGANIZATION. (a) In the event of any subdivision, redivision or change of the Shares of the Company into a greater number of Shares at any time after the date of this Agreement and prior to the Expiration Date of this option, the Company shall deliver at the time of exercise of this option, but for the same aggregate consideration payable therefor, such additional number of Shares as the Participant would have been entitled to receive as a result of such subdivision, redivision or change if on the record date thereof the Participant had been the registered holder of the number of such Shares with respect to which the option is later exercised. (b) In the event of any consolidation or change of the Shares of the Company into a lesser number of Shares at any time after the date of this Agreement and prior to the expiration of this option, the Company shall deliver at the time of exercise of this option, but for the same aggregate consideration payable therefor, such reduced number of Shares, as the Participant would have been entitled to receive upon such consolidation or change if on the record date thereof the Participant had been the registered holder of the number of such Shares with respect to which the option is later exercised. (c) If at any time after the date of this Agreement and prior to the expiration of this option, the Shares shall be reclassified or reorganized, otherwise than as specified in Sections 5.1(a) and (b), the Participant shall be entitled to receive upon the exercise of this option and shall accept in lieu of the number of Shares then subscribed for, but for the same aggregate consideration payable therefor, the same aggregate number of shares of the appropriate class of shares that the Participant would have been entitled to receive as a result of such reclassification or other reorganization of Shares if on the record date thereof the ParticipantParticipant had been the registered holder of the number of such Shares with respect to which the option is later exercised. 6.1 TAKE-OVER BID If an offeror makes an offer to purchase 50% or more of the outstanding Shares to substantially all holders of the Shares or, if an insider of the Company makes an offer to purchase Shares to substantially all holders of the Shares, and the Board of Directors recommends acceptance of such offer to the shareholders of the Company and the offer price is greater than the Exercise Price, then this option, whether or not it has vested in whole or in part, shall become immediately exercisable. The Participant shall be bound to exercise this option and to tender the Optioned Shares issued upon exercise of this option into the offer upon receipt of notice from the Company if the Company provides an interest-free loan to the Participant in the amount of the Exercise Price for all of the Optioned Shares issuable upon exercise of this option, subject to the execution of a security agreement by the Participant in favor of the Company securing repayment of the loan.

Appears in 2 contracts

Samples: Stock Option Agreement (Dusa Pharmaceuticals Inc), Stock Option Agreement (Dusa Pharmaceuticals Inc)

SUBDIVISION, CONSOLIDATION OR REORGANIZATION. (a) In the event of any subdivision, redivision or change of the Shares of the Company into a greater number of Shares at any time after the date of this Agreement and prior to the Expiration Date of this option, the Company shall deliver at the time of exercise of this option, but for the same aggregate consideration payable therefor, such additional number of Shares as the Participant would have been entitled to receive as a result of such subdivision, redivision or change if on the record date thereof the Participant had been the registered holder of the number of such Shares with respect to which the option is later exercised. (b) In the event of any consolidation or change of the Shares of the Company into a lesser number of Shares at any time after the date of this Agreement and prior to the expiration of this option, the Company shall deliver at the time of exercise of this option, but for the same aggregate consideration payable therefor, such reduced number of Shares, as the Participant would have been entitled to receive upon such consolidation or change if on the record date thereof the Participant had been the registered holder of the number of such Shares with respect to which the option is later exercised. (c) If at any time after the date of this Agreement and prior to the expiration of this option, the Shares shall be reclassified or reorganized, otherwise than as specified in Sections 5.1(a4.1(a) and (b), the Participant shall be entitled to receive upon the exercise of this option and shall accept in lieu of the number of Shares then subscribed for, but for the same aggregate consideration payable therefor, the same aggregate number of shares of the appropriate class of shares that the Participant would have been entitled to receive as a result of such reclassification or other reorganization of Shares if on the record date thereof the ParticipantParticipant had been the registered holder of the number of such Shares with respect to which the option is later exercised. 5.1 TAKE-OVER BID If an offeror makes an offer to purchase 50% or more of the outstanding Shares to substantially all holders of the Shares or, if an insider of the Company makes an offer to purchase Shares to substantially all holders of the Shares, and the Board of Directors recommends acceptance of such offer to the shareholders of the Company and the offer price is greater than the Exercise Price, then this option, whether or not it has vested in whole or in part, shall become immediately exercisable. The Participant shall be bound to exercise this option and to tender the Optioned Shares issued upon exercise of this option into the offer upon receipt of notice from the Company if the Company provides an interest-free loan to the Participant in the amount of the Exercise Price for all of the Optioned Shares issuable upon exercise of this option, subject to the execution of a security agreement by the Participant in favor of the Company securing repayment of the loan.

Appears in 1 contract

Samples: Stock Option Agreement (Dusa Pharmaceuticals Inc)

SUBDIVISION, CONSOLIDATION OR REORGANIZATION. (a) In the event of any subdivision, redivision or change of the Shares of the Company into a greater number of Shares at any time after the date of this Agreement and prior to the Expiration Date of this option, the Company shall deliver at the time of exercise of this option, but for the same aggregate consideration payable therefor, such additional number of Shares as the Participant would have been entitled to receive as a result of such subdivision, redivision or change if on the record date thereof the Participant had been the registered holder of the number of such Shares with respect to which the option is later exercised. (b) In the event of any consolidation or change of the Shares of the Company into a lesser number of Shares at any time after the date of this Agreement and prior to the expiration of this option, the Company shall deliver at the time of exercise of this option, but for the same aggregate consideration payable therefor, such reduced number of Shares, as the Participant would have been entitled to receive upon such consolidation or change if on the record date thereof the Participant had been the registered holder of the number of such Shares with respect to which the option is later exercised. (c) If at any time after the date of this Agreement and prior to the expiration of this option, the Shares shall be reclassified or reorganized, otherwise than as specified in Sections 5.1(a) and (b), the Participant shall be entitled to receive upon the exercise of this option and shall accept in lieu of the number of Shares then subscribed for, but for the same aggregate consideration payable therefor, the same aggregate number of shares of the appropriate class of shares that the Participant would have been entitled to receive as a result of such reclassification or other reorganization of Shares if on the record date thereof the Participantsuch

Appears in 1 contract

Samples: Stock Option Agreement (Dusa Pharmaceuticals Inc)

SUBDIVISION, CONSOLIDATION OR REORGANIZATION. (a) In the event of any subdivision, redivision or change of the Shares of the Company into a greater number of Shares at any time after the date of this Agreement and prior to the Expiration Date of this option, the Company shall deliver at the time of exercise of this option, but for the same aggregate consideration payable therefor, such additional number of Shares as the Participant would have been entitled to receive as a result of such subdivision, redivision or change if on the record date thereof the Participant had been the registered holder of the number of such Shares with respect to which the option is later exercised. (b) In the event of any consolidation or change of the Shares of the Company into a lesser number of Shares at any time after the date of this Agreement and prior to the expiration of this option, the Company shall deliver at the time of exercise of this option, but for the same aggregate consideration payable therefor, such reduced number of Shares, as the Participant would have been entitled to receive upon such consolidation or change if on the record date thereof the Participant had been the registered holder of the number of such Shares with respect to which the option is later exercised. (c) If at any time after the date of this Agreement and prior to the expiration of this option, the Shares shall be reclassified or reorganized, otherwise than as specified in Sections 5.1(a) and (b), the Participant shall be entitled to receive upon the exercise of this option and shall accept in lieu of the number of Shares then subscribed for, but for the same aggregate consideration payable therefor, the same aggregate number of shares of the appropriate class of shares that the Participant would have been entitled to receive as a result of such reclassification or other reorganization of Shares if on the record date thereof the ParticipantParticipant had been the registered holder of the number of such Shares with respect to which the option is later exercised.

Appears in 1 contract

Samples: Stock Option Agreement (Dusa Pharmaceuticals Inc)

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SUBDIVISION, CONSOLIDATION OR REORGANIZATION. (a) In the event of any subdivision, redivision or change of the Shares of the Company into a greater number of Shares at any time after the date of this Agreement and prior to the Expiration Date of this option, the Company shall deliver at the time of exercise of this option, but for the same aggregate consideration payable therefor, such additional number of Shares as the Participant would have been entitled to receive as a result of such subdivision, redivision or change if on the record date thereof the Participant had been the registered holder of the number of such Shares with respect to which the option is later exercised. (b) In the event of any consolidation or change of the Shares of the Company into a lesser number of Shares at any time after the date of this Agreement and prior to the expiration of this option, the Company shall deliver at the time of exercise of this option, but for the same aggregate consideration payable therefor, such reduced number of Shares, as 4 the Participant would have been entitled to receive upon such consolidation or change if on the record date thereof the Participant had been the registered holder of the number of such Shares with respect to which the option is later exercised. (c) If at any time after the date of this Agreement and prior to the expiration of this option, the Shares shall be reclassified or reorganized, otherwise than as specified in Sections 5.1(a) and (b), the Participant shall be entitled to receive upon the exercise of this option and shall accept in lieu of the number of Shares then subscribed for, but for the same aggregate consideration payable therefor, the same aggregate number of shares of the appropriate class of shares that the Participant would have been entitled to receive as a result of such reclassification or other reorganization of Shares if on the record date thereof the ParticipantParticipant had been the registered holder of the number of such Shares with respect to which the option is later exercised. 6.1 TAKE-OVER BID If an offeror makes an offer to purchase 50% or more of the outstanding Shares to substantially all holders of the Shares or, if an insider of the Company makes an offer to purchase Shares to substantially all holders of the Shares, and the Board of Directors recommends acceptance of such offer to the shareholders of the Company and the offer price is greater than the Exercise Price, then this option, whether or not it has vested in whole or in part, shall become immediately exercisable. The Participant shall be bound to exercise this option and to tender the Optioned Shares issued upon exercise of this option into the offer upon receipt of notice from the Company if the Company provides an interest-free loan to the Participant in the amount of the Exercise Price for all of the Optioned Shares issuable upon exercise of this option, subject to the execution of a security agreement by the Participant in favor of the Company securing repayment of the loan.

Appears in 1 contract

Samples: Stock Option Agreement (Dusa Pharmaceuticals Inc)

SUBDIVISION, CONSOLIDATION OR REORGANIZATION. (a) In the event of any subdivision, redivision or change of the Shares of the Company into a greater number of Shares at any time after the date of this Agreement and prior to the Expiration Date of this option, the Company shall deliver at the time of exercise of this option, but for the same aggregate consideration payable therefor, such additional number of Shares as the Participant would have been entitled to receive as a result of such subdivision, redivision or change if on the record date thereof the Participant had been the registered holder of the number of such Shares with respect to which the option is later exercised. (b) In the event of any consolidation or change of the Shares of the Company into a lesser number of Shares at any time after the date of this Agreement and prior to the expiration of this option, the Company shall deliver at the time of exercise of this option, but for the same aggregate consideration payable therefor, such reduced number of Shares, as the Participant would have been entitled to receive upon such consolidation or change if on the record date thereof the Participant had been the registered holder of the number of such Shares with respect to which the option is later exercised. (c) If at any time after the date of this Agreement and prior to the expiration of this option, the Shares shall be reclassified or reorganized, otherwise than as specified in Sections 5.1(a) and (b), the Participant shall be entitled to receive upon the exercise of this option and shall accept in lieu of the number of Shares then subscribed for, but for the same aggregate consideration payable therefor, the same aggregate number of shares of the appropriate class of shares that the Participant would have been entitled to receive as a result of such reclassification or other reorganization of Shares if on the record date thereof the Participantclass

Appears in 1 contract

Samples: Stock Option Agreement (Dusa Pharmaceuticals Inc)

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