Adjustment Upon Certain Events Clause Samples
The "Adjustment Upon Certain Events" clause defines how contractual terms, such as prices, quantities, or other key provisions, will be modified if specific events occur after the agreement is executed. For example, this clause may address changes in law, corporate actions like stock splits or mergers, or unforeseen circumstances that materially affect the contract's original terms. Its core function is to ensure fairness and maintain the intended balance of the agreement by providing a mechanism to adapt to significant changes, thereby reducing the risk of disputes or inequities arising from unforeseen events.
Adjustment Upon Certain Events. (i) The number and type of Shares which have been authorized for issuance under this Agreement as well as the exercise or purchase price per Share, as applicable, covered by this Agreement, shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split or combination or the payment of a stock dividend (but only on the Company's common stock) or reclassification of the Company's common stock or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company. Any such adjustment shall be determined in good faith by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, and the Committee's determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to this Agreement.
(ii) In the event of a Change of Control (other than pursuant to Section 11 or 12), if the Committee makes no provision for the assumption of this Agreement by the successor corporation, then the Committee shall determine whether (i) none, all or a portion of the Option shall vest, (ii) the Option shall terminate as of a date fixed by the Committee which is at least 30 days after the notice thereof to the Option Holder and shall give each Option Holder the right to exercise his or her Option as to all or any part of the Shares, including Shares as to which the Option would not otherwise be exercisable, or (iii) cause the Option, as of the effective date of any such event, to be cancelled in consideration of a cash payment or grant of an alternative option or award (whether by the Company or any entity that is a party to the transaction), or a combination thereof, to the holder of the cancelled Option, provided that such payment and/or grant are substantially equivalent in value to the fair market value of the cancelled Option as determined by the Committee.
Adjustment Upon Certain Events. In the event of any Share dividend, Share split or, reverse split, reorganization, reclassification, recapitalization, merger, consolidation, spin-off, split-up, combination or exchange of Shares or other similar corporate transaction, or any extraordinary dividend or distribution to shareholders of Shares, the Board, without liability to any Person, shall take such actions as it in its sole discretion deems appropriate to preserve the intended benefits of the Restricted Stock Units to the Grantee, by adjusting the terms of the Restricted Stock Units or such other means as the Board shall determine and, in any event, in compliance, to the extent applicable, with Section 409A of the Code.
Adjustment Upon Certain Events. To prevent dilution of the exercise rights granted under this Warrant, the Exercise Price and the number of Warrant Units issuable upon exercise of this Warrant shall be subject to adjustment from time to time as set forth in Section 4.1 (in each case, after taking into consideration any prior adjustments pursuant to Section 4.1). Other than pursuant to Section 4.1, the Exercise Price and the number of Warrant Units issuable upon exercise of this Warrant shall not be subject to any adjustment of any kind at any time.
Adjustment Upon Certain Events. To prevent dilution of the exercise rights granted under this Warrant, the Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as set forth in Section 4.1 (in each case, after taking into consideration any prior adjustments pursuant to Section 4.1). If the Holder, in good faith and acting reasonably, disagrees with any such adjustment made by the Company, the Holder shall promptly provide written notice of such disagreement to the Holder, specifying in reasonably sufficient detail the basis for such disagreement and including any applicable backup information required to support such conclusion; provided, that any failure to so notify will not affect the rights and obligations of the parties hereto. Upon the Company’s receipt of such written notice, the ultimate parent Chief Executive Officer of the Holder and the Company (or other senior executives) shall, in good faith and acting reasonably, attempt to resolve such disagreement for 30 days. To the extent that a resolution is not reached by such persons within such 30 days, the dispute may then be resolved in accordance with Section 15. Other than pursuant to Section 4.1, the Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant shall not be subject to any adjustment of any kind at any time.
Adjustment Upon Certain Events. The Exchange Price of the Purchased Shares shall be subject to adjustment from time to time upon the following events (each, an “Ordinary Share Event”):
(a) payment of a pro rata dividend in Topco Ordinary Shares to the holders of Topco Ordinary Shares;
(b) subdivision of the outstanding Topco Ordinary Shares into a greater number of Topco Ordinary Shares; or
(c) combination of the outstanding Topco Ordinary Shares into a lesser number of Topco Ordinary Shares; provided, however, that no adjustment shall be made upon a Return of Value.
Adjustment Upon Certain Events. In the event of any change in the shares of Common Stock outstanding by reason of any stock dividend or split, recapitalization, merger, consolidation, combination, spin-off, reclassification or exchange of shares or similar corporate change, the number of options granted the Participant may be appropriately adjusted as the Committee shall determine to prevent enlargement or dilution of the rights of Participants hereunder and the Committee's determination hereunder shall be conclusive.
Adjustment Upon Certain Events. If after the Effective Time there is a change in the number of issued and outstanding shares of Parent Common Stock as the result of a reclassification, subdivision, recapitalization, combination, exchange, stock split (including reverse stock split), stock dividend or distribution or other similar transaction, the number of shares of Parent Common Stock a Purchaser shall have the obligation or the right to purchase pursuant to this Agreement shall be equitably adjusted to give effect to such event.
Adjustment Upon Certain Events. The maximum number of shares as to which Awards may be granted under this Plan, and the terms of outstanding Awards shall be adjusted as the Administrator shall determine to be equitably required in the event that (a) the Company (i) effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or (ii) engages in a transaction to which Section 424 of the Code applies or (b) there occurs any other event which, in the judgment of the Administrator, necessitates such action. Any determination made under this Article IX by the Administrator shall be final and conclusive. The issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the maximum number of shares as to which Awards may be granted, or the terms of outstanding Awards. The Administrator may make Stock Awards and may grant Options and SARs in substitution for performance shares, phantom shares, stock awards, stock options, stock appreciation rights, or similar awards held by an individual who becomes an employee of the Company or an Affiliate in connection with a transaction described in the first paragraph of this Article IX. Notwithstanding any provision of the Plan (other than the limitation of Section 5.02), the terms of such substituted Awards shall be as the Administrator, in its discretion, determines is appropriate. If there is a Change of Control 50% of the options or SARs outstanding will vest immediately. Except as otherwise expressly provided in this Article IX, the Participant shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class in the Company or by reason of any dissolution, liquidation, merger, or consolidation or spin-off of assets or stock of another corporation, and any issue by the Company of shares of stock or any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of the Shares subjec...