Changes in Capitalization. (a) The number of Option Shares and the Exercise Price shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Common Stock underlying the Option to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”). (b) In the event of a merger, consolidation, extraordinary dividend, sale of substantially all of the Company’s assets or other material change in the capital structure of the Company, or a tender offer for shares of Common Stock, or a Change in Control, that in each case is not an “Equity Restructuring,” the Committee shall take such action to make such adjustments in the Option or the terms of this Award as the Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Option, with a corresponding adjustment in the Exercise Price, substituting a new option to replace the Option, accelerating the termination of the Option Period or terminating the Option in consideration of a cash payment to the Optionee in an amount equal to the excess of the then Fair Market Value of the Option Shares over the aggregate Exercise Price of the Option Shares. Any determination made by the Committee pursuant to this Section 5(b) will be final and binding on the Optionee. Any action taken by the Committee need not treat all optionees equally. (c) The existence of the Plan and this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding.
Appears in 4 contracts
Sources: Nonqualified Stock Option Award (Richardson Electronics LTD/De), Nonqualified Stock Option Award (Richardson Electronics LTD/De), Nonqualified Stock Option Award (Richardson Electronics LTD/De)
Changes in Capitalization. (a) The number of shares of Common Stock reserved for issuance upon the exercise of the Option Shares and the Exercise Price of the Option shall be proportionately adjusted for nonreciprocal transactions between any increase or decrease in the Company and the holders number of capital stock of the Company that causes the per share value of the issued shares of Common Stock underlying resulting from a subdivision or a combination of shares or the Option payment of an ordinary stock dividend in shares of such Common Stock to change, holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of such Common Stock outstanding effected without receipt of consideration by the Company to the extent that Grantee’s proportionate interest shall be maintained as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”)before the occurrence of the event.
(b) In the event of a merger, consolidation, extraordinary dividend, sale of substantially all of the Company’s assets reorganization or other material change in the capital structure of the Company, Company or a tender offer for shares of Common Stock, or a Change in Control, that in each case is not an “Equity Restructuring,” the Committee shall take such action to may make such adjustments in with respect to the Option or the terms of this Award and take such other actions as the Committee, in its sole discretion, determines in good faith is it deems necessary or appropriateappropriate to reflect such merger, includingconsolidation, without limitationreorganization or tender offer; provided, adjusting however that if the number Company shall not be the surviving entity as a result of any such event and class of securities subject the parties to that transaction do not provide for the Option, with a corresponding adjustment in the Exercise Price, substituting a new option to replace the Option, accelerating the termination substitution of the Option Period or terminating with option rights in the surviving entity, then the Committee may cash-out the Option in consideration of a cash payment to based upon the Optionee in an amount equal to the excess of the then Fair Market Value of the Option Shares over Common Stock determined as of any date within thirty (30) days immediately prior to the aggregate Exercise Price of the Option Shares. Any determination made by the Committee pursuant to this Section 5(b) will be final and binding on the Optionee. Any action taken by the Committee need not treat all optionees equallytransaction.
(c) The existence of the Plan and this Award the Option granted pursuant to the Plan shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section 6 may provide, in the Committee’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise be subject to the Option.
Appears in 4 contracts
Sources: Incentive Stock Option Agreement (Hughes Supply Inc), Incentive Stock Option Agreement (Hughes Supply Inc), Non Qualified Stock Option Agreement (Hughes Supply Inc)
Changes in Capitalization. To the extent required under Applicable Laws, (ai) The number the numbers and class of Option Shares or other shares or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the Exercise Price shall exercise price per Share of each such outstanding Option, and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, may be proportionately adjusted for nonreciprocal transactions between by the Company and Administrator in the holders event of capital stock a shares split, reverse shares split, shares dividend, combination, consolidation, reclassification of the Company that causes the per share value Shares or subdivision of the shares of Common Stock underlying the Option to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”).
(b) Shares. In the event of a merger, consolidation, extraordinary dividend, sale of substantially all of the Company’s assets any increase or other material change decrease in the capital structure number of issued Shares effected without receipt of consideration by the Company, a declaration of an extraordinary dividend with respect to the Shares payable in a form other than Shares in an amount that has a material effect on the Fair Market Value, a recapitalization (including a recapitalization through a large nonrecurring cash dividend), a rights offering, a reorganization, amalgamation, merger, spin-off, split-up, change in corporate structure or a tender offer for shares of Common Stocksimilar occurrence, or a Change in Control, that in each case is not an “Equity Restructuring,” the Committee shall take such action to Administrator may make such adjustments in the Option or the terms of this Award as the Committeeappropriate adjustments, in its sole discretion, determines in good faith is necessary one or appropriate, including, without limitation, adjusting more of (i) the number numbers and class of Shares or other shares or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the exercise price per Share of each outstanding Option and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, and any such adjustment by the Administrator shall be made in the Administrator’s sole and absolute discretion and shall be final, binding and conclusive. Except as expressly provided herein, no issuance 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 the Optionan Award. If, with a corresponding adjustment in the Exercise Price, substituting a new option to replace the Option, accelerating the termination of the Option Period or terminating the Option in consideration by reason of a cash payment to the Optionee transaction described in this Section 11(a) or an amount equal to the excess of the then Fair Market Value of the Option Shares over the aggregate Exercise Price of the Option Shares. Any determination made by the Committee adjustment pursuant to this Section 5(b) will 11(a), a Participant’s Award agreement or agreement related to any Optioned Stock or Restricted Stock covers additional or different shares or securities, then such additional or different classes of shares, and the Award agreement or agreement related to the Optioned Stock or Restricted Stock in respect thereof, shall be final and binding on the Optionee. Any action taken by the Committee need not treat subject to all optionees equally.
(c) The existence of the Plan terms, conditions and this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as restrictions which were applicable to the Common Award, Optioned Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceedingand Restricted Stock prior to such adjustment.
Appears in 4 contracts
Sources: Share Transfer and Exchange Agreement (IBEX Holdings LTD), Share Transfer and Exchange Agreement (IBEX Holdings LTD), Share Transfer and Exchange Agreement (IBEX Holdings LTD)
Changes in Capitalization. (a) The number of Option Restricted Shares and the Exercise Price shall be proportionately adjusted from and after the record date for any nonreciprocal transactions transaction between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Common Stock underlying the Option Award to changechange (an “Equity Restructuring”), such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”)dividend.
(b) In the event case of any reclassification or change of outstanding Common Stock issuable upon vesting of the Award, or in the case of any consolidation or merger of the Company with or into another entity (other than a mergermerger in which the Company is the surviving entity and which does not result in any reclassification or change in the then-outstanding Stock) or in the case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, in each case that is not an Equity Restructuring, then, as a condition of such reclassification, change, consolidation, extraordinary dividendmerger, sale of substantially all or conveyance, the Company or such successor or purchasing entity, as the case may be, shall make lawful and adequate provision whereby the Participant shall thereafter have the right, on exercise of the Company’s assets Award, to receive the kind and amount of securities, property and/or cash receivable upon such reclassification, change, consolidation, merger, sale or other material change in the capital structure conveyance by a holder of the Companynumber of securities issuable upon vesting of the Award immediately before such reclassification, change, consolidation, merger, sale or conveyance. Such provision shall include adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in Subsection (a). Notwithstanding the foregoing, if such a tender offer transaction occurs, in lieu of causing such rights to be substituted for shares of Common Stockthe Award, or a Change in Control, that in each case is not an “Equity Restructuring,” the Committee shall take such action may, upon 20 days’ prior written notice to make such adjustments in the Option or the terms of this Award as the CommitteeParticipant, in its sole discretion: (i) shorten the period during which the Award vests, determines in good faith provided it vests not more than 20 days after the date the notice is necessary given, or appropriate, including, without limitation, adjusting (ii) cancel the number and class of securities subject to the Option, with a corresponding adjustment in the Exercise Price, substituting a new option to replace the Option, accelerating the termination of the Option Period or terminating the Option in consideration of a cash Award upon payment to the Optionee Participant in cash, with respect to the Award, of an amount equal which, in the sole discretion of the Committee, is determined to be equivalent to the excess of amount, if any, by which the then Fair Market Value (at the effective time of the Option Shares over the aggregate Exercise Price transaction) of the Option Sharesconsideration that the Participant would have received if the Award had been vested before the effective time. The actions described in this Subsection (b) may be taken without regard to any resulting tax consequences to the Participant. Any determination made by the Committee pursuant to this Section 5(bSubsection (b) will be final and binding on the OptioneeParticipant. Any action taken by the Committee need not treat all optionees equallyParticipants under the Plan similarly.
(c) The existence of the Plan and this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding.
Appears in 3 contracts
Sources: Restricted Share Award Agreement (Griffin Capital Essential Asset REIT, Inc.), Restricted Share Award Agreement (Griffin Capital Essential Asset REIT, Inc.), Restricted Share Award Agreement (Griffin Capital Essential Asset REIT II, Inc.)
Changes in Capitalization. (a) The number of Option Restricted Shares and the Exercise Price shall be proportionately adjusted from and after the record date for any nonreciprocal transactions transaction between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Common Stock underlying the Option to changechange (an “Equity Restructuring”), such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”)dividend.
(b) In the event case of any reclassification or change of outstanding Common Stock issuable upon vesting of the Award, or in the case of any consolidation or merger of the Company with or into another entity (other than a mergermerger in which the Company is the surviving entity and which does not result in any reclassification or change in the then-outstanding Stock) or in the case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, in each case that is not an Equity Restructuring, then, as a condition of such reclassification, change, consolidation, extraordinary dividendmerger, sale of substantially all or conveyance, the Company or such successor or purchasing entity, as the case may be, shall make lawful and adequate provision whereby the Participant shall thereafter have the right, on exercise of the Company’s assets Award, to receive the kind and amount of securities, property and/or cash receivable upon such reclassification, change, consolidation, merger, sale or other material change in the capital structure conveyance by a holder of the Companynumber of securities issuable upon exercise of the Award immediately before such reclassification, change, consolidation, merger, sale or conveyance. Such provision shall include adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in Subsection (a). Notwithstanding the foregoing, if such a tender offer transaction occurs, in lieu of causing such rights to be substituted for shares of Common Stockthe Award, or a Change in Control, that in each case is not an “Equity Restructuring,” the Committee shall take such action may, upon 20 days’ prior written notice to make such adjustments in the Option or the terms of this Award as the CommitteeParticipant, in its sole discretion: (i) shorten the period during which the Award is exercisable, determines in good faith is necessary or appropriateprovided it remains exercisable, including, without limitation, adjusting the number and class of securities subject to the Optionextent it is otherwise exercisable, for at least 20 days after the date the notice is given, or (ii) cancel the Award upon payment to the Participant in cash, with a corresponding adjustment respect to the Award to the extent then exercisable, of an amount which, in the sole discretion of the Committee, is determined to be equivalent to the amount, if any, by which the Fair Market Value (at the effective time of the transaction) of the consideration that the Participant would have received if the Award had been exercised before the effective time exceeds the Exercise Price, substituting a new option . The actions described in this Subsection (b) may be taken without regard to replace the Option, accelerating the termination of the Option Period or terminating the Option in consideration of a cash payment any resulting tax consequences to the Optionee in an amount equal to the excess of the then Fair Market Value of the Option Shares over the aggregate Exercise Price of the Option SharesParticipant. Any determination made by the Committee pursuant to this Section 5(bSubsection (b) will be final and binding on the OptioneeParticipant. Any action taken by the Committee need not treat all optionees Participants under the Plan equally.
(c) The existence of the Plan and this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding.
Appears in 3 contracts
Sources: Restricted Share Award (SmartStop Self Storage REIT, Inc.), Performance Based Restricted Share Award (SmartStop Self Storage REIT, Inc.), Restricted Share Award (SmartStop Self Storage REIT, Inc.)
Changes in Capitalization. (a) The number of Option Shares and the Exercise Price shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of capital stock of the Company that causes cause the per share value of the shares of Common Stock underlying the Option to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”).
(b) In the event of a merger, consolidation, reorganization, extraordinary dividend, sale of substantially all of the Company’s assets or other material change in the capital structure of the Company, or a tender offer for shares of Common Stock, or a Change in Control, that in each case is not an “Equity Restructuring,” , the Committee or its designee shall take such action to make such adjustments in the Option or the terms of this Award as the CommitteeCommittee or its designee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Option, Option with a corresponding adjustment in the Exercise Price, substituting a new option to replace the Option, accelerating the termination of the Option Period or terminating the Option in consideration of a cash payment to the Optionee Participant in an amount equal to the excess of the then Fair Market Value of the Option Shares over the aggregate Exercise Price of the Option Shares; provided, however, that no such adjustment shall be inconsistent with the rights of the Participant as provided in these Terms and Conditions. Any determination made by the Committee or its designee pursuant to this Section 5(b6(b) will be final and binding on the OptioneeParticipant. Any action taken by the Committee or its designee need not treat all optionees Participants equally.
(c) The existence of the Plan and the Option granted pursuant to this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section may provide, in the Committee’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise become subject to any Option.
Appears in 3 contracts
Sources: Incentive Stock Option Award (First Security Group Inc/Tn), Non Qualified Stock Option Award (First Security Group Inc/Tn), Incentive Stock Option Award (Dr. Tattoff, Inc.)
Changes in Capitalization. (a) The Except as provided in Subsection (b) below, if the number of shares of Stock shall be increased or decreased by reason of a subdivision or combination of shares of Stock, the payment of an ordinary stock dividend in shares of Stock or any other increase or decrease in the number of shares of Stock outstanding effected without receipt of consideration by the Company, an appropriate adjustment shall be made by the Committee, in a manner determined in its sole discretion, in the number and kind of Option Shares and in the Exercise Price shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Common Stock underlying the Option to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”)Price.
(b) In the event of a merger, consolidation, reorganization, extraordinary dividend, sale of substantially all of the Company’s assets dividend or other material change in the capital corporate structure of the Company, including a Change in Control, or a tender offer for shares of Common Stock, or a Change in Control, that in each case is not the Company shall provide for an “Equity Restructuring,” the Committee shall take such action appropriate adjustment to make such adjustments in the Option or provide for the terms substitution of this Award as the Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Option, with a corresponding adjustment in the Exercise Price, substituting a new option which adjustment or substitution shall be consistent with the event requiring the adjustment or substitution; provided, however, in the event the Company will not be the surviving entity as a result of the event and the surviving entity does not agree to replace the Optionadjustment or substitution, accelerating the termination of Committee may elect to terminate the Option Period or terminating as of the Option date of the Change in Control in consideration of a cash the payment to the Optionee in an amount equal to of the excess sum of the difference between the then Fair Market Value of the Option Shares over Stock and the aggregate Exercise Price for each Option Share as to which the Option has not been exercised as of the Option Shares. Any determination made by date of the Committee pursuant to this Section 5(b) will be final and binding on the Optionee. Any action taken by the Committee need not treat all optionees equallyChange in Control.
(c) The existence of the Plan and the Option granted pursuant to this Award Agreement shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section may provide, in the Committee's discretion, for the elimination without payment therefor of any fractional shares that might otherwise become subject to any Option.
Appears in 3 contracts
Sources: Non Qualified Stock Option Award (Verilink Corp), Non Qualified Stock Option Award (Verilink Corp), Non Qualified Stock Option Award (Verilink Corp)
Changes in Capitalization. (a) The If at any time there shall be an increase or decrease in the number of issued an outstanding shares of Common Stock of the Company, through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of shares of Common Stock, then appropriate proportional adjustment shall be made in the number of Option Shares and the Exercise Price shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Common Stock underlying (and, with respect to the Option Shares, the Option Exercise Price) subject to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”)this Option still outstanding.
(b) In the event of a merger, consolidation, extraordinary dividend, sale of substantially all consolidation or other reorganization of the Company’s assets or other material change in the capital structure of the Company, or a tender offer for shares of Common Stock, or a Change in Control, that in each case is not an “Equity Restructuring,” the Committee shall take such action to make such adjustments in the Option or Company under the terms of which the Company is not the surviving corporation, but the surviving corporation elects to assume this Award as Option, the CommitteeGrantee shall be entitled to receive, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting upon the number and class exercise of securities subject to the Option, with a corresponding adjustment in respect to each Option Share:
(i) the Exercise Price, substituting a new option to replace the Option, accelerating the termination number of shares of stock of the Option Period surviving corporation (or terminating equity interest in any other entity); and (ii) any other notes, evidences of indebtedness or other property, that the Grantee would have received in connection with such merger, consolidation or other reorganization had he exercised the Option in consideration of a cash payment immediately prior to the Optionee in an amount equal to the excess of the then Fair Market Value of the Option Shares over the aggregate Exercise Price of the Option Shares. Any determination made by the Committee pursuant to this Section 5(b) will be final and binding on the Optionee. Any action taken by the Committee need not treat all optionees equallysuch merger, consolidation or other reorganization.
(c) The Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class or securities convertible into shares of capital stock of any class, either in connection with 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 number of Option Shares then outstanding or the Option Exercise Price.
(d) Without limiting the generality of the foregoing, the existence of the Plan and outstanding Options under this Award Agreement shall not affect in any way manner the right or power of the Company to make make, authorize or authorize consummate: (i) any adjustmentor all adjustments, reclassificationrecapitalizations, reorganization reorganizations or other change changes in the Company's capital structure or its capital or business structure, business; (ii) any merger or consolidation of the Company, ; (iii) any issue issuance by the Company of debt securities or equity securities having preferences or priorities as preferred stock that would rank above the Option Shares subject to the Common Stock or the rights thereof, outstanding Options; (iv) the dissolution or liquidation of the Company; (v) any sale, any sale transfer or transfer assignment of all or any part of its the assets or business of the Company; or assets, or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.
Appears in 3 contracts
Sources: Non Qualified Stock Option Agreement (Harrys Farmers Market Inc), Non Qualified Stock Option Agreement (Harrys Farmers Market Inc), Non Qualified Stock Option Agreement (Harrys Farmers Market Inc)
Changes in Capitalization. (a) The If the number of shares of Common Stock shall be increased or decreased by reason of a subdivision or combination of shares of Common Stock, the payment of a stock dividend in shares of Common Stock or any other increase or decrease in the number of shares of Common Stock outstanding effected without receipt of consideration by the Company, an appropriate adjustment shall be made by the Company, in a manner determined in its sole discretion, in the number and kind of Option Shares and in the Exercise Price shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Common Stock underlying the Option to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”)Price.
(b) In the event of a merger, consolidation, extraordinary dividend, sale of substantially all of the Company’s assets Change in Control or other material change in corporate transaction pursuant to which the capital structure of the Company, or a tender offer for shares of Common Stock, or a Change in Control, that in each case Company is not an “Equity Restructuring,” the Committee shall take such action surviving entity and the surviving entity does not agree to make such adjustments in the Option or the terms assumption of this Award as the Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Option, with a corresponding adjustment in the Exercise Price, substituting a new option Company may elect to replace the Option, accelerating the termination of terminate the Option Period or terminating as of the Option effective date of the Change in Control in consideration of a cash the payment to the Optionee in an amount equal to the excess of the sum of the difference between the then aggregate Fair Market Value of the Option Shares over Common Stock and the aggregate Exercise Price for each Option Share which has not been exercised as of the Option Shares. Any determination made by effective date of the Committee pursuant to this Section 5(b) will be final and binding on the Optionee. Any action taken by the Committee need not treat all optionees equallyChange in Control.
(c) The existence of the Plan and Option granted pursuant to this Award Agreement shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section may provide, in the Company's discretion, for the elimination without payment therefor of any fractional shares that might otherwise become subject to any Option.
Appears in 3 contracts
Sources: Non Qualified Stock Option Agreement (Community Capital Bancshares Inc), Non Qualified Stock Option Agreement (Community Capital Bancshares Inc), Non Qualified Stock Option Agreement (Community Capital Bancshares Inc)
Changes in Capitalization. (a) The number of Option Shares and the Exercise Price shall be proportionately adjusted for nonreciprocal transactions between any increase or decrease in the Company and number of issued shares of Stock resulting from a subdivision or combination of shares or the payment of a stock dividend in shares of Stock to holders of capital stock of the Company that causes the per share value of the outstanding shares of Common Stock underlying or any other increase or decrease in the Option to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”)number of shares of Stock outstanding effected without receipt of consideration by the Company.
(b) In the event of a merger, consolidation, extraordinary dividend, spin-off, sale of substantially all of the Company’s 's assets or other material change in the capital structure of the Company, Company or a tender offer for shares of Common Stock, or a Change in ControlControl (each a "Corporate Transaction"), that in each case is not an “Equity Restructuring,” the Committee shall take such action to make such adjustments in the Option or the terms of this Award as the Committee, in its sole discretion, determines in good faith is necessary to reflect the terms of such Corporate Transaction so as to preserve the economic value of the Option determined as of the date of the Corporate Transaction or appropriatethe Committee action, as the case may be, including, without limitation, adjusting the number and class of securities subject to the Option, with a corresponding adjustment made in the Exercise Price, ; substituting a new option to replace the Option, ; or accelerating the termination of the Option Period or Period; or, terminating the Option in consideration of a cash payment to the Optionee in an amount equal to of the excess of the then Fair Market Value of the Option Shares over the aggregate Exercise Price of the Option Shares. In determining economic value, the Committee need not take into account the possibility of future appreciation. Any determination made by the Committee pursuant to this Section 5(b) will be final and binding on the Optionee. Any action taken by the Committee need not treat all optionees equally.
(c) The existence of the Plan and this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding.
Appears in 2 contracts
Sources: Employment Agreement (Omega Healthcare Investors Inc), Employment Agreement (Omega Healthcare Investors Inc)
Changes in Capitalization. (a) The number of Option Shares and the Exercise Price shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Common Stock underlying the Option Stock Award to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”).
(b) In the event of a merger, consolidation, extraordinary dividend, sale of substantially all of the Company’s assets or other material change in the capital structure of the Company, or a tender offer for shares of Common Stock, or a Change in Control, that in each case is not an “Equity Restructuring,” the Committee shall take such action to make such adjustments in the Option Shares or the terms of this the Stock Award as the Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Option, with a corresponding adjustment in the Exercise Price, substituting a new option to replace the OptionAward, accelerating the termination of the Option Period Vesting Schedule or terminating the Option Award in consideration of a cash payment to the Optionee Grantee in an amount equal to the excess of the then Fair Market Value of the Option Shares over the aggregate Exercise Price of the Option Shares. Any determination made by the Committee pursuant to this Section 5(b4(b) will be final and binding on the OptioneeGrantee. Any action taken by the Committee need not treat all optionees Grantees equally.
(c) The existence of the Plan and this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding.
Appears in 2 contracts
Sources: Restricted Stock Award (Richardson Electronics LTD/De), Restricted Stock Award (Richardson Electronics LTD/De)
Changes in Capitalization. (a) 9.1 The number and class of Option Shares and shares subject to the Option, the Exercise Price (but not the total price) and the minimum number of shares as to which the Option may be exercised at any one time shall be proportionately adjusted for nonreciprocal transactions between in the Company and event of any increase or decrease in the holders of capital stock number of the Company that causes the per share value of the issued shares of Common Stock underlying of the Company which results from a split-up or consolidation of shares, payment of a stock dividend or stock dividends exceeding a total of five percent for which the record dates occur in any one fiscal year, a recapitalization (other than the conversion of convertible securities according to their terms), a combination of shares or other like capital adjustment, so that upon exercise of the Option, Optionee shall receive the number and class of shares Optionee would have received had Optionee been the holder of the number of shares of Common Stock for which the Option to changeis being exercised upon the date of such change or increase or decrease in the number of issued shares of the Company.
9.2 Upon a reorganization, such merger or consolidation of the Company with one or more corporations as a stock dividendresult of which the Company is not the surviving corporation or in which the Company survives as a subsidiary of another corporation, stock splita sale of all or substantially all of the property of the Company to another corporation or any dividend or distribution to shareholders of more than ten percent of the Company's assets, spinoffadequate adjustment or other provisions shall be made by the Company or other party to such transaction so that there shall remain and/or be substituted for the Option Shares provided for herein, rights offeringthe shares, securities or recapitalization through a largeassets which would have been issuable or payable in respect of or in exchange for the Option Shares then remaining under the Option, nonrecurring cash dividend (each, an “Equity Restructuring”)as if Optionee had been the owner of such shares as of the applicable date. Any securities so substituted shall be subject to similar successive adjustments.
9.3 If a change of control ("Change in Control") of the Company occurs while the Option is outstanding, the Option shall immediately become and shall thereafter be exercisable in full. A Change in Control of the Company shall be deemed to have occurred (a) on the date the Company first has actual knowledge that any person (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) has become the beneficial owner (as defined in Rule 13(d)-3 under the Exchange Act), directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company's then outstanding securities or (b) In on the event date the shareholders of the Company approve (i) a mergermerger of the Company with or into any other corporation in which the Company is not the surviving corporation or in which the Company survives as a subsidiary of another corporation, consolidation(ii) a consolidation of the Company with any other corporation, extraordinary dividend, or (iii) the sale or disposition of all or substantially all of the Company’s 's assets or other material change in the capital structure a plan of the Company, or a tender offer for shares of Common Stock, or a Change in Control, that in each case is not an “Equity Restructuring,” the Committee shall take such action to make such adjustments in the Option or the terms of this Award as the Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Option, with a corresponding adjustment in the Exercise Price, substituting a new option to replace the Option, accelerating the termination of the Option Period or terminating the Option in consideration of a cash payment to the Optionee in an amount equal to the excess of the then Fair Market Value of the Option Shares over the aggregate Exercise Price of the Option Shares. Any determination made by the Committee pursuant to this Section 5(b) will be final and binding on the Optionee. Any action taken by the Committee need not treat all optionees equallycomplete liquidation.
(c) The existence of the Plan and this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding.
Appears in 2 contracts
Sources: Stock Option Agreement (Oroamerica Inc), Stock Option Agreement (Oroamerica Inc)
Changes in Capitalization. (a) The number grant of an Option Shares and the Exercise Price shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Common Stock underlying the Option to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”).
(b) In the event of a merger, consolidation, extraordinary dividend, sale of substantially all of the Company’s assets or other material change in the capital structure of the Company, or a tender offer for shares of Common Stock, or a Change in Control, that in each case is not an “Equity Restructuring,” the Committee shall take such action to make such adjustments in the Option or the terms of this Award as the Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Option, with a corresponding adjustment in the Exercise Price, substituting a new option to replace the Option, accelerating the termination of the Option Period or terminating the Option in consideration of a cash payment to the Optionee in an amount equal to the excess of the then Fair Market Value of the Option Shares over the aggregate Exercise Price of the Option Shares. Any determination made by the Committee pursuant to this Section 5(b) will be final and binding on the Optionee. Any action taken by the Committee need not treat all optionees equally.
(c) The existence of the Plan and this Award Agreement shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or authorize any adjustment, reclassification, reorganization or other change in changes of its capital or business structurestructure or to merge or to consolidate or to dissolve, any merger liquidate or consolidation of the Companysell, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets.
(b) If, while this Option is outstanding, the outstanding Shares have increased, decreased, changed into, or been exchanged for a different number or kind of shares or securities of the Company through reorganization, merger, recapitalization, reclassification, stock split, reverse stock split, stock dividend, or similar transaction, appropriate and proportionate adjustments shall be made by the Committee to the number and/or kind of Shares which are subject to purchase under this Option and for the Option exercise price or prices applicable to this Option. Such adjustments will be made so that the same proportion of the Company's issued and outstanding Shares in each instance shall remain subject to purchase at the same aggregate exercise price.
(c) In the event of a change in the Shares of the Company as presently constituted, which is limited to a change of all its authorized shares with par value into the same number of shares with a different par value or without par value, the Shares resulting from any other corporate act such change shall be deemed to be Shares within the meaning of this Agreement.
(d) In the event of a merger, consolidation, or proceedingacquisition of substantially all of the Company's Shares or assets, the Committee may take such actions with respect to outstanding Options as the Committee deems appropriate.
(e) If any fractional share would result from any such adjustment under this Section 7, the Company shall not issue such fractional share, but shall round any portion of a share equal to .500 or greater up, and any portion of a share equal to less than .500 down, in each case to the nearest whole number.
Appears in 2 contracts
Sources: Option Agreement (Ipg Photonics Corp), Option Agreement (Ipg Photonics Corp)
Changes in Capitalization. (a) The number of Option Shares and the Exercise Price shall be proportionately adjusted for nonreciprocal transactions between the Company and Subject to any action required under Applicable Laws by the holders of capital stock of the Company that causes Company, (i) the numbers and class of Shares or other stock or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the exercise price per share value Share of each such outstanding Option, and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, shall be automatically proportionately adjusted in the shares event of Common Stock underlying the Option to changea stock split, such as a reverse stock split, stock dividend, stock splitcombination, spinoffconsolidation, rights offering, reclassification of the Shares or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”).
(b) subdivision of the Shares. In the event of a merger, consolidation, extraordinary dividend, sale of substantially all of the Company’s assets any increase or other material change decrease in the capital structure number of issued Shares effected without receipt of consideration by the Company, a declaration of an extraordinary dividend with respect to the Shares payable in a form other than Shares in an amount that has a material effect on the Fair Market Value, a recapitalization (including a recapitalization through a large nonrecurring cash dividend), a rights offering, a reorganization, merger, a spin-off, split-up, change in corporate structure or a tender offer for shares of Common Stocksimilar occurrence, or a Change in Control, that in each case is not an “Equity Restructuring,” the Committee Administrator shall take such action to make such adjustments in the Option or the terms of this Award as the Committeeappropriate adjustments, in its sole discretion, determines in good faith is necessary one or appropriate, including, without limitation, adjusting more of (i) the number numbers and class of Shares or other stock or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the exercise price per Share of each outstanding Option and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, and any such adjustment by the Administrator shall be made in the Administrator’s sole and absolute discretion and shall be final, binding and conclusive. Except as expressly provided herein, no issuance 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 the Optionan Award. If, with a corresponding adjustment in the Exercise Price, substituting a new option to replace the Option, accelerating the termination of the Option Period or terminating the Option in consideration by reason of a cash payment to the Optionee transaction described in this Section 10(a) or an amount equal to the excess of the then Fair Market Value of the Option Shares over the aggregate Exercise Price of the Option Shares. Any determination made by the Committee adjustment pursuant to this Section 5(b) will 10(a), a Participant’s Award agreement or agreement related to any Optioned Stock or Restricted Stock covers additional or different shares of stock or securities, then such additional or different shares, and the Award agreement or agreement related to the Optioned Stock or Restricted Stock in respect thereof, shall be final and binding on the Optionee. Any action taken by the Committee need not treat subject to all optionees equally.
(c) The existence of the Plan terms, conditions and this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as restrictions which were applicable to the Common Award, Optioned Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceedingand Restricted Stock prior to such adjustment.
Appears in 2 contracts
Sources: Stock Option Plan, Stock Plan
Changes in Capitalization. (a) The number of Option Shares and the Exercise Price shall be proportionately adjusted for any nonreciprocal transactions transaction between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Common Stock underlying the Option to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”)dividend.
(b) In the event of a merger, consolidation, extraordinary dividend, sale of substantially all of the Company’s assets or other material change in the capital structure of the Company, or a tender offer for shares of Common Stock, or a Change in Control, that in each case is not an “Equity Restructuring,” the Committee shall take such action to make such adjustments in the Option or the terms of this Award as the Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Option, with a corresponding adjustment in the Exercise Price, substituting a new option to replace the Option, accelerating the termination of the Option Period Period, removing any restrictions, or terminating the Option in consideration of a cash payment to the Optionee Participant in an amount equal to the excess of the then Fair Market Value of the Option Shares over the aggregate Exercise Price of the Option Shares. Any determination made by the Committee pursuant to this Section 5(b6(b) will be final and binding on the OptioneeParticipant. Any action taken by the Committee need not treat all optionees participants equally.
(c) The existence of the Plan and the Option granted pursuant to this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section may provide, in the Committee’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise become subject to any Option.
Appears in 2 contracts
Sources: Nonqualified Stock Option Award (CCF Holding Co), Nonqualified Stock Option Award (CCF Holding Co)
Changes in Capitalization. (a) The If the Company shall at any time increase or decrease the number of Option Shares outstanding shares of Common Stock or change in any way the rights and the Exercise Price shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders privileges of capital stock such shares by means of the Company payment of a stock dividend or any other distribution upon such shares payable in Common Stock, or through a stock split, subdivision, consolidation, combination, reclassification or recapitalization involving the Common Stock, then the relation to the Common Stock that causes is affected by one or more of the per share value above events, the numbers, rights and privileges of the shares of Common Stock underlying subject to the Option to changeshall be increased, decreased or changed in like manner as if they had been issued and outstanding, fully paid and nonassessable at the time of such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”).
(b) In occurrence. If the event of Company shall effect a merger, consolidation, extraordinary dividend, sale of substantially all of the Company’s assets or other material change in reorganization pursuant to which the capital structure of the Company, or a tender offer for outstanding shares of Common StockStock shall be exchanged for cash or other property (including other shares or securities of the Company or of another corporation which is a party (or an affiliate of such property) to such merger, consolidation, or a Change other reorganization), the Company shall use its best efforts to provide in Controlany agreement or plan which it enters into or adopts to effect any such merger, consolidation or other reorganization that the Employee shall have the right to purchase, at the aggregate exercise price provided for in the Agreement and on the same terms and conditions, the kind and number of shares or other securities of the Company or such other corporation (or right to receive cash) which would have been issuable to Employee in respect of the number of shares of Common Stock which were subject to such Option immediately prior to the effective date of such merger, ▇▇▇▇▇▇▇- dation or other reorganization if such shares had been then owned by Employee (including shares which relate to an Option not yet exercisable), provided, however, that in each case is the event such agreement or plan does not an “Equity Restructuring,” grant the Committee shall take Employee such action right within 10 days preceding the effective date of such merger, ▇▇▇▇▇▇▇- dation, or other reorganization, all Options then exercisable will continue to make such adjustments be exercisable at the exercise prices set forth in the Option or Agreement and all Options not yet exercisable shall become immediately exercisable at the terms of this Award as the Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Option, with a corresponding adjustment exercise price set forth in the Exercise Price, substituting a new option to replace the Option, accelerating the termination of the Option Period or terminating the Option in consideration of a cash payment to the Optionee in an amount equal to the excess of the then Fair Market Value of the Option Shares over the aggregate Exercise Price of the Option Shares. Any determination made by the Committee pursuant to this Section 5(b) will be final and binding on the Optionee. Any action taken by the Committee need not treat all optionees equallyAgreement.
(c) The existence of the Plan and this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding.
Appears in 1 contract
Changes in Capitalization. (a) 9.1 The number and class of Option Shares and shares subject to the Option, the Exercise Price (but not the total price) and the minimum number of shares as to which the Option may be exercised at any one time shall be proportionately adjusted for nonreciprocal transactions between in the Company and event of any increase or decrease in the holders of capital stock number of the Company that causes the per share value of the issued shares of Common Stock underlying of the Option to changeCompany which results from a split-up or consolidation of shares, such as payment of a stock dividenddividend or stock dividends, stock splita recapitalization (other than the conversion of convertible securities according to their terms), spinoffa combination of shares or other like capital adjustment, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”).
(b) In the event of a merger, consolidation, extraordinary dividend, sale of substantially all so that upon exercise of the Company’s assets or other material change in the capital structure of the CompanyOption, or a tender offer for shares of Common Stock, or a Change in Control, that in each case is not an “Equity Restructuring,” the Committee Optionee shall take such action to make such adjustments in the Option or the terms of this Award as the Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting receive the number and class of securities subject to shares Optionee would have received had Optionee been the Option, with a corresponding adjustment holder of the number of shares of Common Stock for which the Option is being exercised upon the date of such change or increase or decrease in the Exercise Price, substituting a new option to replace the Option, accelerating the termination number of issued shares of the Option Period or terminating the Option in consideration of a cash payment to the Optionee in an amount equal to the excess of the then Fair Market Value of the Option Shares over the aggregate Exercise Price of the Option Shares. Any determination made by the Committee pursuant to this Section 5(b) will be final and binding on the Optionee. Any action taken by the Committee need not treat all optionees equallyCompany.
(c) The existence of the Plan and this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment9.2 Upon a reorganization, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the CompanyCompany with one or more corporations as a result of which the Company is not the surviving corporation or in which the Company survives as a subsidiary of another corporation, a sale of all or substantially all of the property of the Company to another corporation or any issue dividend or distribution to shareholders of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation more than ten percent of the Company, any sale or transfer of all or any part of its business or 's assets, adequate adjustment or other provisions shall be made by the Company or other party to such transaction so that there shall remain and/or be substituted for the Option Shares provided for herein, the shares, securities or assets which would have been issuable or payable in respect of or in exchange for the Option Shares then remaining under the Option, as if Optionee had been the owner of such shares as of the applicable date. Any securities so substituted shall be subject to similar successive adjustments.
9.3 If a change of control ("Change in Control") of the Company occurs while the Option is outstanding, the Option shall immediately become and shall thereafter be exercisable in full. A Change in Control of the Company shall be deemed to have occurred (a) on the date the Company first has actual knowledge that any other corporate act person (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) has become the beneficial owner (as defined in Rule 13(d)-3 under the Exchange Act), directly or proceeding.indirectly, of securities of the Company representing forty percent
Appears in 1 contract
Changes in Capitalization. (a) The number of Option Shares and Subject to any required action by the Exercise Price shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Common Stock underlying the Option to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”).
(b) In the event of a merger, consolidation, extraordinary dividend, sale of substantially all of the Company’s assets or other material change in the capital structure shareholders of the Company, the Share Limit and the Service Provider Sub-Limit, the number of Shares which are the subject of each outstanding Award (or each outstanding Restricted Share Unit, Option or Share Appreciation Right if it covers more than one Share) (including Awarded Shares), the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan upon expiration and lapse of an Award (including Returned Shares), and the number of Shares subject to grant as Incentive Stock Options, as well as the price per Share covered by each such outstanding Award and the number of Shares in the Shares Pool, may be proportionally and equitably adjusted for any increase or decrease in the number of issued Shares resulting from a tender offer for shares of Common StockCorporate Action, or a Change in Control, that in each case is not an “Equity Restructuring,” the Committee shall take such action to make such adjustments may be adjusted for any other increase or decrease in the Option or number of issued Shares effected without consideration by the terms of this Award Company. Such adjustment shall comply with, among other things, the Hong Kong Listing Rules for so long as the Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Option, with a corresponding adjustment in the Exercise Price, substituting a new option to replace the Option, accelerating the termination of the Option Period or terminating the Option in consideration of a cash payment to the Optionee in an amount equal to the excess of the then Fair Market Value of the Option Shares over the aggregate Exercise Price of the Option Shares. Any determination made by the Committee pursuant to this Section 5(b) will be final and binding Company remains listed on the OptioneeHKSE as a primary issuer. Any action taken by the Committee need not treat all optionees equally.
(c) The existence conversion of the Plan and this Award shall not affect in any way the right or power convertible securities of the Company shall not be deemed to make have been “effected without receipt of consideration”. The manner in which such adjustments under this Section 13(a) are to be accomplished shall be determined by the Board whose determination shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of any class, or authorize securities convertible into shares of any adjustmentclass, reclassificationshall affect, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereofand no adjustment by reason thereof shall be made with respect to, the dissolution number or liquidation price of Shares subject to an Award. For the Companyavoidance of doubt, in the case of any sale extraordinary cash dividend and distribution in specie, the Board may make an equitable or transfer proportionate adjustment to outstanding Awards to reflect the effect of all or any part of its business or assets, or any other corporate act or proceedingsuch extraordinary cash dividend.
Appears in 1 contract
Sources: Announcement
Changes in Capitalization. (a) 9.1 The number and class of Option Shares and shares subject to the Option, the Exercise Price (but not the total price) and the minimum number of shares as to which the Option may be exercised at any one time shall be proportionately adjusted for nonreciprocal transactions between in the Company and the holders event of capital stock any Capital Adjustment, so that upon exercise of the Company that causes Option, Optionee shall receive the per share value number and class of shares Optionee would have received had Optionee been the holder of the number of shares of Common Stock underlying for which the Option to changeis being exercised upon the date of such Capital Adjustment.
9.2 Upon a reorganization, such merger or consolidation of the Company with one or more corporations as a stock dividendresult of which the Company is not the surviving corporation or in which the Company survives as a subsidiary of another corporation, stock splita sale of all or substantially all of the property of the Company to another corporation or any dividend or distribution to stockholders of more than ten percent of the Company’s assets, spinoffadequate adjustment or other provisions shall be made by the Company or other party to such transaction so that there shall remain and/or be substituted for the Option Shares provided for herein, rights offeringthe shares, securities or recapitalization through a largeassets which would have been issuable or payable in respect of or in exchange for the Option Shares then remaining under the Option, nonrecurring cash dividend (each, an “Equity Restructuring”)as if Optionee had been the owner of such shares as of the applicable date. Any securities so substituted shall be subject to similar successive adjustments.
9.3 If a change of control (“Change in Control”) of the Company occurs while the Option is outstanding, the Option shall immediately become and shall thereafter be exercisable in full until the expiration at the end of the term or until earlier terminated in accordance with paragraphs 5 or 10. A Change in Control of the Company shall be deemed to have occurred (a) on the date the Company first has actual knowledge that any person (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act or any amendment or replacement of such sections) has become the beneficial owner (as defined in Rule 13(d)-3 under the Exchange Act or any amendment or replacement of such Rule), directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company’s then outstanding securities or (b) In on the event date the stockholders of the Company approve (i) a mergermerger of the Company with or into any other corporation in which the Company is not the surviving corporation or in which the Company survives as a subsidiary of another corporation, consolidation(ii) a consolidation of the Company with any other corporation, extraordinary dividend, or (iii) the sale or disposition of all or substantially all of the Company’s assets or other material change in the capital structure a plan of the Company, or a tender offer for shares of Common Stock, or a Change in Control, that in each case is not an “Equity Restructuring,” the Committee shall take such action to make such adjustments in the Option or the terms of this Award as the Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Option, with a corresponding adjustment in the Exercise Price, substituting a new option to replace the Option, accelerating the termination of the Option Period or terminating the Option in consideration of a cash payment to the Optionee in an amount equal to the excess of the then Fair Market Value of the Option Shares over the aggregate Exercise Price of the Option Shares. Any determination made by the Committee pursuant to this Section 5(b) will be final and binding on the Optionee. Any action taken by the Committee need not treat all optionees equallycomplete liquidation.
(c) The existence of the Plan and this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding.
Appears in 1 contract
Sources: Non Employee Director Stock Option Agreement (Newpark Resources Inc)
Changes in Capitalization. (a) The number of Option Shares and the Exercise Price shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of capital stock of the Company that causes cause the per share value of the shares of Common Stock underlying the Option to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”).
(b) In the event of a merger, consolidation, reorganization, extraordinary dividend, sale of substantially all of the Company’s assets or other material change in the capital structure of the Company, or a tender offer for shares of Common Stock, or a Change in Control, that in each case is not an “Equity Restructuring,” , the Committee or its designee shall take such action to make such adjustments in the Option or the terms of this Award as the CommitteeCommittee or its designee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Option, Option with a corresponding adjustment in the Exercise Price, substituting a new option to replace the Option, accelerating the termination of the Option Period or terminating the Option in consideration of a cash payment to the Optionee Participant in an amount equal to the excess of the then Fair Market Value of the Option Shares over the aggregate aggregate, the Exercise Price of the Option Shares; provided, however, that no such adjustment shall be inconsistent with the rights of the Participant as provided in these Terms and Conditions. Any determination made by the Committee or its designee pursuant to this Section 5(b6(b) will be final and binding on the OptioneeParticipant. Any action taken by the Committee or its designee need not treat all optionees Participants equally.
(c) The existence of the Plan and the Option granted pursuant to this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section may provide, in the Committee’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise become subject to any Option.
Appears in 1 contract
Sources: Incentive Stock Option Award (Global Aviation Holdings Inc.)
Changes in Capitalization. (a) The number of Option Shares and Subject to any required action by the Exercise Price shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Common Stock underlying the Option to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”).
(b) In the event of a merger, consolidation, extraordinary dividend, sale of substantially all of the Company’s assets or other material change in the capital structure shareholders of the Company, the number of Shares which are the subject of each outstanding Award (or each outstanding Restricted Share Unit, Option or Share Appreciation Right if it covers more than one Share) (including Awarded Shares), the number of Shares which have been authorized to be subject to Awards under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan upon expiration and lapse of an Award (including Returned Shares), as well as the price per Share covered by each such outstanding Award and the number of Shares in the Shares Pool, may be proportionally and equitably adjusted for any increase or decrease in the number of issued Shares resulting from a tender offer for shares of Common StockCorporate Action, or a Change in Control, that in each case is not an “Equity Restructuring,” the Committee shall take such action to make such adjustments may be adjusted for any other increase or decrease in the Option or the terms number of this Award as the Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, issued Shares effected without limitation, adjusting the number and class of securities subject to the Option, with a corresponding adjustment in the Exercise Price, substituting a new option to replace the Option, accelerating the termination of the Option Period or terminating the Option in consideration of a cash payment to the Optionee in an amount equal to the excess of the then Fair Market Value of the Option Shares over the aggregate Exercise Price of the Option Shares. Any determination made by the Committee pursuant to this Section 5(b) will be final and binding on the OptioneeCompany. Any action taken by the Committee need not treat all optionees equally.
(c) The existence conversion of the Plan and this Award shall not affect in any way the right or power convertible securities of the Company shall not be deemed to make have been “effected without receipt of consideration.” The manner in which such adjustments under this Section 13(a) are to be accomplished shall be determined by the Board whose determination shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of any class, or authorize securities convertible into shares of any adjustmentclass, reclassificationshall affect, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereofand no adjustment by reason thereof shall be made with respect to, the dissolution number or liquidation price of Shares subject to an Award. For the Companyavoidance of doubt, in the case of any sale extraordinary cash dividend and distribution in specie, the Board may make an equitable or transfer proportionate adjustment to outstanding Awards to reflect the effect of all or any part of its business or assets, or any other corporate act or proceedingsuch extraordinary cash dividend.
Appears in 1 contract
Sources: Announcement
Changes in Capitalization. (a) The If the number of shares of Common Stock shall be increased or decreased by reason of a subdivision or combination of shares of Common Stock, the payment of a stock dividend in shares of Common Stock or any other increase or decrease in the number of shares of Common Stock outstanding effected without receipt of consideration by the Company, an appropriate adjustment shall be made by the Company, in a manner determined in its sole discretion, in the number and kind of Option Shares and in the Exercise Price shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Common Stock underlying the Option to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”)Price.
(b) In If the event of a Company shall be the surviving corporation in any merger, consolidation, reorganization, extraordinary dividend, sale of substantially all of the Company’s assets spin-off or other material change in the capital corporate structure of the Company, Company or a the Common Stock or tender offer for shares of Common Stock, the Optionee shall be entitled to purchase or a Change in Control, that in each case is not an “Equity Restructuring,” the Committee shall take such action to make such adjustments in the Option or the terms of this Award as the Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting receive the number and class of securities to which a holder of the number of shares of Common Stock subject to the OptionOption at the time of such transaction would have been entitled to receive as a result of such transaction, with and a corresponding adjustment shall be made in the Exercise Price. In the event of a sale of substantially all of the Common Stock or property of the Company or the merger or consolidation or other reorganization in which the Company is not the surviving entity, substituting the Company shall provide for the assumption of the Option or the substitution of a new option; in either instance, the assumed Option or the substituted option shall be adjusted in the manner contemplated by the immediately preceding sentence; however, if the surviving entity does not agree to replace the assumption or substitution of the Option, accelerating the termination of Company may elect to terminate the Option Period or terminating as of the Option effective date of such transaction in consideration of a cash the payment to the Optionee in an amount equal to the excess of the sum of the difference between the then aggregate Fair Market Value of the Option Shares over and the aggregate Exercise Price for each vested Option Share which has not been exercised as of the effective date of such transaction. A dissolution or liquidation of the Company shall cause the Option Shares. Any determination made by to terminate as to any portion thereof not exercised as of the Committee pursuant to this Section 5(b) will be final and binding on effective date of the Optionee. Any action taken by the Committee need not treat all optionees equallydissolution or liquidation.
(c) The existence of the Plan and Option granted pursuant to this Award Agreement shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section may provide, in the Company’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise become subject to any Option.
Appears in 1 contract
Sources: Nonqualified Stock Option Agreement (First Reliance Bancshares Inc)
Changes in Capitalization. (a) The number of Option Shares and the Exercise Price shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of capital stock of the Company that causes cause the per share value of the shares of Common Stock underlying the Option to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”).
(b) In the event of a merger, consolidation, reorganization, extraordinary dividend, sale of substantially all of the Company’s assets or other material change in the capital structure of the Company, or a tender offer for shares of Common Stock, or a Change in Control, that in each case is not an “Equity Restructuring,” , the Committee or its designee shall take such action to make such adjustments in the Option or the terms of this Award as the CommitteeCommittee or its designee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Option, Option with a corresponding adjustment in the Exercise Price, substituting a new option to replace the Option, accelerating the termination of the Option Period or terminating the Option in consideration of a cash payment to the Optionee Participant in an amount equal to the excess of the then Fair Market Value of the Option Shares over the aggregate Exercise Price of the Option Shares; provided, however, that no such adjustment shall be inconsistent with the rights of the Participant as provided in these Terms and Conditions. Any determination made by the Committee or its designee pursuant to this Section 5(b) will be final and binding on the OptioneeParticipant. Any action taken by the Committee or its designee need not treat all optionees Participants equally.
(c) The existence of the Plan and the Option granted pursuant to this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section may provide, in the Committee’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise become subject to any Option.
Appears in 1 contract
Sources: Nonqualified Stock Option Award (Global Aviation Holdings Inc.)
Changes in Capitalization. (a) The number of Option Shares and the Exercise Price shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Common Stock underlying the Option to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”).
(b) In the event of a merger, consolidation, extraordinary dividend, sale of substantially all of the Company’s assets or other material change in the capital structure of the Company, or a tender offer for shares of Common Stock, or a Change in Control, that in each case is not an “Equity Restructuring,” the Committee shall take such action to make such adjustments in the Option or the terms existence of this Award as the Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Option, with a corresponding adjustment in the Exercise Price, substituting a new option to replace the Option, accelerating the termination of the Option Period or terminating the Option in consideration of a cash payment to the Optionee in an amount equal to the excess of the then Fair Market Value of the Option Shares over the aggregate Exercise Price of the Option Shares. Any determination made by the Committee pursuant to this Section 5(b) will be final and binding on the Optionee. Any action taken by the Committee need not treat all optionees equally.
(c) The existence of the Plan and this Award shall not affect in any way the right or power of the Company or its stockholders to make or authorize any adjustmentor all adjustments, reclassificationrecapitalizations, reorganization reorganizations or other change changes in the Company's capital structure or its capital business, or business structure, any merger or consolidation of the Company, or any issue of debt bonds, debentures, preferred or equity securities having preferences prior preference stocks ranking prior to or priorities as to otherwise affecting the Common Stock or the rights thereofthereof (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 business assets or assetsbusiness, or any other corporate act or proceeding, whether of a similar character or otherwise.
(b) In the event of any liquidation or dissolution of the Company, any reorganization, merger or consolidation pursuant to which the Company is not the surviving or resulting corporation, or of any proposed sale of substantially all of the assets of the Company, there shall be substituted for each share of Common Stock subject to the unexercised portion of the Option that number of shares of each class of stock or other securities or that amount of cash, property or assets that the Optionee would have received on a per share basis had this Option been exercised in full prior to such event. Notwithstanding the foregoing, however, the Board, in its sole discretion, may cancel this Option at least thirty (30) days prior to the effective date of any such liquidation or dissolution of the company, any reorganization, merger or consolidation, or of any such proposed sale of substantially all of the assets of the Company, and give notice to Optionee of its intention to cancel the Option and permit the purchase during the thirty (30) day period following the delivery of such notice of any or all of the shares subject to the Option, including shares as to which such Option would not otherwise be exercisable.
(c) If before the termination hereof, Common Stock is changed into, or exchanged for a different number or kind of shares or securities of the Company through reorganization, merger, recapitalization, reclassification, stock split, stock dividend, or similar transaction, the description of the undelivered Optioned Shares will be deemed modified so that the undelivered Optioned Shares shall be of the same class and character as the holder the Optioned Shares would have been entitled to receive had such undelivered Optioned Shares been delivered and outstanding before the change was effected.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Kitty Hawk Inc)
Changes in Capitalization. (a) The If the number of shares of Common Stock shall be increased or decreased by reason of a subdivision or combination of shares of Common Stock, the payment of a stock dividend in shares of Common Stock or any other increase or decrease in the number of shares of Common Stock outstanding effected without receipt of consideration by the Company, an appropriate adjustment shall be made by the Company, in a manner determined in its sole discretion, in the number and kind of Option Shares and in the Exercise Price shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Common Stock underlying the Option to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”)Price.
(b) In If the event of a Company shall be the surviving corporation in any merger, consolidation, reorganization, extraordinary dividend, sale of substantially all of the Company’s assets spin-off, or other material change in the capital structure of the Company, Company or a tender offer for shares of its Common Stock, or a Change in Control, that in each case is not an “Equity Restructuring,” the Committee Optionee shall take such action be entitled to make such adjustments in the Option or the terms of this Award as the Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting purchase the number and class of securities to which a holder of the number of shares of Common Stock subject to the OptionOption at the time of the transaction would have been entitled to receive as a result of such transaction, with and a corresponding adjustment adjustment, where appropriate, shall be made in the Exercise Price. In the event of a Change in Control or other corporate transaction pursuant to which the Company is not the surviving entity, substituting the Company may provide for the assumption of the Option by the surviving entity or the substitution of a new option option, adjusted in a manner similar to replace that contemplated by the immediately preceding sentence; however, if the surviving entity does not agree to the assumption or substitution of the Option, accelerating the termination of Company may elect to terminate the Option Period or terminating as of the Option effective date of the Change in Control in consideration of a cash the payment to the Optionee in an amount equal to of the excess sum of the difference between the then Fair Market Value of the Option Shares over Common Stock and the aggregate Exercise Price for each vested Option Share which has not been exercised as of the effective date of the Change in Control. A dissolution or liquidation of the Company shall cause the Option Shares. Any determination made by to terminate as to any portion thereof not exercised as of the Committee pursuant to this Section 5(b) will be final and binding on effective date of the Optionee. Any action taken by the Committee need not treat all optionees equallydissolution or liquidation.
(c) The existence of the Plan and the Option granted pursuant to this Award Agreement shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section may provide, in the Company’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise become subject to any Option.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Freedom Bancshares Inc)
Changes in Capitalization. (a) The If the number of Option Shares and the Exercise Price shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Common Stock underlying the Option to change, such as a stock dividend, stock split, spinoff, rights offering, shall be increased or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”).
(b) In the event decreased by reason of a merger, consolidation, extraordinary dividend, sale subdivision or combination of substantially all of the Company’s assets or other material change in the capital structure of the Company, or a tender offer for shares of Common Stock, the payment of a stock <PAGE> dividend in shares of Common Stock or a Change in Control, that in each case is not an “Equity Restructuring,” the Committee shall take such action to make such adjustments any other increase or decrease in the Option or number of shares of Common Stock outstanding effected without receipt of consideration by the terms of this Award as Bank, an appropriate adjustment shall be made by the Committee, in a manner determined in its sole discretion, determines in good faith is necessary the number and kind of Option Shares and in the Exercise Price. If the Bank shall be the surviving corporation in any merger or appropriateconsolidation, includingrecapitalization, without limitationreclassification of shares or similar reorganization, adjusting the Optionee shall be entitled to purchase the number and class of securities to which a holder of the number of shares of Common Stock subject to the OptionOption at the time of the transaction would have been entitled to receive as a result of such transaction, with and a corresponding adjustment adjustment, where appropriate, shall be made in the Exercise Price. In the event of a Change in Control or other corporate transaction pursuant to which the Bank is not the surviving entity, substituting the Committee may provide for the substitution of a new option in the similar manner as contemplated by the immediately preceding sentence; however, if the surviving entity does not agree to replace the substitution of the Option, accelerating the termination of Committee may elect to terminate the Option Period or terminating as of the Option effective date of the Change in Control in consideration of a cash the payment to the Optionee in an amount equal to the excess of the sum of the difference between the then aggregate Fair Market Value of the Option Shares over Common Stock and the aggregate Exercise Price for each vested Option Share which has not been exercised as of the effective date of the Change in Control. A dissolution or liquidation of the Bank shall cause the Option Sharesto terminate as to any portion thereof not exercised as of the effective date of the dissolution or liquidation. Any determination made by the Committee pursuant to this Section 5(b) will be final and binding on the Optionee. Any action taken by the Committee need not treat all optionees equally.
(c) The existence of the Plan and the Option granted pursuant to this Award Agreement shall not affect in any way the right or power of the Company Bank to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the CompanyBank, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the CompanyBank, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section may provide, in the Committee's discretion, for the elimination without payment therefor of any fractional shares that might otherwise become subject to any Option.
Appears in 1 contract
Sources: Option Assumption Agreement (Alliance Bancshares Inc)
Changes in Capitalization. (a) The number of Option Shares and the Exercise Price shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of capital stock of the Company that causes cause the per share value of the shares of Common Stock underlying the Option to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”).
(b) In the event of a merger, consolidation, reorganization, extraordinary dividend, sale of substantially all of the Company’s assets or other material change in the capital structure of the Company, or a tender offer for shares of Common Stock, or a Change in Control, that in each case is not an “Equity Restructuring,” , the Committee or its designee shall take such action to make such adjustments in the Option or the terms of this Award as the CommitteeCommittee or its designee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Option, Option with a corresponding adjustment in the each Exercise Price, substituting a new option to replace the Option, accelerating the termination of the Option Period or terminating the Option in consideration of a cash payment to the Optionee Participant in an amount equal to the excess of the then Fair Market Value of the Option Shares over the aggregate Exercise Price of the Option Shares; provided, however, that no such adjustment shall be inconsistent with the rights of the Participant as provided in these Terms and Conditions. Any determination made by the Committee or its designee pursuant to this Section 5(b6(b) will be final and binding on the OptioneeParticipant. Any action taken by the Committee or its designee need not treat all optionees Participants equally.
(c) The existence of the Plan and the Option granted pursuant to this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section may provide, in the Committee’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise become subject to any Option.
Appears in 1 contract
Sources: Nonqualified Stock Option Award (Dr. Tattoff, Inc.)
Changes in Capitalization. (a) The number of Option Shares and the Exercise Price shall be proportionately adjusted for any nonreciprocal transactions transaction between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Common Stock underlying the Option to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”)dividend.
(b) In the event of a merger, consolidation, extraordinary dividend, sale of substantially all of the Company’s assets or other material change in the capital structure of the Company, or a tender offer for shares of Common Stock, or a Change in Control, that in each case is not an “Equity Restructuring,” the Committee shall take such action to make such adjustments in the Option or the terms of this Award as the Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Option, with a corresponding adjustment in the Exercise Price, substituting a new option to replace the Option, accelerating the termination of the Option Period Period, removing any restrictions, or terminating the Option in consideration of a cash payment to the Optionee Participant in an amount equal to the excess of the then Fair Market Value of the Option Shares over the aggregate Exercise Price of the Option Shares. Any determination made by the Committee pursuant to this Section 5(b7(b) will be final and binding on the OptioneeParticipant. Any action taken by the Committee need not treat all optionees participants equally.
(c) The existence of the Plan and the Option granted pursuant to this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section may provide, in the Committee’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise become subject to any Option.
Appears in 1 contract
Changes in Capitalization. (a) The Except as provided in Subsection (b) below, if the number of shares of Stock shall be increased or decreased by reason of a subdivision or combination of shares of Stock, the payment of an ordinary stock dividend in shares of Stock or any other increase or decrease in the number of shares of Stock outstanding effected without receipt of consideration by the Company, an appropriate adjustment shall be made by the Committee, in a manner determined in its sole discretion, in the number and kind of Option Shares and in the Exercise Price shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Common Stock underlying the Option to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”)Price.
(b) In the event of a merger, consolidation, reorganization, extraordinary dividend, sale of substantially all of the Company’s assets dividend or other material change in the capital corporate structure of the Company, including a Change in Control (as defined in Section 19 below), or a tender offer for shares of Common Stock, or a Change in Controlthe Company shall provide for an appropriate, that in each case is not an “Equity Restructuring,” the Committee shall take such action proportionate adjustment to make such adjustments in the Option or provide for the terms substitution of this Award as the Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Option, with a corresponding adjustment in the Exercise Price, substituting a new option which adjustment or substitution shall be consistent with the event requiring the adjustment or substitution; provided, however, in the event the Company will not be the surviving entity as a result of the event and the surviving entity does not agree to replace the Optionadjustment or substitution, accelerating the termination of Committee may elect to terminate the Option Period or terminating as of the Option date of the Change in Control in consideration of a cash the payment to the Optionee in an amount equal to of the excess sum of the difference between the then Fair Market Value of the Option Shares over Stock and the aggregate Exercise Price for each Option Share as to which the Company's Repurchase Rights have lapsed and as to which the Option has not been exercised as of the Option Shares. Any determination made by date of the Committee pursuant to this Section 5(b) will be final and binding on the Optionee. Any action taken by the Committee need not treat all optionees equallyChange in Control.
(c) The existence of the Plan and the Option granted pursuant to this Award Agreement shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section may provide, in the Committee's discretion, for the elimination without payment therefor of any fractional shares that might otherwise become subject to any Option.
Appears in 1 contract
Changes in Capitalization. (a) The number of Option Shares and the Exercise Price shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Common Stock underlying the Option to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”).
(b) In the event of a merger, consolidation, extraordinary stock dividend, sale spin-off, stock split, any increase or decrease in the number of substantially all issued shares of Stock resulting from a subdivision or combination of shares effected without receipt of consideration by the Company’s assets Company or any other change in corporate structure or other material distribution of stock or property (except ordinary cash dividends) affecting the Stock, the Committee shall make appropriate adjustments in (i) the number of and kind of shares of stock or securities underlying Awards that may thereafter be granted, (ii) the number and kind of shares remaining subject to outstanding Awards and (iii) the option or purchase price in respect of such shares. In the event of any such change in the capital structure capitalization of the Company, or a tender offer for shares of Common Stock, or a Change in Control, that in each case is not an “Equity Restructuring,” the Committee shall take such action to may make such additional adjustments in the Option or the terms of this Award as the Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of shares of Stock or other securities with respect to which outstanding Awards are exercisable and with respect to which future Awards may be granted as the Committee in its sole discretion shall deem equitable or appropriate, subject to the Option, provisions of Section 18 below. In the event the Stock is changed into the same number of shares with a corresponding adjustment different par value or without par value, the shares resulting from any such change shall be deemed to be the Stock within the meaning of the Plan. Except (i) as expressly provided in the Exercise Pricepreceding sentences or (ii) for any distribution or adjustment made with respect to outstanding shares of Restricted Stock in connection with a distribution or adjustment made with respect to all other outstanding shares of Stock, substituting a new option to replace the Option, accelerating the termination of the Option Period or terminating the Option in consideration of a cash payment to the Optionee in an amount equal to the excess of the then Fair Market Value of the Option Shares over the aggregate Exercise Price of the Option Shares. Any determination made any issue by the Committee pursuant Company of shares of stock of 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 shares of Stock subject to this Section 5(b) will be final and binding on the Optioneeany Award. Any action taken by the Committee need not treat all optionees equally.
(c) The existence of the Plan and this Award the Awards granted pursuant to the Plan shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding.
Appears in 1 contract
Changes in Capitalization. (a) The If the number of shares of Common Stock shall be increased or decreased by reason of a subdivision or combination of shares of Common Stock, the payment of a stock dividend in shares of Common Stock or any other increase or decrease in the number of shares of Common Stock outstanding effected without receipt of consideration by the Company, an appropriate adjustment shall be made by the Committee, in a manner determined in its sole discretion, in the number and kind of Option Shares and in the Exercise Price shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Common Stock underlying the Option to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”)Price.
(b) In If the event of a Company shall be the surviving entity in any merger, consolidation, reorganization, extraordinary dividend, sale spin-off, recapitalization, reclassification of substantially all of the Company’s assets shares or other material change in the capital corporate structure of the Company, Company or a tender offer for shares of its Common Stock, or a Change in Control, that in each case is not an “Equity Restructuring,” the Committee Optionee shall take such action be entitled to make such adjustments in the Option or the terms of this Award as the Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting purchase the number and class of securities to which a holder of the number of shares of Common Stock subject to the OptionOption at the time of the transaction would have been entitled to receive as a result of such transaction, with and a corresponding adjustment adjustment, where appropriate, shall be made in the Exercise Price. In the event of a Change in Control or other corporate transaction pursuant to which the Company is not the surviving entity, substituting the Committee may provide for the assumption of the Option by the surviving entity or the substitution of a new option option, adjusted in a manner similar to replace that contemplated by the immediately preceding sentence; however, if the surviving entity does not agree to the assumption or substitution of the Option, accelerating the termination of Committee may elect to terminate the Option Period or terminating as of the Option effective date of the Change in Control in consideration of a cash the payment to the Optionee in an amount equal to the excess of the sum of the difference between the then aggregate Fair Market Value of the Option Shares over Common Stock and the aggregate Exercise Price for all vested Option Shares which have not been exercised as of the effective date of the Change in Control. A dissolution or liquidation of the Company shall cause the Option Shares. Any determination made by to terminate as to any portion thereof not exercised as of the Committee pursuant to this Section 5(b) will be final and binding on effective date of the Optionee. Any action taken by the Committee need not treat all optionees equallydissolution or liquidation.
(c) The existence of the Plan and the Option granted pursuant to this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. Any adjustment pursuant to this Section may provide, in the Committee’s discretion, for the elimination without payment therefor of any fractional shares that might otherwise become subject to any Option.
Appears in 1 contract
Sources: Incentive Stock Option Award (National Commerce Corp)
Changes in Capitalization. (a) The number grant of an Option Shares and the Exercise Price shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Common Stock underlying the Option to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”).
(b) In the event of a merger, consolidation, extraordinary dividend, sale of substantially all of the Company’s assets or other material change in the capital structure of the Company, or a tender offer for shares of Common Stock, or a Change in Control, that in each case is not an “Equity Restructuring,” the Committee shall take such action to make such adjustments in the Option or the terms of this Award as the Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Option, with a corresponding adjustment in the Exercise Price, substituting a new option to replace the Option, accelerating the termination of the Option Period or terminating the Option in consideration of a cash payment to the Optionee in an amount equal to the excess of the then Fair Market Value of the Option Shares over the aggregate Exercise Price of the Option Shares. Any determination made by the Committee pursuant to this Section 5(b) will be final and binding on the Optionee. Any action taken by the Committee need not treat all optionees equally.
(c) The existence of the Plan and this Award Agreement shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or authorize any adjustment, reclassification, reorganization or other change in changes of its capital or business structurestructure or to merge or to consolidate or to dissolve, any merger liquidate or consolidation of the Companysell, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets.
(b) If, while this Option is outstanding, the outstanding Shares have increased, decreased, changed into, or been exchanged for a different number or kind of shares or securities of the Company through reorganization, merger, recapitalization, reclassification, stock split, reverse stock split, stock dividend, or similar transaction, appropriate and proportionate adjustments shall be made by the Committee to the number and/or kind of Shares which are subject to purchase under this Option and for the Option exercise price or prices applicable to this Option. Such adjustments will be made so that the same proportion of the Company's issued and outstanding Shares in each instance shall remain subject to purchase at the same aggregate exercise price.
(c) In the event of a change in the Shares of the Company as presently constituted, which is limited to a change of all its authorized shares with par value into the same number of shares with a different par value or without par value, the Shares resulting BY SIGNING THE OPTION AGREEMENT, YOU AGREE TO THESE TERMS & CONDITIONS. READ THEM CARFULLY. from any other corporate act such change shall be deemed to be Shares within the meaning of this Agreement.
(d) In the event of a merger, consolidation, or proceedingacquisition of substantially all of the Company's Shares or assets, the Committee may take such actions with respect to outstanding Options as the Committee deems appropriate.
(e) If any fractional share would result from any such adjustment under this Section 7, the Company shall not issue such fractional share, but shall round any portion of a share equal to .500 or greater up, and any portion of a share equal to less than .500 down, in each case to the nearest whole number.
Appears in 1 contract
Changes in Capitalization. The option price shall be adjusted from time to time as follows:
(a) The Subject to any required action by stockholders, the number of Option Optioned Shares covered by each outstanding option, and the Exercise Price Price, shall be proportionately adjusted for nonreciprocal transactions between any increase or decrease in the Company and the holders number of capital stock of the Company that causes the per share value of the issued shares of Common Stock underlying of the Option to change, such as Company resulting from a subdivision or consolidation of shares of Common Stock or the payment of a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”)but only on shares of Common Stock) or any other increase or decrease in the number of shares of Common Stock effected without receipt of consideration by the Company.
(b) Subject to any required action by stockholders, if the Company shall be the surviving corporation in any merger or consolidation, this option shall pertain to and apply to the securities to which a holder of the number of shares of Common Stock subject to the option would have been entitled.
(c) In the event of a merger, consolidation, extraordinary dividend, sale of substantially all of the Company’s assets or other material change in the capital structure shares of Common Stock of the Company as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Optioned Shares within the meaning of this option. To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by the Board of Directors of the Company, whose determination shall be final, binding, and conclusive. Except as hereinbefore expressly provided in this Section 6 and in Section 7, Optionee shall have no rights by reason of any subdivision or a tender offer for consolidation, of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of Common Stockstock of any class or by reason of any dissolution, liquidation, reorganization, merger, or a Change in Controlconsolidation, that in each case is or spin-off of assets or stock of another corporation, and any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not an “Equity Restructuring,” the Committee affect, and no adjustment by reason thereof shall take such action to make such adjustments in the Option or the terms of this Award as the Committeebe made with respect to, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class of securities subject to the Option, with a corresponding adjustment in Optioned Shares or the Exercise Price, substituting a new . The granting of this option to replace the Option, accelerating the termination of the Option Period or terminating the Option in consideration of a cash payment to the Optionee in an amount equal to the excess of the then Fair Market Value of the Option Shares over the aggregate Exercise Price of the Option Shares. Any determination made by the Committee pursuant to this Section 5(b) will be final and binding on the Optionee. Any action taken by the Committee need not treat all optionees equally.
(c) The existence of the Plan and this Award shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or authorize any adjustment, reclassification, reorganization or other change in changes of its capital or business structurestructure or to merge or to consolidate or to dissolve, any merger liquidate, or consolidation of the Companysell, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Trinity Industries Inc)
Changes in Capitalization. (a) The number of Option Shares and the Exercise Price shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Common Stock underlying the Option to change, such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (each, an “Equity Restructuring”).
(b) In the event of a reorganization, recapitalization, stock split, reverse stock split, stock dividend, combination of shares, merger, consolidation, extraordinary dividendacquisition of property or stock, sale of substantially all of the Company’s assets or other material any change in the capital structure of the Company, or a tender offer for shares the Board of Common Stock, or a Change Directors of the Company shall make those adjustments as may be appropriate in Control, that in each case is not an “Equity Restructuring,” the Committee shall take such action to make such adjustments in the Option or the terms of this Award as the Committee, in its sole discretion, determines in good faith is necessary or appropriate, including, without limitation, adjusting the number and class kind of securities subject shares as to which this Option is exercisable, to the Optionend that, to the extent practicable, Optionee's proportionate interest will be maintained as before the occurrence of such event. Adjustments will be made without change in the total price applicable to the Option and with a corresponding adjustment in the Exercise Price, substituting a new option to replace Price if necessary. No fractional shares will be issued or optioned in making the Option, accelerating the termination foregoing adjustments.
(b) The creation or increase of authorized stock or securities of any class of the Option Period Company or terminating the Option in issuance for consideration by the Company of a cash payment to the Optionee in an amount equal to the excess stock or securities of any class of the then Fair Market Value Company or of securities convertible into such stock or securities will not affect, and no adjustment by reason thereof will be made with respect to, the Option Shares over the aggregate Exercise Price number or price of the Option Shares. Any determination made by the Committee pursuant shares of Common Stock subject to this Section 5(b) will be final and binding on the Optionee. Any action taken by the Committee need not treat all optionees equallyOption.
(c) The existence grant of the Plan and this Award shall Option will not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or authorize any adjustment, reclassification, reorganization or other change in changes of its capital or business structurestructure or to merge or consolidate, any merger or consolidation of the Companyto dissolve, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereofliquidate, the dissolution or liquidation of the Companysell, any sale or transfer of all or any part of its business or assets, .
(d) A dissolution or liquidation of the Company will cause this Option to terminate as to any other corporate act portion thereof not exercised as of the effective date of the dissolution or proceedingliquidation.
(e) The foregoing adjustments and the manner of application of the foregoing provisions will be determined by the Board of Directors of the Company in its sole discretion. Any adjustment may provide for the elimination of any fractional share which might otherwise become subject to an Option.
Appears in 1 contract
Sources: First Right of Purchase Agreement (Healthcare Financial Partners Reit Inc)