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Adjustments Upon Changes in Stock Clause Example with 12 Variations from Business Contracts
This page contains Adjustments Upon Changes in Stock clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Adjustments Upon Changes in Stock. (a) Capitalization Adjustments. If any change is made in the stock subject to the Plan, or subject to any Award, without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company), the Plan ...will be appropriately adjusted in the class(es) and maximum number of securities subject to the Plan pursuant to subsection 4(a) and the maximum number of securities subject to award to any person pursuant to subsection 4(b) or 11(c), and the outstanding Awards will be appropriately adjusted in the class(es) and number of securities and price per Share of stock subject to such outstanding Awards. The Board, the determination of which shall be final, binding and conclusive, shall make such adjustments. (The conversion of any convertible securities of the Company shall not be treated as a transaction "without receipt of consideration" by the Company.) (b) Change in Control - Dissolution or Liquidation. In the event of a dissolution or liquidation of the Company, then such Awards shall be terminated if not exercised (if applicable) prior to such event. (c) Change in Control - Asset Sale, Merger, Consolidation or Reverse Merger or Acquisition of Stock. (i) In the event of (1) a sale of substantially all of the assets of the Company, or (2) a merger or consolidation in which the Company is not the surviving corporation, or (3) a reverse merger in which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (4) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company, then any surviving corporation or acquiring corporation shall assume any Awards outstanding under the Plan or shall substitute similar awards (including with respect to an Award to acquire the same consideration paid to the shareholders in the transaction described in this subsection 15(c) for those outstanding under the Plan). (ii) For purposes of subsection 15(c) an Award shall be deemed assumed if, following the change in control, the Award confers the right to purchase in accordance with its terms and conditions, for each share of Common Stock subject to the Award immediately prior to the change in control, the consideration (whether stock, cash or other securities or property) to which a holder of a share of Common Stock on the effective date of the change in control was entitled. (iii) Subject to the provisions of any Award Agreement, in the event any surviving corporation or acquiring corporation refuses to assume such Awards or to substitute similar awards for those outstanding under the Plan, then with respect to Awards held by Participants whose Continuous Service has not terminated, the vesting of 50% of such Awards (and, if applicable, the time during which such Awards may be exercised or settled) shall be accelerated in full, and the Awards shall terminate if not exercised or settled (if applicable) at or prior to such event. With respect to any other Awards outstanding under the Plan, such Awards shall terminate if not exercised (if applicable) prior to such event. 10 (iv) The Board shall at all times have the authority, in its sole discretion, to provide for additional or different vesting, exercisability, settlement or forfeiture conditions with respect to Awards than that reflected in this Section 15(c), provided that its determinations in this regard shall be reflected in the Award Agreement (including in amendments thereto) issued to the affected Participant.
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F5 Networks contract
Variations of a "Adjustments Upon Changes in Stock" Clause from Business Contracts
Adjustments Upon Changes in Stock. (a) Capitalization Adjustments. If any change is made in the stock Common Stock subject to the Plan, or subject to any Award, without right granted under the receipt of consideration by the Company Plan (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of co...nsideration by the Company), the Plan and any outstanding rights will be appropriately adjusted in the class(es) class and maximum number of securities shares subject to the Plan pursuant to subsection 4(a) and in the maximum class, number of securities subject to award to any person pursuant to subsection 4(b) or 11(c), and the outstanding Awards will be appropriately adjusted in the class(es) and number of securities shares, and price per Share share of stock subject to such outstanding Awards. The rights. Such adjustments will be made by the Board, the determination of which shall will be final, binding and conclusive, shall make such adjustments. conclusive. (The conversion of any convertible securities of the Company shall will not be treated as a transaction "without an above-described "transaction not involving the receipt of consideration" consideration by the Company.) Company.") (b) Change in Control - Dissolution or Liquidation. In the event of (1) a dissolution or liquidation of the Company, then such Awards shall be terminated if not exercised (if applicable) prior to such event. (c) Change in Control - Asset Sale, Merger, Consolidation or Reverse Merger or Acquisition of Stock. (i) In the event of (1) a sale of substantially all of the assets of the Company, or Company; (2) a merger or consolidation in which the Company is not the surviving corporation, or corporation; (3) a reverse merger in which the Company is the surviving corporation but the shares of the Company's Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, otherwise; or (4) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, entity or persons acting group within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as a group, amended ("Exchange Act") or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Company or any Affiliate of the Company) of the beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or a right to acquire beneficial ownership comparable successor rule) of shares representing a majority securities of the Company representing at least fifty percent of the combined voting power entitled to vote in the election of directors, then, as determined by the then outstanding shares of capital stock of the Company, then Board in its sole discretion (1) any surviving corporation or acquiring corporation shall may assume any Awards outstanding rights or substitute similar rights for those under the Plan Plan, (2) such rights may continue in full force and effect, or shall substitute similar awards (including with respect to an Award to acquire (3) the same consideration paid to the shareholders in the transaction described in this subsection 15(c) for those outstanding under the Plan). (ii) For purposes of subsection 15(c) an Award shall participants' accumulated payroll deductions may be deemed assumed if, following the change in control, the Award confers the right used to purchase in accordance with its terms and conditions, for each share of Common Stock subject to the Award immediately prior to the change transaction described above and all participants' rights under the ongoing Offering terminated. 6 13. AMENDMENT OF THE PLAN. (a) The Board at any time, and from time to time, may amend the Plan; provided, that, except as provided in control, Plan Section 12 relating to adjustments upon changes in stock, no amendment will be effective unless approved by the consideration (whether stock, cash or other securities or property) to which a holder of a share of Common Stock on the effective date shareholders of the change in control was entitled. (iii) Subject to Company within twelve months before or after the adoption of the amendment by the Board, where the amendment will: (i) Increase the number of shares reserved for rights under the Plan; (ii) Modify the provisions of any Award Agreement, as to eligibility for participation in the event any surviving corporation or acquiring corporation refuses Plan (to the extent such modification requires shareholder approval in order for the Plan to assume such Awards obtain employee stock purchase plan treatment under Code Section 423, and the related Treasury regulations, or to substitute similar awards for those outstanding comply with the requirements of Rule 16b-3 under the Plan, then with respect Exchange Act, as amended ("Rule 16b-3")); or (iii) Modify the Plan in any other way if such modification requires shareholder approval in order for the Plan to Awards held by Participants whose Continuous Service has not terminated, obtain employee stock purchase plan treatment under Code Section 423 of the vesting of 50% of such Awards (and, if applicable, the time during which such Awards may be exercised or settled) shall be accelerated in full, Code, and the Awards shall terminate if not exercised related Treasury regulations, or settled (if applicable) at to comply with the requirements of Rule 16b-3. It is expressly contemplated that the Board may amend the Plan in any respect that the Board deems necessary or prior advisable to such event. With respect to bring the Plan and any other Awards outstanding stock purchase right granted under the Plan into compliance with the Code and the related Treasury regulations. (b) Rights and obligations under any stock purchase right granted before a Plan amendment will not be impaired by any amendment of the Plan, except with the consent of the eligible employee or participant to whom such Awards shall terminate if not exercised (if applicable) prior rights were granted, or as necessary to such event. 10 (iv) The Board shall at all times have comply with any laws or governmental regulations, or as necessary to ensure that the authority, in its sole discretion, to provide for additional or different vesting, exercisability, settlement or forfeiture conditions Plan and any stock purchase right granted under the Plan comply with respect to Awards than that reflected in this the requirements of Code Section 15(c), provided that its determinations in this regard shall be reflected in 423 and the Award Agreement (including in amendments thereto) issued to the affected Participant. related Treasury regulations.
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Adjustments Upon Changes in Stock. (a) Capitalization Adjustments. If any change is made in the stock subject to the Plan, or subject to any Award, without rights granted under the receipt of consideration by the Company Plan (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration ...by the Company), the Plan and outstanding rights will be appropriately adjusted in the class(es) and maximum number of securities shares subject to the Plan pursuant to subsection 4(a) and the maximum number of securities subject to award to any person pursuant to subsection 4(b) or 11(c), and the outstanding Awards will be appropriately adjusted in the class(es) and number of securities shares and price per Share share of stock subject to such outstanding Awards. The Board, rights. Such adjustments shall be made by the Board or the Committee, the determination of which shall be final, binding and conclusive, shall make such adjustments. conclusive. (The conversion of any convertible securities of the Company shall not be treated as a transaction "without "transaction not involving the receipt of consideration" consideration by the Company.) (b) Change in Control - Dissolution or Liquidation. Company.")(b) In the event of of: (1) a dissolution or liquidation of the Company, then such Awards shall be terminated if not exercised (if applicable) prior to such event. (c) Change in Control - Asset Sale, Merger, Consolidation or Reverse Merger or Acquisition of Stock. (i) In the event of (1) Company; (2) a sale of all or substantially all of the assets of the Company, or (2) Company; (3) a merger or consolidation in which the Company is not the surviving corporation, or (3) corporation; (4) a reverse merger in which the Company is the surviving corporation but the shares of the Company's Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (4) otherwise; (5) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, entity or persons acting group within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as a group, amended (the "Exchange Act"), or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Company or any Affiliate of the Company) of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or a right to acquire beneficial ownership comparable successor rule) of shares representing a majority securities of the Company representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of directors; or (6) the individuals who, as of the then outstanding shares of capital stock date of the Company, adoption of this Plan, are members of the Board (the "Incumbent Board"; (if the election, or nomination for election by the Company's stockholders, of a new director was approved by a vote of at least fifty percent (50%) of the members of the Board then comprising the Incumbent Board, such new director shall upon his or her election be considered a member of the Incumbent Board) cease for any reason to constitute at least fifty percent (50%) of the Board; then the Board in its sole discretion may take any action or arrange for the taking of any action among the following: (i) any surviving corporation or acquiring corporation shall may assume any Awards outstanding rights or substitute similar rights for those under the Plan Plan, (ii) such rights may continue in full force and effect, or shall substitute similar awards (including with respect (iii) all participants' accumulated payroll deductions may be used to an Award purchase Common Stock immediately prior to acquire the same consideration paid to the shareholders in or within a reasonable period of time following the transaction described in this subsection 15(c) for those outstanding above and the participants' rights under the Plan). (ii) For purposes of subsection 15(c) an Award shall be deemed assumed if, following the change in control, the Award confers the right to purchase in accordance with its terms and conditions, for each share of Common Stock subject to the Award immediately prior to the change in control, the consideration (whether stock, cash or other securities or property) to which a holder of a share of Common Stock on the effective date of the change in control was entitled. (iii) Subject to the provisions of any Award Agreement, in the event any surviving corporation or acquiring corporation refuses to assume such Awards or to substitute similar awards for those outstanding under the Plan, then with respect to Awards held by Participants whose Continuous Service has not terminated, the vesting of 50% of such Awards (and, if applicable, the time during which such Awards may be exercised or settled) shall be accelerated in full, and the Awards shall terminate if not exercised or settled (if applicable) at or prior to such event. With respect to any other Awards outstanding under the Plan, such Awards shall terminate if not exercised (if applicable) prior to such event. 10 (iv) The Board shall at all times have the authority, in its sole discretion, to provide for additional or different vesting, exercisability, settlement or forfeiture conditions with respect to Awards than that reflected in this Section 15(c), provided that its determinations in this regard shall be reflected in the Award Agreement (including in amendments thereto) issued to the affected Participant. ongoing Offering terminated.
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SVB Financial contract
Adjustments Upon Changes in Stock. (a) Capitalization Adjustments. If any change is made in the stock Common Stock subject to the Plan, or subject to any Award, without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, stock, exchange of shares, stock, change in corporate structure or other transaction not involving the receipt of consideration... by the Company), transaction), the Plan will be appropriately adjusted in the class(es) and maximum number of securities subject to the Plan pursuant to subsection 4(a) and the maximum number of securities subject to award to any person pursuant to subsection 4(b) or 11(c), 5(c), and the outstanding Awards will be appropriately adjusted in the class(es) and number of securities and price per Share stock of stock Common Stock subject to such outstanding Awards. The Board, the Board shall make such adjustments, and its determination of which shall be final, binding and conclusive, shall make such adjustments. conclusive. (The conversion of any convertible securities of the Company shall not be treated as a transaction "without receipt of consideration" by the Company.) (b) Change in Control - Dissolution or Liquidation. In the event of a dissolution or liquidation of the Company, then such all outstanding Awards shall be terminated if not exercised (if applicable) terminate immediately prior to such event. (c) Change in Control - Asset Sale, Merger, Consolidation or Reverse Merger or Acquisition of Stock. (i) Merger. In the event of (1) a sale Change of substantially all Control (as defined below), any unvested Awards shall vest immediately prior to the closing of the assets Change of Control, and the Company, Board shall have the power and discretion to provide for the Participant's election alternatives regarding the terms and conditions for the exercise of, or (2) modification of, any outstanding Awards granted hereunder, provided, however, such alternatives shall not affect the then current exercise provisions without such Participant's consent. The Board may provide that Awards granted hereunder must be exercised in connection with the closing of such transaction, and that if not so exercised such Awards will expire. Any such determinations by the Board may be made generally with respect to all Participants, or may be made on a merger case-by-case basis with respect to particular Participants. For the purpose of this Plan, a "Change of Control" shall have occurred in the event one or consolidation in which more persons acting individually or as a group (i) acquires sufficient additional stock to constitute more than fifty percent (50%) of (A) the Company is not total Fair Market Value of all Common Stock issued and outstanding or (B) the surviving corporation, or (3) a reverse merger in which the Company is the surviving corporation but the total voting power of all shares of Common Stock outstanding immediately preceding capital stock authorized to vote for the merger are converted by virtue election of the merger into other property, whether directors; (ii) acquires, in the form of securities, cash a twelve (12) month period, thirty-five percent (35%) or otherwise, or (4) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority more of the voting power of the then outstanding all shares of capital stock authorized to vote for the election of directors, or alternatively a majority of the Company, then members of the board is replaced during any surviving corporation twelve (12) month period by directors whose appointment was not endorsed by a majority of the members of the board; or acquiring corporation (iii) acquires, during a twelve (12) month period, more than forty percent (40%) of the total gross fair market value of all of the Company's assets. Notwithstanding the foregoing, the provisions of this Section 11(c) shall assume not apply to (i) any Awards transaction involving any stockholder that individually or as a group owns more than fifty percent (50%) of the outstanding under the Plan or shall substitute similar awards (including with respect to an Award to acquire the same consideration paid to the shareholders in the transaction described in this subsection 15(c) for those outstanding under the Plan). (ii) For purposes of subsection 15(c) an Award shall be deemed assumed if, following the change in control, the Award confers the right to purchase in accordance with its terms and conditions, for each share of Common Stock subject to the Award immediately prior to the change in control, the consideration (whether stock, cash or other securities or property) to which a holder of a share of Common Stock on the effective date this Plan is approved by the Company's stockholders, until such time as such stockholder first owns less than forty percent (40%) of the change in control was entitled. (iii) Subject to total outstanding Common Stock, or (ii) any transaction undertaken for the provisions purpose of any Award Agreement, in reincorporating the event any surviving corporation or acquiring corporation refuses to assume such Awards or to substitute similar awards for those outstanding Company under the Plan, then with respect to Awards held by Participants whose Continuous Service has laws of another jurisdiction, if such transaction does not terminated, materially affect the vesting beneficial ownership of 50% of such Awards (and, if applicable, the time during which such Awards may be exercised or settled) shall be accelerated in full, and the Awards shall terminate if not exercised or settled (if applicable) at or prior to such event. With respect to any other Awards outstanding under the Plan, such Awards shall terminate if not exercised (if applicable) prior to such event. 10 (iv) The Board shall at all times have the authority, in its sole discretion, to provide for additional or different vesting, exercisability, settlement or forfeiture conditions with respect to Awards than that reflected in this Section 15(c), provided that its determinations in this regard shall be reflected in the Award Agreement (including in amendments thereto) issued to the affected Participant. Company's capital stock.
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Adjustments Upon Changes in Stock. (a) Capitalization Adjustments. If any change is made in the stock Common Stock subject to the Plan, or subject to any Award, without right granted under the receipt of consideration by the Company Plan (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of co...nsideration by the Company), the Plan and any outstanding rights will be appropriately adjusted in the class(es) class and maximum number of securities shares subject to the Plan pursuant to subsection 4(a) and in the maximum class, number of securities subject to award to any person pursuant to subsection 4(b) or 11(c), and the outstanding Awards will be appropriately adjusted in the class(es) and number of securities shares, and price per Share share of stock subject to such outstanding Awards. The rights. Such adjustments will be made by the Board, the determination of which shall will be final, binding and conclusive, shall make such adjustments. conclusive. (The conversion of any convertible securities of the Company shall will not be treated as a transaction "without an above-described "transaction not involving the receipt of consideration" consideration by the Company.) Company.") (b) Change in Control - Dissolution or Liquidation. In the event of (1) a dissolution or liquidation of the Company, then such Awards shall be terminated if not exercised (if applicable) prior to such event. (c) Change in Control - Asset Sale, Merger, Consolidation or Reverse Merger or Acquisition of Stock. (i) In the event of (1) a sale of substantially all of the assets of the Company, or Company; (2) a merger or consolidation in which the Company is not the surviving corporation, or corporation; (3) a reverse merger in which the Company is the surviving corporation but the shares of the Company's Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, otherwise; or (4) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, entity or persons acting group within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as a group, amended ("Exchange Act") or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Company or any Affiliate of the Company) of the beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or a right to acquire beneficial ownership comparable successor rule) of shares representing a majority securities of the Company representing at least fifty percent of the combined voting power entitled to vote in the election of directors, then, as determined by the then outstanding shares of capital stock of the Company, then Board in its sole discretion (1) any surviving corporation or acquiring corporation shall may assume any Awards outstanding rights or substitute similar rights for those under the Plan Plan, (2) such rights may continue in full force and effect, or shall substitute similar awards (including with respect to an Award to acquire (3) the same consideration paid to the shareholders in the transaction described in this subsection 15(c) for those outstanding under the Plan). (ii) For purposes of subsection 15(c) an Award shall participants' accumulated payroll deductions may be deemed assumed if, following the change in control, the Award confers the right used to purchase in accordance with its terms and conditions, for each share of Common Stock subject to the Award immediately prior to the change in control, the consideration (whether stock, cash or other securities or property) to which a holder of a share of Common Stock on the effective date of the change in control was entitled. (iii) Subject to the provisions of any Award Agreement, in the event any surviving corporation or acquiring corporation refuses to assume such Awards or to substitute similar awards for those outstanding transaction described above and all participants' rights under the Plan, then with respect to Awards held by Participants whose Continuous Service has not terminated, the vesting of 50% of such Awards (and, if applicable, the time during which such Awards may be exercised or settled) shall be accelerated in full, and the Awards shall terminate if not exercised or settled (if applicable) at or prior to such event. With respect to any other Awards outstanding under the Plan, such Awards shall terminate if not exercised (if applicable) prior to such event. 10 (iv) The Board shall at all times have the authority, in its sole discretion, to provide for additional or different vesting, exercisability, settlement or forfeiture conditions with respect to Awards than that reflected in this Section 15(c), provided that its determinations in this regard shall be reflected in the Award Agreement (including in amendments thereto) issued to the affected Participant. ongoing Offering terminated.
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NIC Inc. contract
Adjustments Upon Changes in Stock. (a) Capitalization Adjustments. If any change is made in in, or other event occurs with respect to, the stock Common Stock subject to the Plan, Plan or subject to any Award, Stock Award without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transact...ion not involving the receipt of consideration by the Company), Company (each a "Capitalization Adjustment"), the Plan will be appropriately adjusted in the class(es) and maximum number of securities subject to the Plan pursuant 14. to subsection Sections 4(a) and the maximum number of securities subject to award to any person pursuant to subsection 4(b) or 11(c), and the outstanding Stock Awards will be appropriately adjusted in the class(es) and number of securities and price per Share share of stock Common Stock subject to such outstanding Stock Awards. The Board, the Board shall make such adjustments, and its determination of which shall be final, binding and conclusive, shall make such adjustments. conclusive. (The conversion of any convertible securities of the Company shall not be treated as a transaction "without receipt of consideration" by the Company.) (b) Change in Control - Dissolution or Liquidation. In the event of a dissolution or liquidation of the Company, then such Awards all outstanding Options shall be terminated if not exercised (if applicable) terminate immediately prior to the completion of such event. dissolution or liquidation, and shares of Common Stock subject to the Company's repurchase option may be repurchased by the Company notwithstanding the fact that the holder of such stock is still in Continuous Service. (c) Change in Control - Asset Sale, Merger, Consolidation or Reverse Merger or Acquisition of Stock. (i) Corporate Transaction. In the event of (1) a sale of substantially all of the assets of the Company, or (2) a merger or consolidation in which the Company is not the surviving corporation, or (3) a reverse merger in which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (4) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company, then Corporate Transaction, any surviving corporation or acquiring corporation shall may assume or continue any or all Stock Awards outstanding under the Plan or shall may substitute similar stock awards (including with respect to an Award for Stock Awards outstanding under the Plan (it being understood that similar stock awards include, but are not limited to, awards to acquire the same consideration paid to the shareholders stockholders or the Company, as the case may be, pursuant to the Corporate Transaction), and any reacquisition or repurchase rights held by the Company in the transaction described in this subsection 15(c) for those outstanding under the Plan). (ii) For purposes of subsection 15(c) an Award shall be deemed assumed if, following the change in control, the Award confers the right to purchase in accordance with its terms and conditions, for each share respect of Common Stock subject issued pursuant to Stock Awards may be assigned by the Company to the Award immediately prior to the change in control, the consideration (whether stock, cash or other securities or property) to which a holder of a share of Common Stock on the effective date successor of the change Company (or such successor's parent company), if any, in control was entitled. (iii) Subject to the provisions of any Award Agreement, in connection with such Corporate Transaction. In the event that any surviving corporation or acquiring corporation refuses to does not assume or continue any or all such outstanding Stock Awards or to substitute similar stock awards for those such outstanding under the Plan, Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Participants whose Continuous Service has not terminated prior to the effective time of the Corporate Transaction, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) shall (contingent upon the effectiveness of the Corporate Transaction) be accelerated in full to a date prior to the effective time of such Corporate Transaction as the Board shall determine (or, if the Board shall not determine such a date, to the date that is five (5) days prior to the effective time of the Corporate Transaction), the Stock Awards shall terminate if not exercised (if applicable) at or prior to such effective time, and any reacquisition or repurchase rights held by the Company with respect to such Stock Awards held by Participants whose Continuous Service has not terminated, terminated shall (contingent upon the effectiveness of the Corporate Transaction) lapse. With respect to any other Stock Awards outstanding under the Plan that have not been assumed, continued or substituted, the vesting of 50% of such Stock Awards (and, if applicable, the time during at which such Awards Stock Award may be exercised exercised) shall not be accelerated, unless otherwise provided in a written agreement between the Company or settled) shall be accelerated in full, any Affiliate and the Awards shall terminate if not exercised or settled (if applicable) at or prior to holder of such event. With respect to any other Awards outstanding under the Plan, Stock Award, and such Stock Awards shall terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction. (d) Change in Control. A Stock Award held by any Participant whose Continuous Service has not terminated prior to the effective time of a Change in Control may be subject to additional acceleration of vesting and exercisability upon or after such event. 10 (iv) The Board shall at all times have the authority, in its sole discretion, to provide for additional or different vesting, exercisability, settlement or forfeiture conditions with respect to Awards than that reflected in this Section 15(c), event as may be provided that its determinations in this regard shall be reflected in the Stock Award Agreement (including for such Stock Award or as may be provided in amendments thereto) issued to any other written agreement between the affected Participant. Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration shall occur.
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Intersect ENT, Inc. contract
Adjustments Upon Changes in Stock. (a) Capitalization Adjustments. If any change is made in the stock subject to the Plan, or subject to any Award, without rights granted under the receipt of consideration by the Company Plan (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration ...by the Company), the Plan and outstanding rights will be appropriately adjusted in the class(es) and maximum number of securities shares subject to the Plan pursuant to subsection 4(a) and the maximum number of securities subject to award to any person pursuant to subsection 4(b) or 11(c), and the outstanding Awards will be appropriately adjusted in the class(es) and number of securities shares and price per Share share of stock subject to such outstanding Awards. The Board, rights. Such adjustments shall be made by the Board or the Committee, the determination of which shall be final, binding and conclusive, shall make such adjustments. conclusive. (The conversion of any convertible securities of the Company shall not be treated as a transaction "without "transaction not involving the receipt of consideration" consideration by the Company.) Company.") (b) Change in Control - Dissolution or Liquidation. In the event of of: (1) a dissolution or liquidation of the Company, then such Awards shall be terminated if not exercised (if applicable) prior to such event. (c) Change in Control - Asset Sale, Merger, Consolidation or Reverse Merger or Acquisition of Stock. (i) In the event of (1) a sale of substantially all of the assets of the Company, or Company; (2) a merger or consolidation in which the Company is not the surviving corporation, or corporation; (3) a reverse merger in which the Company is the surviving corporation but the shares of the Company's Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, otherwise; or (4) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, entity or persons acting as a group, group within the meaning of Section 13(d) or 14(d) of the Exchange Act or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Company or any Affiliate of the Company) of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or a right to acquire beneficial ownership comparable successor rule) of shares representing a majority securities of the Company representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of directors, then, as determined by the then outstanding shares of capital stock of the Company, then Board in its sole discretion (i) any surviving corporation or acquiring corporation shall may assume any Awards outstanding rights or substitute similar rights for those under the Plan Plan, (ii) such rights may continue in full force and effect, or shall substitute similar awards (including with respect to an Award to acquire the same consideration paid to the shareholders in the transaction described in this subsection 15(c) for those outstanding under the Plan). (ii) For purposes of subsection 15(c) an Award shall (iii) participants' accumulated payroll deductions may be deemed assumed if, following the change in control, the Award confers the right used to purchase in accordance with its terms and conditions, for each share of Common Stock subject to the Award immediately prior to the change in control, transaction described above and the consideration (whether stock, cash or other securities or property) to which a holder of a share of Common Stock on the effective date of the change in control was entitled. (iii) Subject to the provisions of any Award Agreement, in the event any surviving corporation or acquiring corporation refuses to assume such Awards or to substitute similar awards for those outstanding participants' rights under the Plan, then with respect to Awards held by Participants whose Continuous Service has not terminated, the vesting of 50% of such Awards (and, if applicable, the time during which such Awards may be exercised or settled) shall be accelerated in full, and the Awards shall terminate if not exercised or settled (if applicable) at or prior to such event. With respect to any other Awards outstanding under the Plan, such Awards shall terminate if not exercised (if applicable) prior to such event. 10 (iv) The Board shall at all times have the authority, in its sole discretion, to provide for additional or different vesting, exercisability, settlement or forfeiture conditions with respect to Awards than that reflected in this Section 15(c), provided that its determinations in this regard shall be reflected in the Award Agreement (including in amendments thereto) issued to the affected Participant. ongoing Offering terminated.
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CERUS CORP contract
Adjustments Upon Changes in Stock. (a) Capitalization Adjustments. If any change is made in the stock Common Stock subject to the Plan, or subject to any Stock Award, without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the ...Company), transaction), the Plan will be appropriately adjusted in the class(es) and maximum number of securities subject to the Plan pursuant to subsection 4(a) and the maximum number of securities subject to award to any person pursuant to subsection 4(b) or 11(c), 5(c), and the outstanding Stock Awards will be appropriately adjusted in the class(es) and number of securities and price per Share share of stock Common Stock subject to such outstanding Stock Awards. The Board, the Board shall make such adjustments, and its determination of which shall be final, binding and conclusive, shall make such adjustments. (The conclusive. The conversion of any convertible securities of the Company shall not be treated as a transaction "without receipt of consideration" by the Company.) Company. (b) Change in Control - Dissolution or Liquidation. In the event of a dissolution or liquidation of the Company, then such Awards shall be terminated if not exercised (if applicable) prior to such event. (c) Change in Control - Asset Sale, Merger, Consolidation or Reverse Merger or Acquisition of Stock. (i) Merger. In the event of (1) (i) a sale sale, lease or other disposition of all or substantially all of the assets of the Company, or (2) (ii) a merger or consolidation of the Company with or into any other corporation or entity or person, or any other corporate reorganization, in which the Company is not the surviving corporation, or (3) a reverse merger in which stockholders of the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the prior to such consolidation, merger are converted by virtue or reorganization, own less than 50% of the merger into other property, whether in the form of securities, cash or otherwise, or (4) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the Company's outstanding voting power of the then outstanding shares surviving entity (or its parent) following the consolidation, merger, or reorganization or (iii) any transaction (or series of capital stock related transactions involving a person or entity, or a group of affiliated persons or entities) in which in excess of fifty percent (50%) of the Company, Company's outstanding voting power is transferred (individually, a " Change of Control"), then any surviving corporation or acquiring corporation unvested Stock Awards shall assume any Awards outstanding under the Plan or shall substitute similar awards (including with respect to an Award to acquire the same consideration paid to the shareholders in the transaction described in this subsection 15(c) for those outstanding under the Plan). (ii) For purposes of subsection 15(c) an Award shall be deemed assumed if, following the change in control, the Award confers the right to purchase in accordance with its terms and conditions, for each share of Common Stock subject to the Award vest immediately prior to the change closing of the Change of Control, and the Board shall have the power and discretion to provide for the Participant's election alternatives regarding the terms and conditions for the exercise of, or modification of, any outstanding Stock Awards granted hereunder, provided, however, such alternatives shall not affect the then current exercise provisions without such Participant's consent. The Board may provide that Stock Awards granted hereunder must be exercised in control, connection with the consideration (whether stock, closing of such transaction, and that if not so exercised such Stock Awards will expire. The Board may also provide for the payment of cash or other securities or property) to which a holder of a share of Common Stock on the effective date of the change property (or combination thereof) in control was entitled. (iii) Subject to the provisions settlement of any Award Agreement, in Stock Awards upon a Change of Control. Any such determinations by the event any surviving corporation or acquiring corporation refuses to assume such Awards or to substitute similar awards for those outstanding under the Plan, then Board may be made generally with respect to Awards held by Participants whose Continuous Service has not terminated, the vesting of 50% of such Awards (and, if applicable, the time during which such Awards all Participants, or may be exercised or settled) shall be accelerated in full, and the Awards shall terminate if not exercised or settled (if applicable) at or prior to such event. With respect to any other Awards outstanding under the Plan, such Awards shall terminate if not exercised (if applicable) prior to such event. 10 (iv) The Board shall at all times have the authority, in its sole discretion, to provide for additional or different vesting, exercisability, settlement or forfeiture conditions made on a case-by-case basis with respect to Awards than that reflected in particular Participants. The provisions of this Section 15(c), provided that its determinations in this regard 11(b) shall be reflected in not apply to any transaction undertaken for the Award Agreement (including in amendments thereto) issued to purpose of reincorporating the affected Participant. Company under the laws of another jurisdiction, if such transaction does not materially affect the beneficial ownership of the Company's capital stock.
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Golden Minerals Co contract
Adjustments Upon Changes in Stock. (a) Capitalization Adjustments. If any change is made in the stock subject to the Plan, or subject to any Award, without Option Award granted under the receipt of consideration by the Company Plan (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consider...ation by the Company), otherwise), the Plan and outstanding Option Awards will be appropriately adjusted in the class(es) and maximum number of securities shares subject to the Plan pursuant to subsection 4(a) and the maximum number of securities subject to award to any person pursuant to subsection 4(b) or 11(c), and the outstanding Awards will be appropriately adjusted in the class(es) and number of securities shares and price per Share share of stock subject to such outstanding Option Awards. The Board, the determination of which shall be final, binding and conclusive, shall make such adjustments. (The conversion of any convertible securities of the Company shall not be treated as a transaction "without receipt of consideration" by the Company.) (b) Change in Control - Dissolution or Liquidation. In the event of a dissolution or liquidation of the Company, then such Awards shall be terminated if not exercised (if applicable) prior to such event. (c) Change in Control - Asset Sale, Merger, Consolidation or Reverse Merger or Acquisition of Stock. (i) In the event of of: (1) a sale of substantially all of the assets of the Company, or (2) a merger or consolidation in which the Company is not the surviving corporation, or (3) (2) a reverse merger in which the Company is the surviving corporation but the shares of Common Stock the Company's common stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (4) then to the direct or indirect acquisition (including extent permitted by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company, then applicable law: (i) any surviving corporation or acquiring corporation shall assume any Option Awards outstanding under the Plan or shall substitute similar awards (including with respect to an Award to acquire the same consideration paid to the shareholders in the transaction described in this subsection 15(c) for those outstanding under the Plan). (ii) For purposes of subsection 15(c) an Award shall be deemed assumed if, following the change in control, the Award confers the right to purchase in accordance with its terms and conditions, for each share of Common Stock subject to the Award immediately prior to the change in control, the consideration (whether stock, cash or other securities or property) to which a holder of a share of Common Stock on the effective date of the change in control was entitled. (iii) Subject to the provisions of any Award Agreement, in the event any surviving corporation or acquiring corporation refuses to assume such Awards or to substitute similar awards rights for those outstanding under the Plan, then or (ii) such Option Awards shall continue in full force and effect. In the event any surviving corporation refuses to assume or continue such Option Awards, or to substitute similar Option Awards for those outstanding under the Plan, then, with respect to Option Awards held by Participants whose Continuous Service has not terminated, persons then performing services as employees or as consultants or directors for the vesting of 50% of such Awards (and, if applicable, Company, as the case may be, the time during which such Option Awards may be exercised or settled) shall vest shall be accelerated in full, and the Option Awards terminated if not exercised prior to such event. In the event of a dissolution or liquidation of the Company, any options outstanding under the Plan shall terminate if not exercised or settled (if applicable) at or prior to such event. With respect to any other Awards outstanding under the Plan, such Awards shall terminate if not exercised (if applicable) prior to such event. 10 (iv) The Board shall at all times have the authority, in its sole discretion, to provide for additional or different vesting, exercisability, settlement or forfeiture conditions with respect to Awards than that reflected in this Section 15(c), provided that its determinations in this regard shall be reflected in the Award Agreement (including in amendments thereto) issued to the affected Participant.
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GTX INC contract
Adjustments Upon Changes in Stock. (a) Capitalization Adjustments. CAPITALIZATION ADJUSTMENTS. If any change is made in the stock subject to the Plan, or subject to any Stock Award, without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consid...eration by the Company), the Plan will be appropriately adjusted in the class(es) and maximum number of securities subject to the Plan pursuant to subsection 4(a) and the maximum number of securities subject to award to any person pursuant to subsection 4(b) or 11(c), be granted as nondiscretionary Options and Restricted Stock Awards specified in Section 5, and the outstanding Stock Awards will be appropriately adjusted in the class(es) and number of securities and price per Share share of stock subject to such outstanding Stock Awards. The Board, the Board shall make such adjustments, and its determination of which shall be final, binding and conclusive, shall make such adjustments. (The conclusive. For clarity, the conversion of any convertible securities of the Company shall not be treated as a transaction "without receipt of consideration" by the Company.) Company. (b) Change in Control - Dissolution or Liquidation. DISSOLUTION OR LIQUIDATION. In the event of a dissolution or liquidation of the Company, then such all outstanding Stock Awards shall be terminated if not exercised (if applicable) terminate immediately prior to such event. (c) Change in Control - Asset Sale, Merger, Consolidation or Reverse Merger or Acquisition of Stock. ASSET SALE, MERGER, CONSOLIDATION OR REVERSE MERGER. (i) In the event of (1) (i) a sale sale, lease or other disposition of all or substantially all of the assets of the Company, or (2) (ii) a merger or consolidation in which the Company is not the surviving corporation, corporation or (3) (iii) a reverse merger in which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (4) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company, then any surviving corporation or acquiring corporation shall assume any Stock Awards outstanding under the Plan or shall substitute similar stock awards (including with respect to an Award award to acquire the same consideration paid to the shareholders stockholders in the transaction described in this subsection 15(c) 12(c) for those outstanding under the Plan). (ii) For purposes of subsection 15(c) an Award shall be deemed assumed if, following the change in control, the Award confers the right to purchase in accordance with its terms and conditions, for each share of Common Stock subject to the Award immediately prior to the change in control, the consideration (whether stock, cash or other securities or property) to which a holder of a share of Common Stock on the effective date of the change in control was entitled. (iii) Subject to the provisions of any Award Agreement, in In the event any surviving corporation or acquiring corporation refuses to assume such Stock Awards or to substitute similar stock awards for those outstanding under the Plan, then with respect to Awards held by Participants whose Continuous Service has not terminated, the vesting of 50% of such Stock Awards (and, if applicable, the time during which such Awards may be exercised or settled) shall be accelerated in full, and the Stock Awards shall terminate if not exercised or settled (if applicable) at or prior to such event. With respect to (iii) In the event any other surviving corporation or acquiring corporation assumes such Stock Awards or substitutes similar stock awards for those outstanding under the Plan, Plan but the Participant is not elected or appointed to the board of directors of the surviving corporation or acquiring corporation at the first meeting of such board of directors after such change in control event, then the vesting of such Stock Awards shall terminate if not exercised (if applicable) prior to be accelerated by eighteen (18) months on the day after the first meeting of the board of directors of the surviving corporation or acquiring corporation. (iv) In the event any surviving corporation or acquiring corporation assumes such event. 10 (iv) The Board shall at all times have Stock Awards or substitutes similar stock awards for those outstanding under the authority, in its sole discretion, to provide for additional Plan and the Participant is elected or different vesting, exercisability, settlement or forfeiture conditions with respect to Awards than that reflected in this Section 15(c), provided that its determinations in this regard shall be reflected in the Award Agreement (including in amendments thereto) issued appointed to the affected Participant. board of directors of the surviving corporation or acquiring corporation at the first meeting of such board of directors after such change in control event, then the vesting of such Stock Awards shall not be accelerated.
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Adjustments Upon Changes in Stock. (a) Capitalization Adjustments. If any change is made in the stock Common Stock subject to the Plan, or subject to any Award, without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Compan...y), then the Plan will be appropriately adjusted in Administrator shall proportionately adjust (i) the class(es) and maximum aggregate number of securities subject to the Plan shares of Common Stock or class of shares that may be purchased pursuant to subsection 4(a) Awards granted hereunder; (ii) the aggregate number of shares of Common Stock or class of shares that may be purchased pursuant to Incentive Stock Options granted hereunder; (iii) the number and/or class of shares of Common Stock covered by outstanding Options and Awards; (iv) the maximum number of securities subject shares of Common Stock with respect to award which Options and Stock Appreciation Rights may be granted to any person pursuant to subsection 4(b) or 11(c), single holder during any calendar year; and (v) the Exercise Price of any Option and the outstanding Awards will Strike Price of any Stock Appreciation Right in effect prior to such change shall be appropriately proportionately adjusted by the Administrator to reflect any increase or decrease in the class(es) and number of securities and price per Share issued shares of stock subject Common Stock or change in the Fair Market Value of such Common Stock resulting from such transaction; provided, however, that any fractional shares resulting from the adjustment may be eliminated by a cash payment. The Administrator shall make such adjustments in a manner that will provide an appropriate Mammoth Energy Services, Inc. Equity Incentive Plan 26 adjustment that neither increases nor decreases the value of such Award as in effect immediately prior to such outstanding Awards. The Board, the corporate change, and its determination of which shall will be final, binding and conclusive, shall make such adjustments. (The conclusive. The conversion of any convertible securities of the Company shall that are by their terms convertible will not be treated as a transaction "without receipt of consideration" by the Company.) Company. (b) Change in Control - Dissolution or Liquidation. In the event of a dissolution or liquidation of the Company, then such then, subject to Section 11(c), all outstanding Awards shall be terminated if not exercised (if applicable) will terminate immediately prior to such event. (c) Change in Control - – Asset Sale, Merger, Consolidation or Reverse Merger or Acquisition of Stock. (i) Merger. In the event of (1) a sale Change in Control, a dissolution or liquidation of the Company, an exchange of shares, or any corporate separation or division, including, but not limited to, a split-up, a split-off or a spin-off, or a sale, in one or a series of related transactions, of all or substantially all of the assets of the Company, or (2) Company; a merger or consolidation in which the Company is not the surviving corporation, Surviving Entity; or (3) a reverse merger in which the Company is the surviving corporation Surviving Entity, but the shares of Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (4) then the direct or indirect acquisition (including Company, to the extent permitted by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority applicable law, but otherwise in the sole discretion of the voting power Administrator may provide for: (i) the continuation of outstanding Awards by the Company (if the Company is the Surviving Entity); (ii) the assumption of the then Plan and such outstanding shares Awards by the Surviving Entity or its parent; (iii) the substitution by the Surviving Entity or its parent of capital stock of awards with substantially the Company, then any surviving corporation or acquiring corporation shall assume any Awards outstanding under the Plan or shall substitute similar awards same terms (including with respect to an Award award to acquire the same consideration paid to the shareholders stockholders in the transaction described in this subsection 15(c) Section 11(c)) for those such outstanding under Awards and, if appropriate, subject to the Plan). (ii) For purposes equitable adjustment provisions of subsection 15(c) Section 11(a) hereof; (iv) the cancellation of such outstanding Awards in consideration for a payment (in the form of stock or cash) equal in value to the Fair Market Value of vested Awards, or in the case of an Award shall be deemed assumed if, following Option, the change in control, difference between the Award confers Fair Market Value and the right to purchase in accordance with its terms and conditions, Exercise Price for each share all shares of Common Stock subject to the Award immediately prior exercise (i.e., to the change in control, extent vested) under any outstanding Option; or (v) the cancellation of such outstanding Awards without payment of any consideration. If such Awards would be canceled without consideration (whether stock, cash or other securities or property) to which a holder for vested Awards, the Participant will have the right, exercisable during the latter of a share of Common Stock the 10-day period ending on the effective date of the change in control was entitled. (iii) Subject to the provisions of any Award Agreement, in the event any surviving corporation or acquiring corporation refuses to assume such Awards or to substitute similar awards for those outstanding under the Plan, then with respect to Awards held by Participants whose Continuous Service has not terminated, the vesting of 50% of such Awards (and, if applicable, the time during which such Awards may be exercised or settled) shall be accelerated in full, and the Awards shall terminate if not exercised or settled (if applicable) at or fifth day prior to such event. With respect merger or consolidation or 10 days after the Administrator provides the Award holder a notice of cancellation, to exercise such Awards in whole or in part without regard to any other Awards outstanding under the Plan, such Awards shall terminate if not exercised (if applicable) prior to such event. 10 (iv) The Board shall at all times have the authority, in its sole discretion, to provide for additional or different vesting, exercisability, settlement or forfeiture conditions with respect to Awards than that reflected in this Section 15(c), provided that its determinations in this regard shall be reflected installment exercise provisions in the Award Agreement (including in amendments thereto) issued to the affected Participant. Option Agreement.
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