Adjustments Clause Example with 39 Variations from Business Contracts
This page contains Adjustments 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. The Committee shall make or provide for such adjustments in the number of and kind of shares of Common Stock covered by outstanding Option Rights and Restricted Stock Units and in the Option Price provided in outstanding Option Rights and in other award terms, as the Committee, in its sole discretion, exercised in good faith, determines is equitably required to prevent dilution or enlargement of the rights of Participants that otherwise would result from (a) any extraordinary cash dividend, stoc...k dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event or in the event of a Change in Control, the Committee may provide in substitution for any or all outstanding awards under this Plan such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable in the circumstances and shall require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In addition, for each Option Right with an Option Price greater than the consideration offered in connection with any such transaction or event or Change in Control, the Committee may in its discretion elect to cancel such Option Right without any payment to the person holding such Option Right. The Committee shall also make or provide for such adjustments in the number of shares of Common Stock specified in Section 3 of this Plan as the Committee in its sole discretion, exercised in good faith, determines is appropriate to reflect any transaction or event described in this Section 11; provided, however, that any such adjustment to the number specified in Section 3(c) of this Plan will be made only if and to the extent that such adjustment would not cause any Option Right intended to qualify as an Incentive Stock Option to fail to so qualify.View More
Variations of a "Adjustments" Clause from Business Contracts
Adjustments. The Notwithstanding anything to the contrary contained herein, pursuant to Section 13 of the Plan, the Committee shall will make or provide for such adjustments in to the number of and kind of shares of Common Stock covered by outstanding Option Rights and Restricted Stock Units and in the Option Price provided in outstanding Option Rights and in other award terms, Award as the Committee, in its sole discretion, exercised in good faith, determines is are equitably required to prevent dilution or... enlargement of the rights of Participants the Holder that otherwise would result from (a) any stock dividend, extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any change of control, merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, or issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event or event, the Committee, in the event of a Change in Control, the Committee its discretion, may provide in substitution for any or all outstanding awards under this Plan the Award such alternative consideration (including (including, without limitation, cash), if any, as it, in good faith, it may determine to be equitable in the circumstances and shall may require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In addition, for each Option Right with an Option Price greater than the consideration offered in connection with any such transaction or event or Change in Control, the Committee may in its discretion elect to cancel such Option Right without any payment to the person holding such Option Right. The Committee shall also make or provide for such adjustments in the number of shares of Common Stock specified in Section 3 of this Plan as the Committee in its sole discretion, exercised in good faith, determines is appropriate to reflect any transaction or event described in this Section 11; provided, however, that any such adjustment to the number specified in Section 3(c) of this Plan will be made only if and to the extent that such adjustment would not cause any Option Right intended to qualify as an Incentive Stock Option to fail to so qualify. Award. View More
Adjustments. The Committee shall make or provide for such adjustments in In the number of and kind of shares of Common Stock covered by outstanding Option Rights and Restricted Stock Units and in the Option Price provided in outstanding Option Rights and in other award terms, as the Committee, in its sole discretion, exercised in good faith, determines is equitably required to prevent dilution or enlargement of the rights of Participants that otherwise would result from event (a) any extraordinary cash divid...end, a stock dividend, stock split, combination or exchange of shares, Shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, spin-out, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, assets (other than a normal cash dividend), issuance of rights or warrants to purchase securities, securities or (c) any other corporate transaction or event having an effect similar to any of the foregoing. foregoing affects the Common Stock such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits to Participants intended to be made available under the Plan, then the Committee shall, in an equitable manner, make or provide for such adjustments in the (w) number of Shares covered by outstanding Awards granted hereunder, (x) prices per share applicable to Options and Stock Appreciation Rights granted hereunder, (y) kind of shares covered thereby (including shares of another issuer) and/or (z) any Performance Objectives applicable to the Awards, as the Committee in its sole discretion shall determine in good faith to be equitably required in order to prevent such dilution or enlargement of the benefits or intended benefits to Participants. Moreover, in the event of any such transaction or event or in the event of a Change in Control, event, the Committee may provide in substitution for any or all outstanding awards Awards under this Plan such alternative consideration (including cash), if any, as it, it may in good faith, may faith determine to be equitable in under the circumstances and shall require may cancel all Awards in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In addition, exchange for each Option Right with an Option Price greater than the consideration offered such alternative consideration. If, in connection with any such transaction or event in which the Company does not survive, the amount payable pursuant to any Award, based on consideration per Share to be paid in connection with such transaction or Change in Control, event and the Base Price, Option Price, Spread or otherwise of the Award, is not a positive amount, the Committee may in its discretion elect to cancel provide for cancellation of such Option Right Award without any payment to the person holding such Option Right. holder thereof. The Committee shall may also make or provide for such adjustments in each of the number of shares of Common Stock limitations specified in Section 3 of this Plan as the Committee in its sole discretion, exercised discretion may in good faith, determines is faith determine to be appropriate in order to reflect any transaction or event described in this Section 11; provided, however, that 12. The Committee will not, in any case, make any of the following adjustments: (A) with respect to Awards of Incentive Stock Options, no such adjustment to the number specified in Section 3(c) of this Plan will shall be made only if and authorized to the extent that such authority would cause the Plan to violate Section 422(b)(1) of the Code, as from time to time amended, and (B) with respect to any Award subject to Section 409A, no such adjustment shall be authorized to the extent that such authority would not cause any Option Right intended to qualify as an Incentive Stock Option the Plan to fail to so qualify. comply with Section 409A (or an exception thereto). View More
Adjustments. The Committee shall will make or provide for such adjustments in the number of and kind of shares of Common Stock Shares covered by outstanding Option Rights and Restricted Stock Units and in the Option Price provided in outstanding Option Rights and PRSUs, or in other award terms, as the Committee, in its sole discretion, exercised in good faith, determines is equitably required to prevent dilution or enlargement of the Grantee's rights of Participants under this Agreement that otherwise would ...result from any (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, securities involving the Company or (c) any other corporate transaction or event having an effect similar to any of the foregoing. those referred to in Section 10(a) or 10(b) hereof. Moreover, in the event of any such transaction or event or in the event of a Change in Control, the Committee may provide in substitution for the Grant (or any or all outstanding awards under this Plan part thereof) such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable in the circumstances and shall require in connection therewith the surrender of all awards the portion of the Grant so replaced in a manner that complies with Section 409A of the Code. In addition, for each Option Right with an Option Price greater than the consideration offered in connection with any such transaction or event or Change in Control, the Committee may in its discretion elect to cancel such Option Right without any payment to the person holding such Option Right. The Committee shall also make or provide for such adjustments in the number of shares of Common Stock specified in Section 3 of this Plan as the Committee in its sole discretion, exercised in good faith, determines is appropriate to reflect any transaction or event described in this Section 11; provided, however, that any such adjustment to the number specified in Section 3(c) of this Plan will be made only if and to the extent that such adjustment would not cause any Option Right intended to qualify as an Incentive Stock Option to fail to so qualify.View More
Adjustments. The In the event of any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of Avient, merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, 1 partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or any other corporate transaction or event having an effect similar to any of the foregoing, the Committee shall make or pr...ovide for such adjustments in the number of and kind of shares of Common Stock Shares covered by outstanding Option Rights the SARs and Restricted Stock Units and in the Option Price provided in outstanding Option Rights then held by you, and in other award terms, as the Committee, in its sole discretion, exercised in good faith, determines is equitably required to prevent dilution or enlargement of the your rights of Participants that otherwise would result from (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate connection with such transaction or event having an effect similar to any of the foregoing. Moreover, in the event of event. If any such transaction or event occurs or in the event of a Change in of Control, the Committee may provide in substitution for any or all outstanding awards under this Plan Incentive Awards such alternative consideration (including cash), if any, (including, without limitation, in the form of cash, securities or other property) as it, in good faith, it may determine to be equitable in the circumstances and shall require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In addition, Incentive Awards subject to this Agreement. No adjustment provided for each Option Right with an Option Price greater than the consideration offered in connection with any such transaction or event or Change in Control, the Committee may in its discretion elect to cancel such Option Right without any payment to the person holding such Option Right. The Committee shall also make or provide for such adjustments in the number of shares of Common Stock specified in Section 3 of this Plan as the Committee in its sole discretion, exercised in good faith, determines is appropriate to reflect any transaction or event described in this Section 11; provided, however, that any such adjustment to 2 or Section 12 of the number specified in Section 3(c) of this Plan will be made only if and require Avient to the extent that such adjustment would not cause issue any Option Right intended to qualify as an Incentive Stock Option to fail to so qualify. fractional shares. View More
Adjustments. The Committee Board shall make or provide for such adjustments in the Option Price and in the number of and or kind of shares of Common Stock or other securities covered by outstanding Option Rights and Restricted Stock Units and in the Option Price provided in outstanding Option Rights and in other award terms, Options as the Committee, Board in its sole discretion, exercised in good faith, discretion determines is to be equitably required in order to prevent dilution or enlargement of the righ...ts of Participants that would otherwise would result from any (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, separation, reorganization, partial or complete liquidation or other distribution of assets, liquidation, issuance of rights or warrants to purchase securities, stock, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event or event, the Board, in the event of a Change in Control, the Committee its discretion, may provide in substitution for any or all outstanding awards Options under this Plan such alternative consideration (including cash), if any, cash) as it, in good faith, may determine determines to be equitable in the circumstances and shall may require in connection therewith the surrender of all awards Options so replaced in a manner that complies with Section 409A of the Code. In addition, for each Option Right with an Option Price greater than the consideration offered in connection with any such transaction or event or Change in Control, the Committee replaced. The Board may in its discretion elect to cancel such Option Right without any payment to the person holding such Option Right. The Committee shall also make or provide for such adjustments in the number of shares of Common Stock specified in Section 3 of this Plan as the Committee Board in its sole discretion, exercised in good faith, determines may determine is appropriate to reflect any transaction or event described in this Section 11; provided, however, 7. Notwithstanding the foregoing, the Board shall not make any adjustment pursuant to this Section 7 that any such adjustment to the number specified in Section 3(c) of this Plan will be made only if and to the extent that such adjustment would not (i) cause any Option Right intended to qualify as an Incentive Stock Option to fail to so qualify. qualify, (ii) cause an Option that is otherwise exempt from Section 409A of the Code to become subject to Section 409A, or (iii) cause an Option that is subject to Section 409A of the Code to fail to satisfy the requirements of Section 409A. View More
Adjustments. The In the event of any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of Avient, merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or any other corporate transaction or event having an effect similar to any of the foregoing, the Committee shall make or prov...ide for such adjustments in the number of and kind of shares of Common Stock Shares covered by outstanding Option Rights the SARs and Restricted Stock Units and in the Option Price provided in outstanding Option Rights then held by you, and in other award terms, as the Committee, in its sole discretion, exercised in good faith, determines is equitably required to prevent dilution or enlargement of the your rights of Participants that otherwise would result from (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate connection with such transaction or event having an effect similar to any of the foregoing. Moreover, in the event of event. If any such transaction or event occurs or in the event of a Change in of Control, the Committee may provide in substitution for any or all outstanding awards under this Plan Incentive Awards such alternative consideration (including cash), if any, (including, without limitation, in the form of cash, securities or other property) as it, in good faith, it may determine to be equitable in the circumstances and shall require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In addition, Incentive Awards subject to this Agreement. No adjustment provided for each Option Right with an Option Price greater than the consideration offered in connection with any such transaction or event or Change in Control, the Committee may in its discretion elect to cancel such Option Right without any payment to the person holding such Option Right. The Committee shall also make or provide for such adjustments in the number of shares of Common Stock specified in Section 3 of this Plan as the Committee in its sole discretion, exercised in good faith, determines is appropriate to reflect any transaction or event described in this Section 11; provided, however, that any such adjustment to 2 or Section 12 of the number specified in Section 3(c) of this Plan will be made only if and require Avient to the extent that such adjustment would not cause issue any Option Right intended to qualify as an Incentive Stock Option to fail to so qualify. fractional shares. View More
Adjustments. The Committee shall make or provide for such adjustments in the Option Price and in the number of and or kind of shares of Common Stock Shares or other securities covered by outstanding Option Rights and Restricted Stock Units and in the Option Price provided in outstanding Option Rights and in other award terms, Awards as the Committee, Committee in its sole discretion, exercised in good faith, discretion determines is to be equitably required in order to prevent dilution or enlargement of the ...rights of Participants that would otherwise would result from any (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, Shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, separation, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, liquidation, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event or event, the Committee, in the event of a Change in Control, the Committee its discretion, may provide in substitution for any or all outstanding awards Awards under this Plan such alternative consideration (including cash), if any, cash) as it, in good faith, may determine determines to be equitable in the circumstances and shall may require in connection therewith the surrender of all awards Awards so replaced in a manner that complies with Section 409A of the Code. In addition, for each Option Right with an Option Price greater than the consideration offered in connection with any such transaction or event or Change in Control, the replaced. The Committee may in its discretion elect to cancel such Option Right without any payment to the person holding such Option Right. The Committee shall also make or provide for such adjustments in the number of shares of Common Stock Shares specified in Section 3 4 of this Plan as the Committee in its sole discretion, exercised in good faith, determines may determine is appropriate to reflect any transaction or event described in this Section 11; provided, however, 9. Notwithstanding the foregoing, the Committee shall not make any adjustment pursuant to this Section 9 that any such adjustment to the number specified in Section 3(c) of this Plan will be made only if and to the extent that such adjustment would not (i) cause any Option Right intended to qualify as an Incentive Stock Option to fail to so qualify. qualify, (ii) cause an Option that is otherwise exempt from Section 409A to become subject to Section 409A, or (iii) cause an Option that is subject to Section 409A to fail to satisfy the requirements of Section 409A. View More
Adjustments. The Committee shall make or provide for such adjustments in the (a) number of Shares covered by outstanding Awards, (b) prices per share applicable to outstanding Options and Stock Appreciation Rights, and (c) kind of shares of Common Stock covered by outstanding Option Rights and Restricted Stock Units and in the Option Price provided in outstanding Option Rights and in other award terms, Awards (including shares of another issuer), as the Committee, in its sole discretion, exercised Committee ...determines in good faith, determines is faith to be equitably required in order to prevent dilution or enlargement of the rights of Participants Grantees that otherwise would result from (a) (x) any extraordinary cash dividend, stock dividend, stock split, combination or exchange of shares, Shares, recapitalization or other change in the capital structure of the Company, (b) (y) any merger, consolidation, spin-off, spin-out, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, assets (other than a normal cash dividend), issuance of rights or warrants to purchase securities, securities or (c) (z) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event or in the event of a Change in Control, event, the Committee may provide in substitution for any or all outstanding awards Awards under this Plan such alternative consideration (including cash), if any, as it, it may in good faith, may faith determine to be equitable in under the circumstances and shall may require in connection therewith the surrender of all awards Awards so replaced in a manner that complies with Section 409A of the Code. In addition, for each Option Right with an Option Price greater than the consideration offered in connection with any such transaction or event or Change in Control, the replaced. The Committee may in its discretion elect to cancel such Option Right without any payment to the person holding such Option Right. The Committee shall also make or provide for such adjustments in each of the number of shares of Common Stock limitations specified in Section 3 of this the Plan as the Committee in its sole discretion, exercised discretion may in good faith, determines is faith determine to be appropriate in order to reflect any transaction or event described in this Section 11; provided, however, that any such adjustment to the number specified in Section 3(c) of this Plan will be made only if and to the extent that such adjustment would not cause any Option Right intended to qualify as an Incentive Stock Option to fail to so qualify. 13. View More
Adjustments. The Committee shall make or provide for such adjustments in the number numbers of Common Shares covered by outstanding Options described in this Plan and granted 6 hereunder, in the exercise price provided in outstanding Options, and in the kind of shares of Common Stock covered by outstanding Option Rights and Restricted Stock Units and in the Option Price provided in outstanding Option Rights and in other award terms, thereby, as the Committee, in its sole discretion, exercised in good faith,...Committee determines is equitably required to prevent dilution or enlargement of the rights of Participants that otherwise would result from (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, or (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, assets (including, without limitation, a special or large non-recurring dividend), issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event or in the event of a Change in Control, event, the Committee may shall provide in substitution for any or all outstanding awards Options under this Plan such alternative consideration (including cash), if any, as it, in good faith, may determine it determines to be equitable in the circumstances circumstances, and shall may require in connection therewith the surrender of all awards Options so replaced in a manner that complies with Section 409A of the Code. In addition, for each Option Right with an Option Price greater than the consideration offered in connection with any such transaction or event or Change in Control, the Committee may in its discretion elect to cancel such Option Right without any payment to the person holding such Option Right. replaced. The Committee shall also make or provide for such the adjustments in the number of shares of Common Stock specified in this Section 3 of this Plan 7 as the Committee in its sole discretion, exercised in good faith, determines is appropriate to reflect any transaction or event described in this Section 11; provided, however, that any such adjustment to the number specified in Section 3(c) of this Plan will be made only if and to the extent that such adjustment would not cause any Option Right intended to qualify as an Incentive Stock Option to fail to so qualify. are appropriate. View More
Adjustments. The Committee shall may make or provide for such adjustments in the (a) number of Shares covered by outstanding Options, Stock Appreciation Rights, Deferred Shares, Restricted Shares and Performance Shares granted hereunder, (b) prices per share applicable to such Options and Stock Appreciation Rights, and (c) kind of shares covered thereby (including shares of Common Stock covered by outstanding Option Rights and Restricted Stock Units and in the Option Price provided in outstanding Option Righ...ts and in other award terms, another issuer), as the Committee, Committee in its sole discretion, exercised discretion may in good faith, determines is faith determine to be equitably required in order to prevent dilution or enlargement of the rights of Participants that otherwise would result from (a) (x) any extraordinary cash dividend, stock dividend, stock split, combination or exchange of shares, Shares, recapitalization or other change in the capital structure of the Company, (b) (y) any merger, consolidation, spin-off, spin-out, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, assets (other than a normal cash dividend), issuance of rights or warrants to purchase securities, securities or (c) (z) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event or in the event of a Change in Control, event, the Committee may provide in substitution for any or all outstanding awards Awards under this Plan such alternative consideration (including cash), if any, as it, it may in good faith, may faith determine to be equitable in under the circumstances and shall may require in connection therewith the surrender of all awards Awards so replaced in a manner that complies with Section 409A of the Code. In addition, for each Option Right with an Option Price greater than the consideration offered in connection with any such transaction or event or Change in Control, the replaced. The Committee may in its discretion elect to cancel such Option Right without any payment to the person holding such Option Right. The Committee shall also make or provide for such adjustments in each of the number of shares of Common Stock limitations specified in Section 3 of this Plan as the Committee in its sole discretion, exercised discretion may in good faith, determines is faith determine to be appropriate in order to reflect any transaction or event described in this Section 11; provided, however, that any such adjustment to the number specified in Section 3(c) of this Plan will be made only if and to the extent that such adjustment would not cause any Option Right intended to qualify as an Incentive Stock Option to fail to so qualify. 11. View More
