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 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 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, Co...mmittee 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 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 RSUs 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 Grantee 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 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 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 Committee Board shall make or provide for such adjustments in the number of and kind numbers of shares of Common Stock covered by outstanding Awards, the Option Rights Price of Options and Restricted the Base Price of Stock Units Appreciation Rights, Options and in the Option Price provided in outstanding Option Rights and in other award terms, kind of shares covered thereby, as the Committee, Board, in its sole discretion, exercised in good faith, determines may determine is equitably requi...red to prevent dilution or enlargement of the rights of Participants or Optionees 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 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 Board shall also make or provide for such adjustments in the number numbers 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; 13; provided, however, that any such adjustment to the number specified in Section 3(c) of this Plan 3(a)(i) 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 Committee Board shall make or provide for such adjustments in the number of and kind of shares numbers of Common Stock Shares covered by outstanding Option Rights and Rights, Appreciation Rights, Performance Shares, Restricted Stock Units and share-based awards described in Section 10 of this Plan granted hereunder, in the Option Price and Base Price provided in outstanding Option Rights and Appreciation Rights, and in other award terms, the kind of shares covered thereby, as the Committee,...Board, in its sole discretion, exercised in good faith, determines may determine is equitably required to prevent dilution or enlargement of the rights of Participants or Optionees 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, 12 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 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 under this Plan such alternative consideration (including cash), if any, cash) as it, in good faith, 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 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 numbers 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; 12; provided, however, that any such adjustment to the number specified in Section 3(c) of this Plan will 3(c)(i) shall 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 so to so qualify. In no event shall any adjustment be required under this Section 12 if the Board determines that such action could cause an award to fail to satisfy the conditions of an applicable exception from the requirements of Section 409A of the Code or otherwise could subject a Participant to the additional tax imposed under Section 409A in respect of an outstanding award. View More
Adjustments. The Committee Board shall make or provide for such adjustments in the number of and kind of shares numbers of Common Stock Shares covered by outstanding Option Rights and Rights, Appreciation Rights, Performance Shares, Restricted Stock Units and 9 share-based awards described in Section 10 of this Plan granted hereunder, in the Option Price and Base Price provided in outstanding Option Rights and Appreciation Rights, and in other award terms, the kind of shares covered thereby, as the Committee..., Board, in its sole discretion, exercised in good faith, determines may determine is equitably required to prevent dilution or enlargement of the rights of Participants or Optionees 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 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 under this Plan such alternative consideration (including cash), if any, cash) as it, in good faith, 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 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 numbers 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; 12; provided, however, that any such adjustment to the number specified in Section 3(c) of this Plan will 3(c)(i) shall 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 so to so qualify. In no event shall any adjustment be required under this Section 12 if the Board determines that such action could cause an award to fail to satisfy the conditions of an applicable exception from the requirements of Section 409A of the Code or otherwise could subject a Participant to the additional tax imposed under Section 409A in respect of an outstanding award. View More
Adjustments. The Committee Board shall make or provide for such adjustments in the number of and kind numbers and/or type of shares of Common Stock covered by outstanding Option Rights and Rights, Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units and and, if applicable, in (a) the number and/or type of shares of Common Stock (or other securities or property) covered by outstanding Other Awards granted hereunder or which may be made the subject of awards unde...r Section 3, or (b) the Option Price and Base Price provided in outstanding Option Rights and Appreciation Rights, or, if the Board deems it appropriate, making provision for a cash payment to the holder of an outstanding award, in other award terms, each case, as the Committee, Board, in its sole discretion, exercised in good faith, determines shall determine is equitably required to prevent dilution or enlargement of the rights of Participants or Optionees that otherwise would result from (a) (x) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) (y) 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) (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 event, the Board, in the event of a Change in Control, the Committee may its discretion, shall 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 it shall 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. 409A. In addition, for each Option Right or Appreciation Right with an Option Price or Base Price greater than the consideration offered in connection with any such transaction or event or Change in Control, change of control, the Committee may in its discretion elect Company shall not be required to cancel such Option Right without make any payment to the person holding such Option Right. Right or Appreciation Right upon surrender of such Option Right or Appreciation Right, and may cancel such Option Right or Appreciation Right for no consideration. Such surrender shall take place as of the date of the transaction or event or change of control or such other date as the Board may specify. The Committee Board shall also make or provide for such adjustments in the number numbers 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 discretion shall determine 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 3(b) will be made only if and to the extent that such adjustment would not cause any Option Right option intended to qualify as an Incentive Stock Option to fail to so qualify. View More
Adjustments. The Committee Board shall make or provide for such adjustments in the number of and kind numbers of shares of Common Stock covered by outstanding Option Rights and Rights, Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units and and, if applicable, in the number of shares of Common Stock covered by other awards granted pursuant to Section 10 hereof, in the Option Price and Base Price provided in outstanding Option Rights and Appreciation Rights, an...d in the kind of shares covered thereby, and in other award 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 or Optionees that otherwise would result from (a) (i) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) Corporation, or (ii) 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) (iii) any other corporate transaction or event having an effect similar to any of the foregoing. foregoing; however, in the event of any such transaction or event, any adjustments shall be in compliance with or maintain exemption from Section 409A of the Code. Such adjustments shall be made automatically, without the necessity of Board action, on the customary arithmetical basis in the case of any stock split, including a stock split effected by means of a stock dividend, and in the case of any other dividend paid in shares of Common Stock; however, any adjustment shall be in compliance with or maintain exemption from Section 409A of the Code. Moreover, in the event of any such transaction or event specified in this Section 12, the Board, in its discretion, and subject to ensuring compliance with or in exemption from Section 409A of the event of a Change in Control, the Committee Code, 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 determine, in good faith, may determine 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. replaced. In addition, for each Option Right or Appreciation Right with an Option Price or Base Price greater than the consideration offered in connection with any such transaction or event or Change in Control, event, the Compensation Committee may in its discretion elect to cancel such Option Right or Appreciation Right without any payment to the person holding such Option Right or Appreciation Right. The Committee Board also shall also make or provide for such adjustments in the number numbers 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; 12; provided, however, that any such adjustment to the number specified in Section 3(c) of this Plan 3(b) 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 so to so qualify. View More
Adjustments. The Committee Board shall make or provide for such adjustments in the number numbers of and kind of shares of Common Stock Ordinary Shares covered by outstanding Option Rights and Rights, Appreciation Rights, Restricted Stock Units, Performance Shares and Performance Units and granted hereunder and, if applicable, in the number of Ordinary Shares covered by other awards granted pursuant to Section 10 hereof, in the Option Price and Base Price provided in outstanding Option Rights and Appreciatio...n Rights, and in other award terms, the kind of shares covered thereby, 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 or Optionees 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, 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. The Board shall also make or provide for such adjustments in the numbers of Shares specified in Section 3 of this Plan as is appropriate to reflect any transaction or event described in the preceding sentence. Any such adjustment to the number specified in Section 3(b)(i) shall be made in such manner as to not cause any option intended to qualify as an Incentive Stock Option to fail so to qualify. Moreover, in the event of any such transaction or event or in the event of a Change in Control, the Committee Board, in its discretion, 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, 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. replaced. In addition, for each Option Right or Appreciation Right with an Option Price or Base Price greater than the consideration offered in connection with any such transaction or event or Change in Control, the Committee Board may in its discretion elect to cancel such Option Right or Appreciation Right without any payment to the person holding such Option Right or Appreciation 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 Committee shall make or provide for such adjustments in the number of and kind of shares numbers of Common Stock Shares covered by outstanding Option Rights Rights, Appreciation Rights, Performance Shares, Deferred Shares and Restricted Stock Units and share-based awards described in Section 10 of the Plan granted hereunder, in the Option Price and Base Price provided in outstanding Option Rights Appreciation Rights, and in other award terms, the kind of shares covered thereby, as the Commit...tee, in its sole discretion, exercised in good faith, determines may determine is equitably required to prevent dilution or enlargement of the rights of Participants or Optionees 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, including the share split that is contemplated to be effective prior to the Company's proposed initial public offering (if any), 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 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 such alternative consideration (including cash), if any, as it, in good faith, 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 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 numbers of shares of Common Stock specified in Section 3 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; 12; provided, however, that any such adjustment to the number specified in Section 3(c) of this Plan will 3(c)(i) shall 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 so to so qualify. In no event shall any adjustment be required under this Section 12 if the Committee determines that such action could cause an award to fail to satisfy the conditions of an applicable exception from the requirements of Section 409A of the Code or otherwise could subject a Participant to the additional tax imposed under Section 409A in respect of an outstanding award. View More
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 Stock Options, SARs, Restricted Stock, RSUs, DSUs, and Restricted Stock Units and Performance Shares granted hereunder and, if applicable, in the Option Price number of and kind of shares of Stock covered by other Awards granted pursuant to section 14 of this Plan, in the exercise price and base price provided in outstanding Option Rights Stock Options... and SARs, respectively, in Performance Cash Awards, 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, 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 transaction or event 12 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 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 Awards so replaced in a manner that complies with Code Section 409A of the Code. 409A. In addition, for each Stock Option Right or SAR with an Option Price exercise price or base price, respectively, 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 Stock Option Right or SAR without any payment to the person holding such Stock Option Right. or SAR. The Committee shall also make or provide for such adjustments in the number of shares of Common Stock specified in Section 3 section 5 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; section 16; provided, however, that any such adjustment to the number specified in Section 3(c) section 5(b) of this Plan will be made only if and to the extent that such adjustment would not cause any Stock Option Right intended to qualify as an Incentive Stock Option to fail to so qualify. View More
