Adjustments Clause Example with 25 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. If any change is made to the outstanding Common Stock or the capital structure of the Company, if required, the shares of Common Stock shall be adjusted or terminated in any manner as contemplated by Section 10 of the Plan. 2 8. Tax Liability and Withholding. 8.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricte...d Stock and to take all such other action as the Administrator deems necessary to satisfy all obligations for the payment of such withholding taxes. 8.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("Tax-Related Items"), the ultimate liability for all Tax-Related Items is and remains the Grantee's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Grantee's liability for Tax-Related Items.View More
Variations of a "Adjustments" Clause from Business Contracts
Adjustments. If The Committee may permit the Participant to satisfy any change is made federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (a) Tendering a cash payment;(b) Authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the outstanding Common Stock or the capital structure Participant as a result of the Company, if required, vesting of the PSUs; provided, however, t...hat no shares of Common Stock shall be adjusted or terminated in any manner withheld with a value exceeding the Participant's maximum marginal income tax rates, including federal, state and local, as contemplated by Section 10 of the Plan. 2 8. Tax Liability and Withholding. 8.1 The Grantee shall be required to pay applicable; and(c) Delivering to the Company, Company previously owned and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount unencumbered shares of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Administrator deems necessary to satisfy all obligations for the payment of such withholding taxes. 8.2 Common Stock.11.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("Tax-Related Items"), the ultimate liability for all Tax-Related Items is and remains the Grantee's Participant's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock PSUs or the subsequent sale of any shares; shares, and (b) does not commit to structure the Restricted Stock PSUs to reduce or eliminate the Grantee's Participant's liability for Tax-Related Items. Items.12. Compliance with Law. The issuance and transfer of shares of Common Stock in connection with the PSUs shall be subject to compliance by the Company and the Participant with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company's shares of Common Stock may be listed. No shares of Common Stock shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. View More
Adjustments. If any change is made to the outstanding Common Stock shall at any time be changed or exchanged by exchanges of shares, recapitalization, merger, consolidation or other corporate reorganization in which the capital structure Company is the surviving corporation, the number of the Company, if required, the shares of Common Stock shall Awarded Shares may be adjusted or terminated in any manner as contemplated by Section 10 11 of the Plan. 2 3 8. Withholding; Tax Liability Liability. 8.1 Withholdin...g. If the Company, in its discretion, determines that it is obligated to withhold any tax in connection with the grant of the Awarded Shares to the Participant, the Participant must make arrangements satisfactory to the Company to pay or provide for any applicable federal, state and Withholding. 8.1 local withholding obligations of the Company. The Grantee shall be Participant may satisfy any federal, state or local tax withholding obligation relating to the Awarded Shares by any of the following means or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the award made pursuant to this Agreement; provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to pay be withheld by law; or (c) delivering to the Company, Company previously owned and the unencumbered shares of Common Stock. The Company shall have has the right to deduct withhold taxes from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Administrator deems necessary to satisfy all obligations for the payment of such withholding taxes. a Participant. 8.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("Tax-Related Items"), the ultimate liability for all Tax-Related Items is and remains the Grantee's Participant's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting, or vesting of any other action related to the Restricted Stock Awarded Shares or the subsequent sale of any shares; of the Award Shares and (b) does not commit to structure the Restricted Stock award made under this Agreement and pursuant to the Plan to reduce or eliminate the Grantee's Participant's liability for Tax-Related Items. 8.3 The Participant understands and agrees that (a) the Company will only recognize the Participant as a record holder of the Awarded Shares if the Participant has paid or made, prior to any relevant taxable or tax withholding event, as applicable, adequate arrangements satisfactory to the Company to satisfy any withholding obligation the Company may have for Tax-Related Items and (b) the Company has no obligation to deliver the Awarded Shares to or on behalf of the Participant until the Participant has satisfied the obligations in connection with the Tax-Related Items. View More
Adjustments. If any change is made to the outstanding Common Stock shall at any time be changed or exchanged by exchanges of shares, recapitalization, merger, consolidation or other corporate reorganization in which the capital structure Company is the surviving corporation, the number of the Company, if required, the shares of Common Stock shall Awarded Shares may be adjusted or terminated in any manner as contemplated by Section 10 11 of the Plan. 2 8. Withholding; Tax Liability Liability. 8.1 Withholding.... If the Company, in its discretion, determines that it is obligated to withhold any tax in connection with the grant of the Awarded Shares to the Participant, the Participant must make arrangements satisfactory to the Company to pay or provide for any applicable federal, state and Withholding. 8.1 local withholding obligations of the Company. The Grantee shall be Participant may satisfy any federal, state or local tax withholding obligation relating to the Awarded Shares by any of the following means or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the award made pursuant to this Agreement; provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to pay be withheld by law; or (c) delivering to the Company, Company previously owned and the unencumbered shares of Common Stock. The Company shall have has the right to deduct withhold taxes from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Administrator deems necessary to satisfy all obligations for the payment of such withholding taxes. a Participant. 8.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("Tax-Related Items"), the ultimate liability for all Tax-Related Items is and remains the Grantee's Participant's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting, or vesting of any other action related to the Restricted Stock Awarded Shares or the subsequent sale of any shares; of the Award Shares and (b) does not commit to structure the Restricted Stock award made under this Agreement and pursuant to the Plan to reduce or eliminate the Grantee's Participant's liability for Tax-Related Items. 8.3 The Participant understands and agrees that (a) the Company will only recognize the Participant as a record holder of the Awarded Shares if the Participant has paid or made, prior to any relevant taxable or tax withholding event, as applicable, adequate arrangements satisfactory to the Company to satisfy any withholding obligation the Company may have for Tax-Related Items and (b) the Company has no obligation to deliver the Awarded Shares to or on behalf of the Participant until the Participant has satisfied the obligations in connection with the Tax-Related Items. View More
Adjustments. If any change is made to the outstanding Common Stock or the capital structure 9.2Without limiting Section 9.1 of this Agreement, upon settlement of the Company, if required, the shares Restricted Stock Units as provided in Section 6 of Common Stock shall be adjusted or terminated in any manner as contemplated by Section 10 of the Plan. 2 8. Tax Liability and Withholding. 8.1 The Grantee shall be required to pay to the Company, and this Agreement, the Company shall have the right in its sole dis...cretion to deduct from any compensation paid withhold a portion of the Shares that have a Fair Market Value equal to the Grantee pursuant amount required to be withheld by the Company (or its Subsidiaries) to satisfy the applicable federal, state and local tax withholding requirements, domestic or foreign, unless the Company, in its sole discretion, requires the Participant to make 3 alternate arrangements satisfactory to the Plan, Company for such withholdings in advance of the amount arising of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Administrator deems necessary to satisfy all obligations for the payment of such withholding taxes. 8.2 Notwithstanding obligations. 9.3Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("Tax-Related Items"), the ultimate liability for all Tax-Related Items is and remains the Grantee's Participant's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units, grant or payment of Dividend Equivalents or the subsequent sale of any shares; Shares; and (b) does not commit to structure the Restricted Stock Units or Dividend Equivalents to reduce or eliminate the Grantee's Participant's liability for Tax-Related Items. Items.10.Clawback Policy. View More
Adjustments. If any change is made to the outstanding Common Stock or the capital structure 9.2Without limiting Section 9.1 of this Agreement, upon settlement of the Company, if required, the shares Restricted Stock Units as provided in Section 6 of Common Stock shall be adjusted or terminated in any manner as contemplated by Section 10 of the Plan. 2 8. Tax Liability and Withholding. 8.1 The Grantee shall be required to pay to the Company, and this Agreement, the Company shall have the right in its sole dis...cretion to deduct from any compensation paid withhold a portion of the Shares that have a Fair Market Value equal to the Grantee pursuant amount required to be withheld by the Company (or its Subsidiaries) to satisfy the applicable federal, state and local tax withholding requirements, domestic or foreign, unless the Company, in its sole discretion, requires the Participant to make alternate arrangements satisfactory to the Plan, Company for such withholdings in advance of the amount arising of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Administrator deems necessary to satisfy all obligations for the payment of such withholding taxes. 8.2 Notwithstanding obligations. 9.3Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("Tax-Related Items"), the ultimate liability for all Tax-Related Items is and remains the Grantee's Participant's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units, grant or payment of Dividend Equivalents or the subsequent sale of any shares; Shares; and (b) does not commit to structure the Restricted Stock Units or Dividend Equivalents to reduce or eliminate the Grantee's Participant's liability for Tax-Related Items. Items.10.Clawback Policy. View More
Adjustments. If any change is made to the outstanding Common Stock or the capital structure 9.2 Without limiting Section 9.1 of this Agreement, upon settlement of the Company, if required, the shares Restricted Stock Units as provided in Section 6 of Common Stock shall be adjusted or terminated in any manner as contemplated by Section 10 of the Plan. 2 8. Tax Liability and Withholding. 8.1 The Grantee shall be required to pay to the Company, and this Agreement, the Company shall have the right in its sole di...scretion to deduct from any compensation paid withhold a portion of the Shares that have a Fair Market Value equal to the Grantee pursuant amount required to be withheld by the Company (or its Subsidiaries) to satisfy the applicable federal, state and local tax withholding requirements, domestic or foreign, unless the Company, in its sole discretion, requires the Participant to make alternate arrangements satisfactory to the Plan, Company for such withholdings in advance of the amount arising of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Administrator deems necessary to satisfy all obligations for the payment of such withholding taxes. 8.2 obligations. 9.3 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("Tax-Related Items"), the ultimate liability for all Tax-Related Items is and remains the Grantee's Participant's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units, grant or payment of Dividend Equivalents or the subsequent sale of any shares; Shares; and (b) does not commit to structure the Restricted Stock Units or Dividend Equivalents to reduce or eliminate the Grantee's Participant's liability for Tax-Related Items. Items.10. View More
Adjustments. If any change is made to the outstanding Common Stock Shares or the capital structure of the Company, if required, the shares of Common Restricted Stock Units shall be adjusted or terminated in any manner as contemplated by Section 10 4.4 of the Plan. 2 8. Tax Liability and Withholding. 8.1 The Grantee shall be required to pay to 9.2 Without limiting Section 9.1 of this Agreement, upon settlement of the Company, and Restricted Stock Units as provided in Section 6 of this Agreement, the Company s...hall have the right in its sole discretion to deduct from any compensation paid withhold a portion of the Shares that have a Fair Market Value equal to the Grantee pursuant amount required to be withheld by the Company (or its Subsidiaries) to satisfy the applicable federal, state and local tax withholding requirements, domestic or foreign, unless the Company, in its sole discretion, requires the Participant to make alternate arrangements satisfactory to the Plan, Company for such withholdings in advance of the amount arising of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Administrator deems necessary to satisfy all obligations for the payment of such withholding taxes. 8.2 obligations. 9.3 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("Tax-Related Items"), the ultimate liability for all Tax-Related Items is and remains the Grantee's Participant's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units, grant or payment of Dividend Equivalents or the subsequent sale of any shares; Shares; and (b) does not commit to structure the Restricted Stock Units or Dividend Equivalents to reduce or eliminate the Grantee's Participant's liability for Tax-Related Items. Items.10. THIS SECTION INTENTIONALLY LEFT BLANK. View More
Adjustments. If any change is made to the outstanding Common Stock Shares or the capital structure of the Company, if required, the shares of Common Restricted Stock Units shall be adjusted or terminated in any manner as contemplated by Section 10 4.4 of the Plan. 2 8. Plan.9. Tax Liability Liability, Net Settlement and Withholding. 8.1 Withholding.9.1 The Grantee Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation compensation, including ...any Dividend Equivalents, paid to the Grantee Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units or Dividend Equivalents and to take all such other action as the Administrator Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. 8.2 taxes in accordance with Section 22.2 of the Plan. 9.2 Without limiting Section 9.1 of this Agreement, upon settlement of the Restricted Stock Units as provided in Section 6 of this Agreement, the Company shall have the right in its sole discretion to withhold a portion of the Shares that have a Fair Market Value equal to the amount required to be withheld by the Company (or its Subsidiaries) to satisfy the applicable federal, state and local tax withholding requirements, domestic or foreign, unless the Company, in its sole discretion, requires the Participant to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. 9.3 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("Tax-Related Items"), the ultimate liability for all Tax-Related Items is and remains the Grantee's Participant's responsibility and 5Exhibit 10.3 the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units, grant or payment of Dividend Equivalents or the subsequent sale of any shares; Shares; and (b) does not commit to structure the Restricted Stock Units or Dividend Equivalents to reduce or eliminate the Grantee's Participant's liability for Tax-Related Items. Items.10. THIS SECTION INTENTIONALLY LEFT BLANK. View More
Adjustments. If any change is made to the outstanding Common Stock or the capital structure of the Company, if required, the shares of Common Stock PSUs shall be adjusted or terminated in any manner as contemplated by Section 10 11 of the Plan. 2 8. Plan.10. Tax Liability and Withholding. 8.1 Withholding.10.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding... taxes in respect of the Restricted Stock PSUs and to take all such other action as the Administrator Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. 8.2 The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (a) tendering a cash payment. (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the PSUs. [[GRANTNUMBER]]3 (c) delivering to the Company previously owned and unencumbered shares of Common Stock.10.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("Tax-Related Items"), the ultimate liability for all Tax-Related Items is and remains the Grantee's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock PSUs or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock PSUs to reduce or eliminate the Grantee's liability for Tax-Related Items. Items.11. Compliance with Law. The issuance and transfer of shares of Common Stock shall be subject to compliance by the Company and the Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company's shares of Common Stock may be listed. No shares of Common Stock shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. View More
Adjustments. If any change is made to the outstanding Common Stock or the capital structure of the Company, if required, the shares of Common Restricted Stock shall Units may be adjusted or terminated in any manner as contemplated by Plan Section 10 of the Plan. 2 8. 7(b). -2- 9. Tax Liability and Withholding. 8.1 The Grantee 9.1 Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee Participant pursuant to the Plan, the a...mount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Administrator deems necessary to satisfy all obligations for the payment of such the withholding taxes. 8.2 The Administrator may permit Participant to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of the means: (a) tendering a cash payment. (b) authorizing the Company to withhold Shares from the Shares otherwise issuable or deliverable to Participant as a result of the vesting of the Restricted Stock Units; provided, however, that no Shares of shall be withheld with a value exceeding the maximum amount of tax required to be withheld by law. (c) delivering to the Company previously owned and unencumbered shares of Stock. 9.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("Tax-Related Items"), the ultimate liability for all Tax-Related Items is and remains the Grantee's Participant's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units or the subsequent sale of any shares; Shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the Grantee's Participant's liability for Tax-Related Items. View More
