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Adjustments Clause Example with 8 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. Upon the occurrence of any of the following events, an optionee's rights with respect to Options granted to him hereunder shall be adjusted as hereinafter provided, unless otherwise specifically provided in the written agreement between the optionee and the Company relating to such Option: A. If the shares of Common Stock shall be subdivided or combined into a greater or small number of shares of it the Company shall issue any shares of Common Stock as a stock dividend on its outstanding Common ...Stock, the number of shares 6 of Common Stock deliverable upon the exercise of Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the purchase price per share to reflect such subdivision, combination or stock dividend. B. If the Company is to be consolidated with or acquired by another entity in a merger, sale of all or substantially all of the Company's assets or otherwise (an "Acquisition"), the Committee or the Board of Directors of any entity assuming the obligations of the Company hereunder (the "Successor Board"), shall, as to outstanding Options, either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock in connection with the Acquisition; or (ii) upon written notice to the optionees, provided that all Options must be exercised, to the extent then exercisable, within a specified number of days of the date of such notice, at the end of which period the Options shall terminate; or (iii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares subject to such Options (to the extent then exercisable) over the exercise price thereof. C. In the event of a recapitalization or reorganization of the Company (other than a transaction described in subparagraph B above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, an optionee upon exercising an Option shall be entitled to receive for the purchase price paid upon such exercise the securities he would have received if he had exercised his Option prior to such recapitalization or reorganization. D. Notwithstanding the foregoing, any adjustments made pursuant to subparagraphs A, B, or C with respect to ISOs shall be made only after the Committee, after consulting with counsel for the Company, determines whether such adjustments would constitute a "modification" of such ISOs (as that term is defined in Section 425 of the Code) or would cause any adverse tax consequences for the holders of such ISOs. If the Committee determines that such adjustments made with respect to ISOs would constitute a modification of such ISOs, it may refrain from making such adjustments. E. In the event of the proposed dissolution or liquidating of the Company, each Option will terminate immediately prior to the consummation of such proposed action or at such other time and subject to such other conditions as shall be determined by the Committee. F. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to Options. No adjustments shall be made for dividends paid in cash or in property other than securities of the Company. 7 G. No fractional shares shall be issued under the Plan and the optionee shall receive from the Company cash in lieu of such fractional shares. H. Upon the happening of any of the foregoing events described in subparagraphs A, B, and C above, the class and aggregate number of shares set forth in paragraph 6 hereof that are subject to Stock Rights which previously have been or subsequently may be granted under the Plan shall also be appropriately adjusted to reflect the events described in such subparagraphs. The Committee or the Successor Board shall determine the specific adjustments to be made under this paragraph 13 and, subject to paragraph 2, its determination shall be conclusive. If any person or entity owning restricted Common Stock obtained by exercise of a Stock Right made hereunder receives shares of securities or cash in connection with a corporate transaction described in subparagraphs A, B, or C above as a result of owning such restricted Common Stock, such shares or securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such shares or securities or cash were issued, unless otherwise determined by the Committee or the Successor Board.
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MAJOR LEAGUE FOOTBALL INC contract
Variations of a "Adjustments" Clause from Business Contracts
Adjustments. Upon the occurrence of any of the following events, an optionee's the Participant's rights with respect to Options granted the Option, except to him hereunder the extent previously exercised shall be adjusted as hereinafter provided, unless otherwise specifically provided in the written agreement between the optionee provided: A. Stock Dividends and Stock Splits. If (i) shares of common stock of the Company relating to such Option: A. If the shares of Common Stock shall be subdivided or combined... into a greater or small smaller number of shares of it or if the Company shall issue any shares of Common Stock common stock as a stock dividend on its outstanding Common Stock, common stock, or (ii) additional shares or new or different shares or other securities of the number Company or other non-cash assets are distributed with respect to such shares of shares 6 of Common Stock common stock, the Shares deliverable upon the exercise of Options the Option shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made including, in the purchase price Purchase Price per share Share to reflect such subdivision, combination or stock dividend. events. B. Corporate Transactions. If the Company is to be consolidated with or acquired by another entity in a merger, sale of all or substantially all of the Company's assets or otherwise (an "Acquisition"), other than a 4 transaction to merely change the Committee or state of incorporation (a "Corporate Transaction"), the Board of Directors of the Company or, if applicable, a committee of the Board of Directors or the board of directors of any entity assuming the obligations of the Company hereunder (the "Successor Board"), shall, as to outstanding Options, the unexercised portion of the Option, either (i) make appropriate provision for the continuation of such Options the Option by substituting on an equitable basis for the shares then subject to such Options Shares either the consideration payable with respect to the outstanding shares of Common Stock common stock in connection with the Acquisition; Corporate Transaction or securities of any successor or acquiring entity; or (ii) upon written notice to the optionees, provided Participant, provide that all Options the Option must be exercised, to the extent then exercisable, within a specified number of days of the date of such notice, at the end of which period the Options Option shall terminate; terminate (the Option shall for purposes of this clause (ii) be made fully vested and exercisable immediately prior to its termination); or (iii) terminate all Options the Option in exchange for a cash payment equal to the excess of the fair market value Fair Market Value of the shares subject to such Options (to the extent then exercisable) Shares over the exercise price thereof. Purchase Price thereof (the Option shall for purposes of this clause (iii) be made fully vested and immediately exercisable immediately prior to its termination). C. [RESERVED.] D. Recapitalization or Reorganization. In the event of a recapitalization or reorganization of the Company (other other than a transaction described in subparagraph B above) Corporate Transaction pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, an optionee common stock of the Company, the Participant upon exercising an the Option after the recapitalization or the reorganization shall be entitled to receive for the purchase price paid upon such exercise the number of replacement securities he which would have been received if he the Option had been exercised his Option prior to such recapitalization or reorganization. D. Notwithstanding the foregoing, any adjustments made pursuant to subparagraphs A, B, E. Dissolution or C with respect to ISOs shall be made only after the Committee, after consulting with counsel for the Company, determines whether such adjustments would constitute a "modification" of such ISOs (as that term is defined in Section 425 Liquidation of the Code) or would cause any adverse tax consequences for Company. Upon the holders of such ISOs. If the Committee determines that such adjustments made with respect to ISOs would constitute a modification of such ISOs, it may refrain from making such adjustments. E. In the event of the proposed dissolution or liquidating liquidation of the Company, each the Option will terminate and become null and void; provided, however, that if the rights of the Participant or the Participant's Survivors have not otherwise terminated and expired, the Participant or the Participant's Survivors will have the right immediately prior to such dissolution or liquidation to exercise the consummation Option to the extent that the Option is exercisable as of such proposed action or at such other time and subject the date immediately prior to such other conditions as shall be determined by the Committee. F. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, dissolution or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to Options. No adjustments shall be made for dividends paid in cash or in property other than securities of the Company. 7 G. No fractional shares shall be issued under the Plan and the optionee shall receive from the Company cash in lieu of such fractional shares. H. Upon the happening of any of the foregoing events described in subparagraphs A, B, and C above, the class and aggregate number of shares set forth in paragraph 6 hereof that are subject to Stock Rights which previously have been or subsequently may be granted under the Plan shall also be appropriately adjusted to reflect the events described in such subparagraphs. The Committee or the Successor Board shall determine the specific adjustments to be made under this paragraph 13 and, subject to paragraph 2, its determination shall be conclusive. If any person or entity owning restricted Common Stock obtained by exercise of a Stock Right made hereunder receives shares of securities or cash in connection with a corporate transaction described in subparagraphs A, B, or C above as a result of owning such restricted Common Stock, such shares or securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such shares or securities or cash were issued, unless otherwise determined by the Committee or the Successor Board. liquidation.
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Adjustments. Upon the occurrence of any of the following events, an optionee's the rights with respect to Options of a recipient of a Stock Right granted to him hereunder shall be adjusted as hereinafter provided, unless otherwise specifically provided in the written agreement between the optionee recipient and the Company relating to such Option: A. Stock Right. (a) If the shares of Common Stock shall be subdivided or combined into a greater or small smaller number of shares of it or if the Company shall is...sue any shares of Common Stock as a stock dividend on its outstanding Common Stock, the number of shares 6 of Common Stock deliverable upon the exercise of Options outstanding Stock Rights shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the purchase price (if any) per share to reflect such subdivision, combination or stock dividend. B. (b) If the Company is to be consolidated with or acquired by another entity in a merger, sale of all or substantially all of the Company's assets or otherwise (an "Acquisition"), unless otherwise provided by the Board or Committee, in its sole discretion, the Board or Committee or the Board board of Directors directors of any entity assuming the obligations of the Company hereunder (the "Successor Board"), Board") shall, as to outstanding Options, either (i) Stock Rights, make appropriate provision for the continuation of such Options Stock Rights by substituting on either assumption of such Stock Rights or by substitution of such Stock Rights with an equitable basis equivalent award. If the Board, the Committee, or the Successor Board does not make appropriate provisions for the shares then subject to continuation of such Options Stock Rights by either assumption or substitution, unless otherwise provided by the consideration payable with respect Board or Committee in its sole discretion, Stock Rights shall become vested and fully and immediately exercisable and all forfeiture restrictions shall be waived and all Stock Rights not exercised at the time of the closing of such Acquisition shall terminate notwithstanding anything to the outstanding shares of Common Stock contrary in connection with the Acquisition; or (ii) upon written notice to the optionees, provided that all Options must be exercised, to the extent then exercisable, within a specified number of days of the date of such notice, at the end of which period the Options shall terminate; or (iii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares subject to such Options (to the extent then exercisable) over the exercise price thereof. C. Section 9 hereof. (c) In the event of a transaction, including without limitation, a recapitalization or reorganization of the Company Company, a separation or spin-off of a subsidiary, business unit, or division of the Company, or other similar transaction (other than a transaction described in subparagraph B subsection (b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, an optionee or grantee upon exercising an Option a Stock Right shall be entitled to receive for the purchase price paid upon such exercise the securities he or she would have received if he or she had exercised his Option the Stock Right immediately prior to such recapitalization or reorganization. D. Notwithstanding the foregoing, any adjustments made pursuant to subparagraphs A, B, or C with respect to ISOs shall be made only after the Committee, after consulting with counsel for the Company, determines whether such adjustments would constitute a "modification" of such ISOs (as that term is defined in Section 425 of the Code) or would cause any adverse tax consequences for the holders of such ISOs. If the Committee determines that such adjustments made with respect to ISOs would constitute a modification of such ISOs, it may refrain from making such adjustments. E. (d) In the event of the proposed dissolution or liquidating liquidation of the Company, each Option Stock Right will terminate immediately prior to the consummation of such proposed action or at such other time and subject to such other conditions as shall be determined by the Board or Committee. F. (e) Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to Options. Stock Right. No adjustments shall be made for dividends paid in cash or in property other than securities Common Stock of the Company. 7 G. (f) No fractional shares shall be issued under the Plan and the any optionee who would otherwise be entitled to receive a fraction of a share upon exercise of a Stock Right shall receive from the Company cash in lieu of such fractional shares. H. shares in an amount equal to the fair market value of such fractional shares, as determined in the sole discretion of the Board or Committee. (g) Upon the happening of any of the foregoing events described in subparagraphs A, B, and C subsections (a), (b) or (c) above, the class and aggregate number of shares set forth in paragraph 6 Section 4 hereof that are subject to Stock Rights which that previously have been or subsequently may be granted under the Plan shall also be appropriately adjusted to reflect the events described in such subparagraphs. described. The Board or Committee or the Successor Board shall determine the specific adjustments to be made under this paragraph Section 13 and, subject to paragraph Section 2, its determination shall be conclusive. If any person or entity owning restricted Common Stock obtained by exercise of a Stock Right made hereunder receives shares of securities or cash in connection with a corporate transaction described in subparagraphs A, B, or C above as a result of owning such restricted Common Stock, such shares or securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such shares or securities or cash were issued, unless otherwise determined by the Committee or the Successor Board.
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Novan, Inc. contract
Adjustments. Upon the occurrence of any of the following events, an optionee's the Optionee's rights with respect to Options granted to him such Optionee hereunder shall be adjusted as hereinafter provided, provided unless otherwise specifically provided in the a written agreement between the optionee Optionee and the Company relating to such Option: A. Options: 3 (a) If the shares of Common Stock shall be subdivided or combined into a greater or small smaller number of shares of it shares, respectively, or ...if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the number of shares 6 of Common Stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the purchase exercise price per share to reflect such subdivision, combination or stock dividend. B. dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity in a merger, sale pursuant to an acquisition, the board of all or substantially all of the Company's assets or otherwise (an "Acquisition"), the Committee or the Board of Directors directors of any entity assuming the obligations of the Company hereunder (the "Successor Board"), shall, as to outstanding Options, Board") shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with the Acquisition; such acquisition or (ii) upon written notice to the optionees, provided that all Options must be exercised, to the extent then exercisable, within a specified number of days of the date of such notice, at the end of which period the Options shall terminate; or (iii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options (to the extent then exercisable) over the exercise price thereof. C. thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in subparagraph B Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, an optionee the Optionee upon exercising an Option the Options shall be entitled to receive for the purchase price paid upon such exercise exercise, the securities he such Optionee would have received if he such Optionee had exercised his Option such Optionee's Options prior to such recapitalization or reorganization. D. Notwithstanding the foregoing, any adjustments made pursuant to subparagraphs A, B, or C with respect to ISOs shall be made only after the Committee, after consulting with counsel for the Company, determines whether such adjustments would constitute a "modification" of such ISOs (as that term is defined in Section 425 of the Code) or would cause any adverse tax consequences for the holders of such ISOs. If the Committee determines that such adjustments made with respect to ISOs would constitute a modification of such ISOs, it may refrain from making such adjustments. E. In the event of the proposed dissolution or liquidating of the Company, each Option will terminate immediately prior to the consummation of such proposed action or at such other time and subject to such other conditions as shall be determined by the Committee. F. reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of stock Common Stock of any class, class or securities convertible into shares of stock Common Stock of any class, class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company. 7 G. Company; (e) No fractional shares shall be issued under the Plan and the optionee Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares. H. Upon the happening of any of the foregoing events described in subparagraphs A, B, and C above, the class and aggregate number of shares set forth in paragraph 6 hereof that are subject to Stock Rights which previously have been shares; or subsequently may be granted under the Plan shall also be appropriately adjusted to reflect the events described in such subparagraphs. (f) The Committee Board or the Successor Board shall determine the specific adjustments to be made under this paragraph 13 and, subject to paragraph 2, Section 9, and its determination shall be conclusive. If any person or entity owning restricted Common Stock obtained by exercise of a Stock Right made hereunder the Optionee receives shares of securities or cash in connection with a corporate transaction described in subparagraphs A, B, Section 9(a), (b) or C (c) above as a result of owning such restricted Common Stock, such shares or securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such shares or securities or cash were issued, unless otherwise determined by the Committee Board or the Successor Board.
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ACTIVECARE, INC. contract
Adjustments. Upon the occurrence of any of the following events, an optionee's the Optionee's rights with respect to Options granted to him such Optionee hereunder shall be adjusted as hereinafter provided, provided unless otherwise specifically provided in the a written agreement between the optionee Optionee and the Company relating to such Option: A. Options: (a) If the shares of Common Stock shall be subdivided or combined into a greater or small smaller number of shares of it shares, respectively, or if... the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the number of shares 6 of Common Stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the purchase exercise price per share to reflect such subdivision, combination or stock dividend. B. dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity in a merger, sale pursuant to an acquisition, the board of all or substantially all of the Company's assets or otherwise (an "Acquisition"), the Committee or the Board of Directors directors of any entity assuming the obligations of the Company hereunder (the "Successor Board"), shall, as to outstanding Options, Board") shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with the Acquisition; such acquisition or (ii) upon written notice to the optionees, provided that all Options must be exercised, to the extent then exercisable, within a specified number of days of the date of such notice, at the end of which period the Options shall terminate; or (iii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options (to the extent then exercisable) over the exercise price thereof. C. thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in subparagraph B Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, an optionee the Optionee upon exercising an Option the Options shall be entitled to receive for the purchase price paid upon such exercise exercise, the securities he such Optionee would have received if he such Optionee had exercised his Option such Optionee's Options prior to such recapitalization or reorganization. D. Notwithstanding the foregoing, any adjustments made pursuant to subparagraphs A, B, or C with respect to ISOs shall be made only after the Committee, after consulting with counsel for the Company, determines whether such adjustments would constitute a "modification" of such ISOs (as that term is defined in Section 425 of the Code) or would cause any adverse tax consequences for the holders of such ISOs. If the Committee determines that such adjustments made with respect to ISOs would constitute a modification of such ISOs, it may refrain from making such adjustments. E. In the event of the proposed dissolution or liquidating of the Company, each Option will terminate immediately prior to the consummation of such proposed action or at such other time and subject to such other conditions as shall be determined by the Committee. F. reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of stock Common Stock of any class, class or securities convertible into shares of stock Common Stock of any class, class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company. 7 G. Company; (e) No fractional shares shall be issued under the Plan and the optionee Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares. H. Upon the happening of any of the foregoing events described in subparagraphs A, B, and C above, the class and aggregate number of shares set forth in paragraph 6 hereof that are subject to Stock Rights which previously have been shares; or subsequently may be granted under the Plan shall also be appropriately adjusted to reflect the events described in such subparagraphs. (f) The Committee Board or the Successor Board shall determine the specific adjustments to be made under this paragraph 13 and, subject to paragraph 2, Section 9, and its determination shall be conclusive. If any person or entity owning restricted Common Stock obtained by exercise of a Stock Right made hereunder the Optionee receives shares of securities or cash in connection with a corporate transaction described in subparagraphs A, B, Section 9(a), (b) or C (c) above as a result of owning such restricted Common Stock, such shares or securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such shares or securities or cash were issued, unless otherwise determined by the Committee Board or the Successor Board.
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ACTIVECARE, INC. contract
Adjustments. Upon the occurrence of any of the following events, an optionee's the Optionee's rights with respect to Options granted to him such Optionee hereunder shall be adjusted as hereinafter provided, provided unless otherwise specifically provided in the a written agreement between the optionee Optionee and the Company relating to such Option: A. Options: 4 (a) If the shares of Common Stock shall be subdivided or combined into a greater or small smaller number of shares of it shares, respectively, or ...if the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the number of shares 6 of Common Stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the purchase exercise price per share to reflect such subdivision, combination or stock dividend. B. dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity in a merger, sale pursuant to an acquisition, the board of all or substantially all of the Company's assets or otherwise (an "Acquisition"), the Committee or the Board of Directors directors of any entity assuming the obligations of the Company hereunder (the "Successor Board"), shall, as to outstanding Options, Board") shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with the Acquisition; such acquisition or (ii) upon written notice to the optionees, provided that all Options must be exercised, to the extent then exercisable, within a specified number of days of the date of such notice, at the end of which period the Options shall terminate; or (iii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options (to the extent then exercisable) over the exercise price thereof. C. thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in subparagraph B Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, an optionee the Optionee upon exercising an Option the Options shall be entitled to receive for the purchase price paid upon such exercise exercise, the securities he such Optionee would have received if he such Optionee had exercised his Option such Optionee's Options prior to such recapitalization or reorganization. D. Notwithstanding the foregoing, any adjustments made pursuant to subparagraphs A, B, or C with respect to ISOs shall be made only after the Committee, after consulting with counsel for the Company, determines whether such adjustments would constitute a "modification" of such ISOs (as that term is defined in Section 425 of the Code) or would cause any adverse tax consequences for the holders of such ISOs. If the Committee determines that such adjustments made with respect to ISOs would constitute a modification of such ISOs, it may refrain from making such adjustments. E. In the event of the proposed dissolution or liquidating of the Company, each Option will terminate immediately prior to the consummation of such proposed action or at such other time and subject to such other conditions as shall be determined by the Committee. F. reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of stock Common Stock of any class, class or securities convertible into shares of stock Common Stock of any class, class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company. 7 G. Company; (e) No fractional shares shall be issued under the Plan and the optionee Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares. H. Upon the happening of any of the foregoing events described in subparagraphs A, B, and C above, the class and aggregate number of shares set forth in paragraph 6 hereof that are subject to Stock Rights which previously have been shares; or subsequently may be granted under the Plan shall also be appropriately adjusted to reflect the events described in such subparagraphs. (f) The Committee Board or the Successor Board shall determine the specific adjustments to be made under this paragraph 13 and, subject to paragraph 2, Section 9, and its determination shall be conclusive. If any person or entity owning restricted Common Stock obtained by exercise of a Stock Right made hereunder the Optionee receives shares of securities or cash in connection with a corporate transaction described in subparagraphs A, B, Section 9(a), (b) or C (c) above as a result of owning such restricted Common Stock, such shares or securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such shares or securities or cash were issued, unless otherwise determined by the Committee Board or the Successor Board.
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Adjustments. Upon the occurrence of any of the following events, an optionee's the Optionee's rights with respect to Options granted to him such Optionee hereunder shall be adjusted as hereinafter provided, provided unless otherwise specifically provided in the a written agreement between the optionee Optionee and the Company relating to such Option: A. Options: (a) If the shares of Common Stock shall be subdivided or combined into a greater or small smaller number of shares of it shares, respectively, or if... the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the number of shares 6 of Common Stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the purchase exercise price per share to reflect such subdivision, combination or stock dividend. B. dividend, as applicable; 3 (b) If the Company is to be consolidated with or acquired by another entity in a merger, sale pursuant to an acquisition, the board of all or substantially all of the Company's assets or otherwise (an "Acquisition"), the Committee or the Board of Directors directors of any entity assuming the obligations of the Company hereunder (the "Successor Board"), shall, as to outstanding Options, Board") shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with the Acquisition; such acquisition or (ii) upon written notice to the optionees, provided that all Options must be exercised, to the extent then exercisable, within a specified number of days of the date of such notice, at the end of which period the Options shall terminate; or (iii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options (to the extent then exercisable) over the exercise price thereof. C. thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in subparagraph B Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, an optionee the Optionee upon exercising an Option the Options shall be entitled to receive for the purchase price paid upon such exercise exercise, the securities he such Optionee would have received if he such Optionee had exercised his Option such Optionee's Options prior to such recapitalization or reorganization. D. Notwithstanding the foregoing, any adjustments made pursuant to subparagraphs A, B, or C with respect to ISOs shall be made only after the Committee, after consulting with counsel for the Company, determines whether such adjustments would constitute a "modification" of such ISOs (as that term is defined in Section 425 of the Code) or would cause any adverse tax consequences for the holders of such ISOs. If the Committee determines that such adjustments made with respect to ISOs would constitute a modification of such ISOs, it may refrain from making such adjustments. E. In the event of the proposed dissolution or liquidating of the Company, each Option will terminate immediately prior to the consummation of such proposed action or at such other time and subject to such other conditions as shall be determined by the Committee. F. reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of stock Common Stock of any class, class or securities convertible into shares of stock Common Stock of any class, class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company. 7 G. Company; (e) No fractional shares shall be issued under the Plan and the optionee Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares. H. Upon the happening of any of the foregoing events described in subparagraphs A, B, and C above, the class and aggregate number of shares set forth in paragraph 6 hereof that are subject to Stock Rights which previously have been shares; or subsequently may be granted under the Plan shall also be appropriately adjusted to reflect the events described in such subparagraphs. (f) The Committee Board or the Successor Board shall determine the specific adjustments to be made under this paragraph 13 and, subject to paragraph 2, Section 9, and its determination shall be conclusive. If any person or entity owning restricted Common Stock obtained by exercise of a Stock Right made hereunder the Optionee receives shares of securities or cash in connection with a corporate transaction described in subparagraphs A, B, Section 9(a), (b) or C (c) above as a result of owning such restricted Common Stock, such shares or securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such shares or securities or cash were issued, unless otherwise determined by the Committee Board or the Successor Board.
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Adjustments. Upon the occurrence of any of the following events, an optionee's the Optionee's rights with respect to Options granted to him such Optionee hereunder shall be adjusted as hereinafter provided, provided unless otherwise specifically provided in the a written agreement between the optionee Optionee and the Company relating to such Option: A. Options: (a) If the shares of Common Stock shall be subdivided or combined into a greater or small smaller number of shares of it shares, respectively, or if... the Company shall issue any shares of its Common Stock as a stock dividend on its outstanding shares of Common Stock, the number of shares 6 of Common Stock deliverable upon the exercise of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the purchase exercise price per share to reflect such subdivision, combination or stock dividend. B. dividend, as applicable; (b) If the Company is to be consolidated with or acquired by another entity in a merger, sale pursuant to an acquisition, the board of all or substantially all of the Company's assets or otherwise (an "Acquisition"), the Committee or the Board of Directors directors of any entity assuming the obligations of the Company hereunder (the "Successor Board"), shall, as to outstanding Options, Board") shall either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock of the Company in connection with the Acquisition; such acquisition or (ii) upon written notice to the optionees, provided that all Options must be exercised, to the extent then exercisable, within a specified number of days of the date of such notice, at the end of which period the Options shall terminate; or (iii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options (to the extent then exercisable) over the exercise price thereof. C. thereof; (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in subparagraph B Section 9(b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, an optionee the Optionee upon exercising an Option the Options shall be entitled to receive for the purchase price paid upon such exercise exercise, the securities he such Optionee would have received if he such Optionee had exercised his Option such Optionee's Options prior to such recapitalization or reorganization. D. Notwithstanding the foregoing, any adjustments made pursuant to subparagraphs A, B, or C with respect to ISOs shall be made only after the Committee, after consulting with counsel for the Company, determines whether such adjustments would constitute a "modification" of such ISOs (as that term is defined in Section 425 of the Code) or would cause any adverse tax consequences for the holders of such ISOs. If the Committee determines that such adjustments made with respect to ISOs would constitute a modification of such ISOs, it may refrain from making such adjustments. E. In the event of the proposed dissolution or liquidating of the Company, each Option will terminate immediately prior to the consummation of such proposed action or at such other time and subject to such other conditions as shall be determined by the Committee. F. reorganization; (d) Except as expressly provided herein, no issuance by the Company of shares of stock Common Stock of any class, class or securities convertible into shares of stock Common Stock of any class, class shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of the Company. 7 G. Company; (e) No fractional shares shall be issued under the Plan and the optionee Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional shares. H. Upon the happening of any of the foregoing events described in subparagraphs A, B, and C above, the class and aggregate number of shares set forth in paragraph 6 hereof that are subject to Stock Rights which previously have been shares; or subsequently may be granted under the Plan shall also be appropriately adjusted to reflect the events described in such subparagraphs. (f) The Committee Board or the Successor Board shall determine the specific adjustments to be made under this paragraph 13 and, subject to paragraph 2, Section 9, and its determination shall be conclusive. If any person or entity owning restricted Common Stock obtained by exercise of a Stock Right made hereunder the Optionee receives shares of securities or cash in connection with a corporate transaction described in subparagraphs A, B, Section 9(a), (b) or C (c) above as a result of owning such restricted Common Stock, such shares or securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such shares or securities or cash were issued, unless otherwise determined by the Committee Board or the Successor Board.
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Attis Industries Inc. contract
Adjustments. Upon the occurrence of any of the following events, an optionee's rights with respect to Options granted to him the optionee hereunder shall be adjusted as hereinafter provided, unless otherwise specifically provided in the written agreement between the optionee and the Company relating to such Option: A. (a) Stock Dividends and Stock Splits. If the shares of Common Stock shall be subdivided or combined into a greater or small smaller number of shares of it or if the Company shall issue any shar...es of Common Stock as a stock dividend on its outstanding Common Stock, the number of shares 6 of Common Stock deliverable upon the exercise of Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the purchase price per share to reflect such subdivision, combination or stock dividend. B. If (b) Assumption of Options by Successors. In the event of a dissolution or liquidation of the Company, a merger in which the Company is to be consolidated with not the surviving corporation, or acquired by another entity in a merger, the sale of all or substantially all of the Company's assets or otherwise (an "Acquisition"), of the Company, the Committee or may in its sole discretion accelerate the Board of Directors exercisability of any entity assuming or all outstanding Options so that such Options would be exercisable in full prior to the obligations of the Company hereunder (the "Successor Board"), shall, as to outstanding Options, either (i) make appropriate provision for the continuation consummation of such Options by substituting dissolution, liquidation, merger or sale of assets at such times and on an equitable basis for such conditions as the shares then subject to such Options Committee shall determine, unless the consideration payable with respect to successor corporation, if any, assumes the outstanding shares of Common Stock in connection with the Acquisition; Options or (ii) upon written notice to the optionees, provided that all Options must be exercised, to the extent then exercisable, within a specified number of days of the date of such notice, at the end of which period the Options shall terminate; substitutes substantially equivalent options. (c) Recapitalization or (iii) terminate all Options in exchange for a cash payment equal to the excess of the fair market value of the shares subject to such Options (to the extent then exercisable) over the exercise price thereof. C. Reorganization. In the event of a recapitalization or reorganization of the Company (other than a transaction described in subparagraph B subsection (b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, an optionee upon exercising an Option shall be entitled to receive for the purchase price paid upon such exercise the securities he the optionee would have received if he the optionee had exercised his the Option prior to such recapitalization or reorganization. D. (d) Modification of ISOs. Notwithstanding the foregoing, any adjustments made pursuant to subparagraphs A, B, subsections (a), (b) or C (c) with respect to ISOs shall be made only after the Committee, after consulting with counsel for the Company, determines whether such adjustments would constitute a "modification" of such ISOs (as that term is defined in Section 425 of the Code) or would cause any adverse tax consequences for the holders of such ISOs. If the Committee determines that such adjustments made with respect to ISOs would constitute a modification of such ISOs, it may refrain from making such adjustments. E. (e) Dissolution or Liquidation. In the event of the proposed dissolution or liquidating liquidation of the Company, each Option will terminate immediately prior to the consummation of such proposed action or at such other time and subject to such other conditions as shall be determined by the Committee. F. (f) Issuances of Securities. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to Options. No adjustments shall be made for dividends paid in cash or in property other than securities of the Company. 7 G. (g) Fractional Shares. No fractional shares shall be issued under the Plan and the optionee shall receive from the Company cash in lieu of such fractional shares. H. (h) Adjustments. Upon the happening of any of the foregoing events described in subparagraphs A, B, and C subsections (a), (b) or (c) above, the class and aggregate number of shares set forth in paragraph 6 Section 4 hereof that are subject to Stock Rights which previously have been or subsequently may be granted under the Plan shall also be appropriately adjusted to reflect the events described in such subparagraphs. subsections. The Committee or the Successor Board shall determine the specific adjustments to be made under this paragraph Section 13 and, subject to paragraph Section 2, its determination shall be conclusive. If any person or entity owning restricted Common Stock obtained by exercise of a Stock Right made hereunder receives shares of or securities or cash in connection with a corporate transaction described in subparagraphs A, B, subsections (a), (b) or C (c) above as a result of owning such restricted Common Stock, such shares or securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common Stock with respect to which such shares or securities or cash were issued, unless otherwise determined by the Committee or the Successor Board.
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