Grouped Into 9 Collections of Similar Clauses From Business Contracts
This page contains Recapitalization clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Recapitalization. Subject to any required action by the shareholders of the Company, the number of Shares covered by this Option, and the Exercise Price thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of such shares effected without receipt of consideration by the Company; provided however that the conversion of any conve...rtible securities of the Company shall not be deemed having been "effected without receipt of consideration by the Company". In the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a "Reorganization"), unless otherwise provided by the Board, this Option shall terminate immediately prior to such date as is determined by the Board, which date shall be no later than the consummation of such Reorganization. In such event, if the entity which shall be the surviving entity does not tender to Optionee an offer, for which it has no obligation to do so, to substitute for any unexercised Option a stock option or capital stock of such surviving of such surviving entity, as applicable, which on an equitable basis shall provide the Optionee with substantially the same economic benefit as such unexercised Option, then the Board may grant to such Optionee, in its sole and absolute discretion and without obligation, the right for a period commencing thirty (30) days prior to and ending immediately prior to the date determined by the Board pursuant hereto for termination of the Option or during the remaining term of the Option, whichever is the lesser, to exercise any unexpired Option or Options without regard to the installment provisions of this Agreement; provided, however, that such exercise shall be subject to the consummation of such Reorganization. Subject to any required action by the shareholders of the Company, if the Company shall be the surviving entity in any merger or consolidation, this Option thereafter shall pertain to and apply to the securities to which a holder of Shares equal to the Shares subject to this Option would have been entitled by reason of such merger or consolidation, and the installment provisions of this Agreement shall continue to apply. In the event of a change in the shares of the Company as presently constituted, which is limited to a change of all of its authorized Stock with a par value into the same number of shares of Stock without a par value, the shares resulting from any such change shall be deemed to be the Shares within the meaning of this Option. To the extent that the foregoing adjustments relate to shares or securities of the Company, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as hereinbefore expressly provided, Optionee shall have no rights by reason of any subdivision or consolidation of shares of Stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number and price of Shares subject to this Option shall not be affected by, and no adjustments shall be made by reason of, any dissolution, liquidation, merger, consolidation or sale of assets or capital stock, or any issue by the Company of shares of stock of any class or securities convertible into shares of stock of any class. The grant of this Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve or liquidate or to sell or transfer all or any part of its business or assets.View More
Recapitalization. Subject to any required action by the shareholders of the Company, the number of Shares covered by this Option, and the Exercise Price thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of such shares effected without receipt of consideration by the Company; provided however that the conversion of any conve...rtible securities of the Company shall not be deemed having been "effected without receipt of consideration by the Company". Company." In the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a "Reorganization"), unless otherwise provided by the Board, this Option shall terminate immediately prior to such date as is determined by the Board, which date shall be no later than the consummation of such Reorganization. In such event, proposed action, unless otherwise provided by the Board; provided, however, if the entity which Optionee shall be a consultant at the surviving entity does not tender time such Reorganization is approved by the stockholders, Optionee shall have the right to Optionee an offer, for which it has no obligation exercise this Option but only to do so, to substitute for any unexercised the extent, that this Option a stock option or capital stock was exercisable as of such surviving of such surviving entity, as applicable, which on an equitable basis shall provide the Optionee with substantially the same economic benefit as such unexercised Option, then the Board may grant to such Optionee, in its sole and absolute discretion and without obligation, the right date, for a period commencing thirty (30) beginning 30 days prior to the consummation of such Reorganization and ending immediately prior to the date determined by the Board pursuant hereto for termination as of the Option Reorganization or during the remaining term expiration of the this Option, whichever is the lesser, to exercise any unexpired Option or Options without regard to the installment provisions of this Agreement; provided, however, that such exercise shall be earlier, subject to the consummation of the Reorganization. In any event, the Company shall notify Optionee, at least 30 days prior to the consummation of such Reorganization, of his exercise rights, if any, and that the Option shall terminate upon the consummation of the Reorganization. Subject to any required action by the shareholders of the Company, if the Company shall be the surviving entity in any merger or consolidation, this Option thereafter shall pertain to and apply to the securities to which a holder of Shares equal to the Shares subject to this Option would have been entitled by reason of such merger or consolidation, and the installment vesting provisions of this Agreement Section 5 shall continue to apply. 2 In the event of a change in the shares of the Company as presently constituted, which is limited to a change of all of its authorized Stock with a without par value into the same number of shares of Stock without with a par value, the shares resulting from any such change shall be deemed to be the Shares within the meaning of this Option. To the extent that the foregoing adjustments relate to shares or securities of the Company, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as hereinbefore expressly provided, Optionee shall have no rights by reason of any subdivision or consolidation of shares of Stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number and price of Shares subject to this Option shall not be affected by, and no adjustments shall be made by reason of, any dissolution, liquidation, merger, consolidation or sale of assets or capital stock, or any issue by the Company of shares of stock of any class or securities convertible into shares of stock of any class. The grant of this Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve or liquidate or to sell or transfer all or any part of its business or assets. View More
Recapitalization. Subject to any required action by the shareholders stockholders of the Company, the number of Shares covered by this Option, and the Exercise Price price per Share thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares Shares resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of such shares effected without receipt of consideration by the Company; provided howe...ver that the conversion of any convertible securities of the Company shall not be deemed having been "effected without receipt of consideration by the Company". Company." In the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a "Reorganization"), unless otherwise provided by the Board, Company, this Option shall terminate immediately prior to such date as is determined by the Board, which date shall be no later than the consummation of such Reorganization. In such event, if proposed action, unless otherwise provided by the entity which shall be the surviving entity does not tender to Optionee an offer, for which it has no obligation to do so, to substitute for any unexercised Option a stock option or capital stock of such surviving of such surviving entity, as applicable, which on an equitable basis shall provide the Optionee with substantially the same economic benefit as such unexercised Option, then the Board. The Board may grant to such Optionee, in may, at its sole and absolute discretion and without obligation, declare that this Option shall terminate as of a date fixed by the Board and grant Optionee the right for a period commencing thirty (30) 30 days prior to and ending immediately prior to the date determined by the Board pursuant hereto for termination of the Option such date, or during the remaining term of the this Option, whichever is the lesser, occurs sooner, to exercise this Option as to all or any unexpired Option or Options part of the Shares, without regard to the installment provisions provision of this Agreement; Section 2; provided, however, that such exercise shall be subject to the consummation of such Reorganization. dissolution, liquidation, merger, consolidation or sale. Subject to any required action by the shareholders stockholders of the Company, if the Company shall be the surviving entity in any merger or consolidation, this Option thereafter shall pertain to and apply to the securities to which a holder of Shares equal to the Shares subject to this Option would have been entitled by reason of such merger or consolidation, and the installment vesting provisions of this Agreement Section 2 shall continue to apply. 3 In the event of a change in the shares Shares of the Company as presently constituted, which is limited to a change of all of its authorized Stock with a Shares without par value into the same number of shares of Stock without Shares with a par value, the shares Shares resulting from any such change shall be deemed to be the Shares within the meaning of this Option. Agreement. To the extent that the foregoing adjustments relate to shares or securities of the Company, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding binding, and conclusive. Except as hereinbefore expressly provided, Optionee shall have no rights by reason of any subdivision or consolidation of shares share of Stock stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number and price of Shares shares subject to this Option shall not be affected by, and no adjustments shall be made by reason of, any dissolution, liquidation, merger, consolidation or sale of assets or capital stock, consolidation, or any issue by the Company of shares of stock of any class or securities convertible into shares of stock of any class. The grant of this Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations reorganizations, or changes in its capital or business structure or to merge, consolidate, dissolve dissolve, or liquidate or to sell or transfer all or any part of its business or assets. View More
Recapitalization. Subject to any required action by the shareholders stockholders of the Company, the number of Shares covered by this Option, and the Exercise Price price per Share thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares Shares resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of such shares effected without receipt of consideration by the Company; provided howe...ver that the conversion of any convertible securities of the Company shall not be deemed having been "effected without receipt of consideration by the Company". Company." In the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a "Reorganization"), unless otherwise provided by the Board, Company, this Option shall terminate immediately prior to such date as is determined by the Board, which date shall be no later than the consummation of such Reorganization. In such event, if proposed action, unless otherwise provided by the entity which shall be the surviving entity does not tender to Optionee an offer, for which it has no obligation to do so, to substitute for any unexercised Option a stock option or capital stock of such surviving of such surviving entity, as applicable, which on an equitable basis shall provide the Optionee with substantially the same economic benefit as such unexercised Option, then the Board. The Board may grant to such Optionee, in may, at its sole and absolute discretion and without obligation, declare that this Option shall terminate as of a date fixed by the Board and grant Optionee the right for a period commencing thirty (30) 30 days prior to and ending immediately prior to the date determined by the Board pursuant hereto for termination of the Option such date, or during the remaining term of the this Option, whichever is the lesser, occurs sooner, to exercise this Option as to all or any unexpired Option or Options part of the Shares, without regard to the installment provisions provision of this Agreement; Section 2; provided, however, that such exercise shall be subject to the consummation of such Reorganization. dissolution, liquidation, merger, consolidation or sale. 3 Subject to any required action by the shareholders stockholders of the Company, if the Company shall be the surviving entity in any merger or consolidation, this Option thereafter shall pertain to and apply to the securities to which a holder of Shares equal to the Shares subject to this Option would have been entitled by reason of such merger or consolidation, and the installment vesting provisions of this Agreement Section 2 shall continue to apply. In the event of a change in the shares Shares of the Company as presently constituted, which is limited to a change of all of its authorized Stock with a Shares without par value into the same number of shares of Stock without Shares with a par value, the shares Shares resulting from any such change shall be deemed to be the Shares within the meaning of this Option. Agreement. To the extent that the foregoing adjustments relate to shares or securities of the Company, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding binding, and conclusive. Except as hereinbefore heretofore expressly provided, Optionee shall have no rights by reason of any subdivision or consolidation of shares share of Stock stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number and price of Shares shares subject to this Option shall not be affected by, and no adjustments shall be made by reason of, any dissolution, liquidation, merger, consolidation or sale of assets or capital stock, consolidation, or any issue by the Company of shares of stock of any class or securities convertible into shares of stock of any class. The grant of this Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations reorganizations, or changes in its capital or business structure or to merge, consolidate, dissolve dissolve, or liquidate or to sell or transfer all or any part of its business or assets. View More
Recapitalization. In the event there is any change in the Company's Shares through the declaration of stock dividends or through recapitalization resulting in stock split-ups or through merger, consolidation, exchange of Shares, or otherwise, the number and class of Shares of Restricted Stock subject to this Agreement shall be equitably adjusted by the Committee, in the manner determined in its sole discretion, to prevent dilution or enlargement of rights.
Recapitalization. In Without limitation of Section 10 of the Plan, in the event there is any change in the Company's Shares Common Stock through the declaration of stock dividends or through recapitalization resulting in stock split-ups or through merger, consolidation, exchange of Shares, shares of Common Stock, or otherwise, the number and class of Shares shares of Restricted Common Stock subject to this Agreement the Performance Shares shall be equitably adjusted by the Committee, Company, in the a manner dete...rmined in its sole discretion, to prevent dilution or enlargement of rights. the benefits intended to be conferred by the Performance Shares under this Agreement. View More
Recapitalization. In the event there is any change in the Company's Shares through the declaration of stock dividends or through recapitalization resulting in stock split-ups or through merger, consolidation, exchange of Shares, or otherwise, the number and class of Shares of Restricted Stock subject to this Agreement Option, as well as the Option Price, shall be equitably adjusted by the Committee, in the manner determined in its sole discretion, to prevent dilution or enlargement of rights.
Recapitalization. In the event that there is any change in the Company's Shares common stock of the Company through the declaration of stock dividends or through recapitalization resulting in stock split-ups or through merger, consolidation, or exchange of Shares, shares, or otherwise, the number and class of Shares shares of Restricted Stock subject to this Agreement shall be equitably adjusted by the Committee, in the manner determined in its sole discretion, Compensation Committee to prevent dilution or enlarg...ement of rights. rights in accordance with the Plan. View More
Recapitalization. In the event of any change in the capitalization of the Company such as a stock split or a corporate transaction such as any merger, consolidation, separation, or otherwise, the number of RSUs subject to this Agreement shall be equitably adjusted by the Committee, in its sole discretion, to prevent dilution or enlargement of rights.
Recapitalization. In the event of any change in the capitalization of the Company such as a stock split or a corporate transaction such as any merger, consolidation, separation, or otherwise, the number of RSUs PSUs subject to this Agreement shall be equitably adjusted by the Committee, in its sole discretion, to prevent dilution or enlargement of rights.
Recapitalization. In the event of any change in the capitalization of the Company such as a stock split or a corporate transaction such as any merger, consolidation, separation, or otherwise, the number of RSUs Performance Shares subject to this Agreement shall be equitably adjusted by the Committee, in its sole discretion, to prevent dilution or enlargement of rights.
Recapitalization. In the event of any change in the capitalization of the Company such as a stock split or a corporate transaction such as any merger, consolidation, separation, separation or otherwise, the number and class of RSUs subject to this Agreement shall be equitably adjusted by the Committee, Committee as set forth in its sole discretion, to prevent dilution or enlargement of rights. the Plan.
Recapitalization. In the event of any change in the capitalization of the Company such as a stock split or a corporate transaction such as any reorganization, merger, consolidation, spin-off, combination, repurchase, or exchange of Shares or other securities, stock dividend, liquidation, dissolution, or otherwise, the number and class of Performance Shares subject to this Agreement shall be equitably adjusted by the Committee in the manner set forth in Section 4.3 of the Plan to prevent dilution or enlargement of... rights.View More
Recapitalization. In the event of any change in the capitalization of the Company such as a stock split or a corporate transaction such as any reorganization, merger, consolidation, spin-off, combination, repurchase, or exchange of Shares or other securities, stock dividend, liquidation, dissolution, or otherwise, the number and class of Performance Shares CSRSUs subject to this Agreement shall be equitably adjusted by the Committee in the manner set forth in Section 4.3 of the Plan to prevent dilution or enlarge...ment of rights. View More
Recapitalization. Any new, substituted or additional securities or other property (including cash paid other than as a regular cash dividend) which is by reason of any Recapitalization distributed with respect to the Purchased Shares shall be immediately subject to the Repurchase Right and any escrow requirements hereunder, but only to the extent the Purchased Shares are at the time covered by such right or escrow requirements. Appropriate adjustments to reflect such distribution shall be made to the number and/o...r class of Purchased Shares subject to this Agreement in order to reflect the effect of any such Recapitalization upon the Corporation's capital structure.View More
Recapitalization. Any new, substituted or additional securities or other property (including cash paid other than as a regular cash dividend) which is by reason of any Recapitalization distributed with respect to the any Purchased Shares shall be immediately subject to the Repurchase Right and any escrow requirements hereunder, Right, but only to the extent the Purchased Shares are at the time covered by such right or escrow requirements. right. Appropriate adjustments to reflect such distribution shall be made t...o the number and/or class of Purchased Shares subject to this Agreement and to the price per share to be paid upon the exercise of the Repurchase Right in order to reflect the effect of any such Recapitalization upon the Corporation's Company's capital structure. structure; provided, however, that the aggregate purchase price shall remain the same. View More
Recapitalization. Any new, substituted or additional securities or other property (including cash paid other than as a regular cash dividend) which is by reason of any Recapitalization distributed with respect to the Purchased Issued Shares shall be immediately subject to the Repurchase Right Forfeiture Restriction and any escrow requirements hereunder, but only to the extent the Purchased Issued Shares are at the time covered by such right or escrow requirements. Appropriate adjustments to reflect such distribut...ion shall be made to the number and/or class of Purchased Issued Shares subject to this Agreement and to the Forfeiture Restriction in order to reflect the effect of any such Recapitalization upon the Corporation's capital structure. View More
Recapitalization. If there is any change in the Company's equity capitalization through the declaration of stock dividends, a recapitalization, stock splits, or through merger, consolidation, exchange of Shares, or otherwise, or in the event of an extraordinary dividend or other corporate transaction, the Plan Administrator shall adjust the number and class of Shares subject to this Award (including by making a different kind or class of securities subject to the Award), or take other action pursuant to Section 4....4 of the Plan, to prevent dilution or enlargement of the Participant's rights.View More
Recapitalization. If there is any change in the Company's equity capitalization Shares through the declaration of stock dividends, a recapitalization, stock splits, or through merger, consolidation, exchange of Shares, or otherwise, or in the event of an extraordinary dividend or other corporate transaction, the Plan Administrator shall adjust the number and class of Shares Shares, as well as the Award Price per Share, subject to this Award (including by making a different kind or class of securities subject to t...he Award), or take other action pursuant to Section 4.4 of the Plan, to prevent dilution or enlargement of the Participant's rights. View More
Recapitalization. Any new, substituted or additional securities or other property (including cash paid other than as a regular cash dividend) which is by reason of any Recapitalization distributed with respect to the Purchased Shares shall be immediately subject to the Repurchase Right and any escrow requirements hereunder, but only to the extent the Purchased Shares are at the time covered by such right or escrow requirements. Appropriate adjustments to reflect such distribution shall be made to the number and/o...r class of Purchased Shares subject to this Agreement and to the Repurchase Price per share to be paid upon the exercise of the Repurchase Right in order to reflect the effect of any such Recapitalization upon the Corporation's capital structure; provided, however, that the aggregate Repurchase Price shall remain the same. 4 5. Change in Control. (a) In the event of a Change in Control, the Repurchase Right shall continue in full force and effect and shall be assigned to any successor corporation (or the parent thereof) in the Change in Control transaction. None of the Purchased Shares shall vest on an accelerated basis in connection with such Change in Control, except to the extent otherwise provided in any Special Acceleration Addendum to this Agreement. (b) The Repurchase Right shall apply to any new securities or other property (including any cash payments) received in exchange for the Purchased Shares in consummation of the Change in Control, but only to the extent the Purchased Shares are at the time covered by such right. Appropriate adjustments shall be made to the Repurchase Price per share payable upon exercise of the Repurchase Right to reflect the effect (if any) of the Change in Control upon the Corporation's capital structure; provided, however, that the aggregate Repurchase Price shall remain the same. The new securities or other property (including any cash payments) issued or distributed with respect to the Purchased Shares in consummation of the Change in Control shall be immediately deposited in escrow with the Corporation (or the successor entity) and shall not be released from escrow until Participant vests in such securities or other property in accordance with the same Vesting Schedule in effect for the Purchased Shares or pursuant to any Special Acceleration Addendum to this Agreement. E. RIGHT OF FIRST REFUSAL 1. Grant. The Corporation is hereby granted the right of first refusal (the "First Refusal Right"), exercisable in connection with any proposed transfer of the Purchased Shares in which Participant has vested in accordance with the provisions of Article D. For purposes of this Article E, the term "transfer" shall include any sale, assignment, pledge, encumbrance or other disposition of the Purchased Shares intended to be made by Owner, but shall not include any Permitted Transfer.View More
Recapitalization. Any new, substituted or additional securities or other property (including cash paid other than as a regular cash dividend) which is by reason of any Recapitalization distributed with respect to the Purchased Shares shall be immediately subject to the Repurchase Right and any escrow requirements hereunder, but only to the extent the Purchased Shares are at the time covered by such right or escrow requirements. Appropriate adjustments to reflect such distribution shall be made to the number and/o...r class of Purchased Shares subject to this Agreement and to the Repurchase Price per share to be paid upon the exercise of the Repurchase Right in order to reflect the effect of any such Recapitalization upon the Corporation's Company's capital structure; provided, however, that the aggregate Repurchase Price shall remain the same. 4 5. Exhibit C to Notice of Grant of Stock Option (Early Exercise) Page 3 6. Change in of Control. (a) In The Repurchase Right shall automatically terminate in its entirety, and all the event Purchased Shares shall vest in full, immediately prior to the consummation of a any Change in of Control, except to the extent the Repurchase Right shall continue is to be assigned to the successor entity in such Change of Control or otherwise continued in full force and effect and shall be assigned pursuant to any successor corporation (or the parent thereof) in terms of the Change in of Control transaction. None of the Purchased Shares shall vest on an accelerated basis in connection with such Change in Control, except to (b) To the extent otherwise provided in any Special Acceleration Addendum to this Agreement. (b) The the Repurchase Right remains in effect following a Change of Control, such right shall apply to any new securities or other property (including any cash payments) received in exchange for the Purchased Shares in consummation of the Change in of Control, but only to the extent the Purchased Shares are at the time covered by such right. Appropriate adjustments shall be made to the Repurchase Price per share payable upon exercise of the Repurchase Right to reflect the effect (if any) of the Change in Control upon the Corporation's capital structure; of Control; provided, however, that the aggregate Repurchase Price shall remain the same. The new securities or other property (including any cash payments) issued or distributed with respect to the Purchased Shares in consummation of the Change in of Control shall be immediately deposited in escrow with the Corporation Company (or the successor entity) and shall not be released from escrow until Participant Optionee vests in such securities or other property in accordance with the same Vesting Schedule in effect for the Purchased Shares. D. Company's Right of First Refusal. Before any Shares held by Optionee or pursuant any transferee (either being sometimes referred to any Special Acceleration Addendum to this Agreement. E. RIGHT OF FIRST REFUSAL 1. Grant. The Corporation is hereby granted herein as the "Holder") may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section (the "First Refusal Right"), exercisable in connection with any proposed transfer "Right of the Purchased Shares in which Participant has vested in accordance with the provisions of Article D. For purposes of this Article E, the term "transfer" shall include any sale, assignment, pledge, encumbrance or other disposition of the Purchased Shares intended to be made by Owner, but shall not include any Permitted Transfer. First Refusal"). View More
Recapitalization. The number of Shares covered by the Options and the Exercise Price shall be proportionately adjusted for any increase or decrease in the number or type of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company. The conversion of any convertible securities of the Company shall not be... deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive.View More
Recapitalization. The number of Shares covered by the Options and the Exercise Price shall be proportionately adjusted for any increase or decrease in the number or type of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company. The conversion of any convertible securities of the Company shall not be... deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. 3 10. Plan Controlling. This Agreement is intended to conform in all respects with the requirements of the Plan. Inconsistencies between the requirements of this Agreement and the Plan shall be resolved according to the terms of the Plan. The Participant acknowledges receipt of a copy of the Plan. View More
Recapitalization. The Managing Member shall determine, in his or her sole and absolute discretion, the effect upon the Plan and the Profit Participation Bonuses payable hereunder, if any, of any stock dividend, recapitalization, forward stock split or reverse stock split, reorganization, division, merger, consolidation, spin-off, combination, repurchase or share exchange, extraordinary or unusual cash distribution or other similar corporate transaction or event.
Recapitalization. The Managing Member General Partner shall determine, in his or her its sole and absolute discretion, the effect upon the Plan and the Profit Participation Bonuses payable hereunder, if any, of any stock dividend, recapitalization, forward stock split or reverse stock split, reorganization, division, merger, consolidation, spin-off, combination, repurchase or share exchange, extraordinary or unusual cash distribution or other similar corporate transaction or event.
