Shares Subject to the Plan Clause Example with 5 Variations from Business Contracts

This page contains Shares Subject to the Plan 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.
Shares Subject to the Plan. The total aggregate number of shares of Company Stock that may be issued under the Plan is 1,500,000 shares, subject to adjustment as described in subsection (d) below. For the avoidance of doubt, the total aggregate number of shares of Company Stock that may be issued under the Plan includes the 1,000,000 shares initially issuable under the Plan plus an additional 500,000 shares. (b) Source of Shares; Share Counting. Shares issued under the Plan may be authorized but unissued shares of Company ...Stock or reacquired shares of Company Stock, including shares purchased by the Company on the open market for purposes of the Plan. If and to the extent Options or SARs granted under the Plan terminate, expire, or are canceled, forfeited, exchanged or surrendered without having been exercised, and if and to the extent that any Stock Awards, Stock Units, or Other Stock-Based Awards are forfeited or terminated, or otherwise are not paid in full, the shares reserved for such Grants shall again be available for purposes of the Plan. Shares of Stock surrendered in payment of the Exercise Price of an Option, and shares withheld or surrendered for payment of taxes, shall not be available for re-issuance under the Plan. If SARs are granted, the full number of shares subject to the SARs shall be considered issued under the Plan, without regard to the number of shares issued upon exercise of the SARs and without regard to any cash settlement of the SARs. To the extent that a Grant of Stock Units or Other Stock-Based Awards is designated in the Grant Agreement to be paid in cash, and not in shares of Company Stock, such Grants shall not count against the share limits in subsection (a). 4 (c) Individual Limits. All Grants under the Plan shall be expressed in shares of Company Stock. The maximum aggregate number of shares of Company Stock with respect to which all Grants may be made under the Plan to any individual during any calendar year shall be 100,000 shares, subject to adjustment as described in subsection (d) below. The individual limits of this subsection (c) shall apply without regard to whether the Grants are to be paid in Company Stock or cash. All cash payments (other than with respect to Dividend Equivalents) shall equal the Fair Market Value of the shares of Company Stock to which the cash payments relate. A Participant may not accrue Dividend Equivalents during any calendar year in excess of $500,000. (d) Adjustments. If there is any change in the number or kind of shares of Company Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by reason of a reclassification or change in par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding Company Stock as a class without the Company's receipt of consideration, or if the value of outstanding shares of Company Stock is substantially reduced as a result of a spinoff or the Company's payment of an extraordinary dividend or distribution, the maximum number of shares of Company Stock available for issuance under the Plan, the maximum number of shares of Company Stock for which any individual may receive Grants in any year, the kind and number of shares covered by outstanding Grants, the kind and number of shares issued and to be issued under the Plan, and the price per share or the applicable market value of such Grants shall be equitably adjusted by the Committee to reflect any increase or decrease in the number of, or change in the kind or value of, the issued shares of Company Stock to preclude, to the extent practicable, the enlargement or dilution of rights and benefits under the Plan and such outstanding Grants; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. In addition, in the event of a Change of Control of the Company, the provisions of Section 15 of the Plan shall apply. Any adjustments to outstanding Grants shall be consistent with section 409A or 424 of the Code, to the extent applicable. Any adjustments determined by the Committee shall be final, binding and conclusive. View More
Found in Contango ORE, Inc. contract

Variations of a "Shares Subject to the Plan" Clause from Business Contracts

Shares Subject to the Plan. The total Subject to adjustment as described below, the aggregate number of ordinary shares of par value US$0.01 each of the Company ("Company Stock") that may be issued or transferred under the Plan is 4,949,426 (the "Share Pool") and the maximum aggregate number of shares that may be issued under the Plan under Incentive Stock Options is 4,949,426. After a Public Offering, the maximum aggregate number of shares of Company Stock that may shall be issued subject to Awards made under the Plan is ...1,500,000 to any individual during any calendar year shall be 1,000,000 shares, subject to adjustment as described in subsection (d) below. For the avoidance of doubt, the total aggregate number of The shares of Company Stock that may be issued under the Plan includes the 1,000,000 shares initially issuable under the Plan plus an additional 500,000 shares. (b) Source of Shares; Share Counting. Shares issued under the Plan may be authorized but unissued shares of Company Stock or reacquired shares of Company Stock, including shares purchased by the Company on the open market for purposes of the Plan. (b) Automatic Share Pool Increase. The Share Pool shall be increased on the first day of each Fiscal Year beginning with the 2016 fiscal year, in an amount equal to four percent (4.0%) of the outstanding shares of Company Stock on the last day of the immediately preceding fiscal year. (c) Adjustments to Share Pool. The Share Pool shall be reduced, on the date of grant, by one share for each Award granted under the Plan; provided that Awards that are valued by reference to shares of Company Stock but are required to be paid in cash pursuant to their terms shall not reduce the Share Pool. If and to the extent Options or SARs granted under the Plan terminate, expire, or are canceled, forfeited, exchanged exchanged, or surrendered without having been exercised, and or if and to the extent that any Stock Awards, Stock Units, Awards or Other Stock-Based Awards RSUs (including restricted stock received upon the exercise of Options) are forfeited or terminated, or otherwise are not paid in full, forfeited, the shares reserved for of Company Stock subject to such Grants Awards shall again be available for purposes of the Plan. Shares of Stock surrendered in payment of the Exercise Price of an Option, and shares withheld or surrendered for payment of taxes, shall not be available for re-issuance Awards under the Plan. If SARs are granted, Share Pool. Notwithstanding the full number of shares subject to foregoing, the SARs shall be considered issued under the Plan, without regard to the number of shares issued upon exercise of the SARs and without regard to any cash settlement of the SARs. To the extent that a Grant of Stock Units or Other Stock-Based Awards is designated in the Grant Agreement to be paid in cash, and not in shares of Company Stock, such Grants shall not count against the share limits in subsection (a). 4 (c) Individual Limits. All Grants under the Plan shall be expressed in shares of Company Stock. The maximum aggregate number of following shares of Company Stock with respect to which all Grants may be made shall not become -2- available for issuance under the Plan Plan: (A) shares tendered by Grantees, or withheld by the Company, as full or partial payment to any individual during any calendar year shall be 100,000 shares, subject the Company upon the exercise of stock options granted under the Plan; and (B) shares withheld by, or otherwise remitted to, the Company to adjustment as described in subsection (d) below. The individual limits satisfy a Grantee's tax withholding obligations upon the lapse of this subsection (c) shall apply without regard to whether restrictions on Stock Awards or the Grants are to be paid in Company Stock or cash. All cash payments (other than with respect to Dividend Equivalents) shall equal exercise of Options granted under the Fair Market Value of the shares of Company Stock to which the cash payments relate. A Participant may not accrue Dividend Equivalents during any calendar year in excess of $500,000. Plan. (d) Adjustments. If there is any change in the number or kind of shares of Company Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares, shares; (ii) by reason of a merger, reorganization reorganization, or consolidation, consolidation; (iii) by reason of a reclassification or change in par value, value; or (iv) by reason of any other extraordinary or unusual event affecting the outstanding Company Stock as a class without the Company's receipt of consideration, or if the value of outstanding shares of Company Stock is substantially reduced as a result of a spinoff or the Company's payment of an extraordinary dividend or distribution, the maximum number of shares of Company Stock available for issuance under the Plan, Awards, the maximum number of shares of Company Stock for which that any individual participating in the Plan may receive Grants be granted in any year, the kind and number of shares covered by outstanding Grants, Awards, the kind and number of shares issued and to be issued under the Plan, and the price per share or the applicable market value of such Grants Awards shall be equitably adjusted by the Committee Board to reflect any increase or decrease in the number of, or change in the kind or value of, the issued shares of Company Stock to preclude, to the extent practicable, preclude the enlargement or dilution of rights and benefits under the Plan and such outstanding Grants; Awards; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. In addition, in the event of a Change of Control of the Company, the provisions of Section 15 of the Plan shall apply. Any adjustments to outstanding Grants shall be consistent with section 409A or 424 of the Code, to the extent applicable. Any adjustments determined by the Committee Board shall be final, binding binding, and conclusive. View More
Found in Strongbridge Biopharma plc contract
Shares Subject to the Plan. The total Subject to adjustment as described below, the aggregate number of ordinary shares of par value US$0.01 each of the Company ("Company Stock") that may be issued or transferred under the Plan is 7,114,308 (the "Share Pool") and the maximum aggregate number of shares that may be issued under the Plan under Incentive Stock Options is 7,114,308. After a Public Offering, the maximum aggregate number of shares of Company Stock that may shall be issued subject to Awards made under the Plan is ...1,500,000 to any individual during any calendar year shall be 1,000,000 shares, subject to adjustment as described in subsection (d) below. For the avoidance of doubt, the total aggregate number of The shares of Company Stock that may be issued under the Plan includes the 1,000,000 shares initially issuable under the Plan plus an additional 500,000 shares. (b) Source of Shares; Share Counting. Shares issued under the Plan may be authorized but unissued shares of Company Stock or reacquired shares of Company Stock, including shares purchased by the Company on the open market for purposes of the Plan. (b) Automatic Share Pool Increase. The Share Pool shall be increased on the first day of each Fiscal Year beginning with the 2016 fiscal year, in an amount equal to four percent (4.0%) of the outstanding shares of Company Stock on the last day of the immediately preceding fiscal year. (c) Adjustments to Share Pool. The Share Pool shall be reduced, on the date of grant, by one share for each Award granted under the Plan; provided that Awards that are valued by reference to shares of Company Stock but are required to be paid in cash pursuant to their terms shall not reduce the Share Pool. If and to the extent Options or SARs granted under the Plan terminate, expire, or are canceled, forfeited, exchanged exchanged, or surrendered without having been exercised, and or if and to the extent that any Stock Awards, Stock Units, Awards or Other Stock-Based Awards RSUs (including restricted stock received upon the exercise of Options) are forfeited or terminated, or otherwise are not paid in full, forfeited, the shares reserved for of Company Stock subject to such Grants Awards shall again be available for purposes of the Plan. Shares of Stock surrendered in payment of the Exercise Price of an Option, and shares withheld or surrendered for payment of taxes, shall not be available for re-issuance Awards under the Plan. If SARs are granted, Share Pool. Notwithstanding the full number of shares subject to foregoing, the SARs shall be considered issued under the Plan, without regard to the number of shares issued upon exercise of the SARs and without regard to any cash settlement of the SARs. To the extent that a Grant of Stock Units or Other Stock-Based Awards is designated in the Grant Agreement to be paid in cash, and not in shares of Company Stock, such Grants shall not count against the share limits in subsection (a). 4 (c) Individual Limits. All Grants under the Plan shall be expressed in shares of Company Stock. The maximum aggregate number of following shares of Company Stock with respect to which all Grants may be made shall not -2- become available for issuance under the Plan Plan: (A) shares tendered by Grantees, or withheld by the Company, as full or partial payment to any individual during any calendar year shall be 100,000 shares, subject the Company upon the exercise of stock options granted under the Plan; and (B) shares withheld by, or otherwise remitted to, the Company to adjustment as described in subsection (d) below. The individual limits satisfy a Grantee's tax withholding obligations upon the lapse of this subsection (c) shall apply without regard to whether restrictions on Stock Awards or the Grants are to be paid in Company Stock or cash. All cash payments (other than with respect to Dividend Equivalents) shall equal exercise of Options granted under the Fair Market Value of the shares of Company Stock to which the cash payments relate. A Participant may not accrue Dividend Equivalents during any calendar year in excess of $500,000. Plan. (d) Adjustments. If there is any change in the number or kind of shares of Company Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares, shares; (ii) by reason of a merger, reorganization reorganization, or consolidation, consolidation; (iii) by reason of a reclassification or change in par value, value; or (iv) by reason of any other extraordinary or unusual event affecting the outstanding Company Stock as a class without the Company's receipt of consideration, or if the value of outstanding shares of Company Stock is substantially reduced as a result of a spinoff or the Company's payment of an extraordinary dividend or distribution, the maximum number of shares of Company Stock available for issuance under the Plan, Awards, the maximum number of shares of Company Stock for which that any individual participating in the Plan may receive Grants be granted in any year, the kind and number of shares covered by outstanding Grants, Awards, the kind and number of shares issued and to be issued under the Plan, and the price per share or the applicable market value of such Grants Awards shall be equitably adjusted by the Committee Board to reflect any increase or decrease in the number of, or change in the kind or value of, the issued shares of Company Stock to preclude, to the extent practicable, preclude the enlargement or dilution of rights and benefits under the Plan and such outstanding Grants; Awards; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. In addition, in the event of a Change of Control of the Company, the provisions of Section 15 of the Plan shall apply. Any adjustments to outstanding Grants shall be consistent with section 409A or 424 of the Code, to the extent applicable. Any adjustments determined by the Committee Board shall be final, binding binding, and conclusive. View More
Found in Strongbridge Biopharma plc contract
Shares Subject to the Plan. The total aggregate number of shares of Subject to adjustment as described below, the Company Stock that may be issued available for Awards under the Plan is 1,500,000 shares, subject to adjustment as described in subsection (d) below. For the avoidance of doubt, the total aggregate number of 2,750,000 (the "Share Pool"). The shares of Company Stock that may be issued under the Plan includes the 1,000,000 shares initially issuable under the Plan plus an additional 500,000 shares. (b) Source of S...hares; Share Counting. Shares issued under the Plan may be authorized but unissued shares of Company Stock or reacquired shares of Company Stock, including shares purchased by the Company on the open market for purposes of the Plan. (b) Adjustments to Share Pool. The Share Pool shall be reduced, on the date of grant, by one share for each Award granted under the Plan; provided that Awards that are valued by reference to shares of Company Stock but are required to be paid in cash pursuant to their terms shall not reduce the Share Pool. If and to the extent Options or SARs granted under the Plan terminate, expire, or are canceled, forfeited, exchanged exchanged, or surrendered without having been exercised, and or if and to the extent that any Stock Awards, Awards or Restricted Stock Units, or Other Stock-Based Awards Units (including restricted stock received upon the exercise of Options) are forfeited or terminated, or otherwise are not paid in full, forfeited, the shares reserved for of Company Stock subject to such Grants Awards shall again be available for purposes of the Plan. Shares of Stock surrendered in payment of the Exercise Price of an Option, and shares withheld or surrendered for payment of taxes, shall not be available for re-issuance Awards under the Plan. If SARs are granted, Share Pool. Notwithstanding the full number of shares subject to foregoing, the SARs shall be considered issued under the Plan, without regard to the number of shares issued upon exercise of the SARs and without regard to any cash settlement of the SARs. To the extent that a Grant of Stock Units or Other Stock-Based Awards is designated in the Grant Agreement to be paid in cash, and not in shares of Company Stock, such Grants shall not count against the share limits in subsection (a). 4 (c) Individual Limits. All Grants under the Plan shall be expressed in shares of Company Stock. The maximum aggregate number of following shares of Company Stock with respect to which all Grants may be made shall not become available for issuance under the Plan Plan: (A) shares tendered by Grantees, or withheld by the Company, as full or partial payment to any individual during any calendar year shall be 100,000 shares, subject the Company upon the exercise of stock options granted under the Plan; and (B) shares withheld by, or otherwise remitted to, the Company to adjustment as described in subsection (d) below. The individual limits satisfy a Grantee's tax withholding obligations upon the lapse of this subsection restrictions on Stock Awards or the exercise of Options granted under the Plan. (c) shall apply without regard to whether the Grants are to be paid in Company Stock or cash. All cash payments (other than with respect to Dividend Equivalents) shall equal the Fair Market Value of the shares of Company Stock to which the cash payments relate. A Participant may not accrue Dividend Equivalents during any calendar year in excess of $500,000. (d) Adjustments. If there is any change in the number or kind of shares of Company Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares, shares; (ii) by reason of a merger, reorganization reorganization, or consolidation, consolidation; (iii) by reason of a reclassification or change in par value, value; or (iv) by reason of any other extraordinary or unusual event affecting the outstanding Company Stock as a class without the Company's receipt of consideration, or if the value of outstanding shares of Company Stock is substantially reduced as a result of a spinoff or the Company's payment of an extraordinary dividend or distribution, the maximum number of shares of Company Stock available for issuance under the Plan, Awards, the maximum number of shares of Company Stock for which that any individual participating in the Plan may receive Grants be granted in any year, the kind and number of shares covered by outstanding Grants, Awards, the kind and number of shares issued and to be issued under the Plan, and the price per share or the applicable market value of such Grants Awards shall be equitably adjusted by the Committee to reflect any increase or decrease in the number of, or change in the kind or value of, the issued shares of Company Stock to preclude, to the extent practicable, preclude the enlargement or dilution of rights and benefits under the Plan and such outstanding Grants; Awards; provided, however, that any fractional shares resulting from such adjustment -4- shall be eliminated. In addition, in the event of a Change of Control of the Company, the provisions of Section 15 of the Plan shall apply. Any adjustments to outstanding Grants shall be consistent with section 409A or 424 of the Code, to the extent applicable. Any adjustments determined by the Committee shall be final, binding binding, and conclusive. View More
Found in Strongbridge Biopharma plc contract
Shares Subject to the Plan. The total aggregate number of shares of Subject to adjustment as described below, the Company Stock that may be issued available for Awards under the Plan is 1,500,000 shares, subject to adjustment as described in subsection (d) below. For the avoidance of doubt, the total aggregate number of 2,500,000 (the "Share Pool"). The shares of Company Stock that may be issued under the Plan includes the 1,000,000 shares initially issuable under the Plan plus an additional 500,000 shares. (b) Source of S...hares; Share Counting. Shares issued under the Plan may be authorized but unissued shares of Company Stock or reacquired shares of Company Stock, including shares purchased by the Company on the open market for purposes of the Plan. (b) Adjustments to Share Pool. The Share Pool shall be reduced, on the date of grant, by one share for each Award granted under the Plan; provided that Awards that are valued by reference to shares of Company Stock but are required to be paid in cash pursuant to their terms shall not reduce the Share Pool. If and to the extent Options or SARs granted under the Plan terminate, expire, or are canceled, forfeited, exchanged exchanged, or surrendered without having been exercised, and or if and to the extent that any Stock Awards, Awards or Restricted Stock Units, or Other Stock-Based Awards Units (including restricted stock received upon the exercise of Options) are forfeited or terminated, or otherwise are not paid in full, forfeited, the shares reserved for of Company Stock subject to such Grants Awards shall again be available for purposes of the Plan. Shares of Stock surrendered in payment of the Exercise Price of an Option, and shares withheld or surrendered for payment of taxes, shall not be available for re-issuance Awards under the Plan. If SARs are granted, Share Pool. Notwithstanding the full number of shares subject to foregoing, the SARs shall be considered issued under the Plan, without regard to the number of shares issued upon exercise of the SARs and without regard to any cash settlement of the SARs. To the extent that a Grant of Stock Units or Other Stock-Based Awards is designated in the Grant Agreement to be paid in cash, and not in shares of Company Stock, such Grants shall not count against the share limits in subsection (a). 4 (c) Individual Limits. All Grants under the Plan shall be expressed in shares of Company Stock. The maximum aggregate number of following shares of Company Stock with respect to which all Grants may be made shall not become available for issuance under the Plan Plan: (A) shares tendered by Grantees, or withheld by the Company, as full or partial payment to any individual during any calendar year shall be 100,000 shares, subject the Company upon the exercise of stock options granted under the Plan; and (B) shares withheld by, or otherwise remitted to, the Company to adjustment as described in subsection (d) below. The individual limits satisfy a Grantee's tax withholding obligations upon the lapse of this subsection restrictions on Stock Awards or the exercise of Options granted under the Plan. (c) shall apply without regard to whether the Grants are to be paid in Company Stock or cash. All cash payments (other than with respect to Dividend Equivalents) shall equal the Fair Market Value of the shares of Company Stock to which the cash payments relate. A Participant may not accrue Dividend Equivalents during any calendar year in excess of $500,000. (d) Adjustments. If there is any change in the number or kind of shares of Company Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares, shares; (ii) by reason of a merger, reorganization reorganization, or consolidation, consolidation; (iii) by reason of a reclassification or change in par value, value; or (iv) by reason of any other extraordinary or unusual event affecting the outstanding Company Stock as a class without the Company's receipt of consideration, or if the value of outstanding shares of Company Stock is substantially reduced as a result of a spinoff or the Company's payment of an extraordinary dividend or distribution, the maximum number of shares of Company Stock available for issuance under the Plan, Awards, the maximum number of shares of Company Stock for which that any individual participating in the Plan may receive Grants be granted in any year, the kind and number of shares covered by outstanding Grants, Awards, the kind and number of shares issued and to be issued under the Plan, and the price per share or the applicable market value of such Grants Awards shall be equitably adjusted by the Committee to reflect any increase or decrease in the number of, or change in the kind or value of, the issued shares of Company Stock to preclude, to the extent practicable, preclude the enlargement or dilution of rights and benefits under the Plan and such outstanding Grants; Awards; provided, however, that any fractional shares resulting from such adjustment -4- shall be eliminated. In addition, in the event of a Change of Control of the Company, the provisions of Section 15 of the Plan shall apply. Any adjustments to outstanding Grants shall be consistent with section 409A or 424 of the Code, to the extent applicable. Any adjustments determined by the Committee shall be final, binding binding, and conclusive. View More
Found in Strongbridge Biopharma plc contract
Shares Subject to the Plan. The total Subject to adjustment as described below, the aggregate number of shares of common stock of the Company Stock ("Company Stock") that may be issued or transferred under the Plan is 1,500,000 1,725,961 shares, subject to adjustment each of which may be issued as described in subsection (d) below. For the avoidance of doubt, the total aggregate an incentive stock option; provided, however, such number of shares shall automatically be increased to 1,980,708 shares, each of Company Stock th...at which may be issued as an incentive stock option, upon the consummation of the "Second Tranche Closing" under the Plan includes Series B Preferred Stock Purchase Agreement dated as of September 30, 2014 among the 1,000,000 Company and the other parties listed therein. The shares initially issuable under the Plan plus an additional 500,000 shares. (b) Source of Shares; Share Counting. Shares issued under the Plan may be authorized but unissued shares of Company Stock or reacquired shares of Company Stock, including shares purchased by the Company on the open market for purposes of the Plan. If and to the extent Options or SARs granted under the Plan terminate, expire, or are canceled, forfeited, exchanged or surrendered without having been exercised, and exercised or if and to the extent that any Stock Awards, Awards (including restricted Stock Units, or Other Stock-Based Awards received upon the exercise of Options) are forfeited or terminated, or otherwise are not paid in full, forfeited, the shares reserved for subject to such Grants shall again be available for purposes of the Plan. Shares of Stock surrendered in payment of the Exercise Price of an Option, and shares withheld or surrendered for payment of taxes, shall not be available for re-issuance under the Plan. If SARs are granted, the full number of shares subject to the SARs shall be considered issued under the Plan, without regard to the number of shares issued upon exercise of the SARs and without regard to any cash settlement of the SARs. To the extent that a Grant of Stock Units or Other Stock-Based Awards is designated in the Grant Agreement to be paid in cash, and not in shares of Company Stock, such Grants shall not count against the share limits in subsection (a). 4 (c) Individual Limits. All Grants under the Plan shall be expressed in shares of Company Stock. The maximum aggregate number of shares of Company Stock with respect to which all Grants may be made under the Plan to any individual during any calendar year shall be 100,000 shares, subject to adjustment as described in subsection (d) below. The individual limits of this subsection (c) shall apply without regard to whether the Grants are to be paid in Company Stock or cash. All cash payments (other than with respect to Dividend Equivalents) shall equal the Fair Market Value of the shares of Company Stock to which the cash payments relate. A Participant may not accrue Dividend Equivalents during any calendar year in excess of $500,000. (d) (b) Adjustments. If there is any change in the number or kind of shares of Company Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by reason of a reclassification or change in par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding Company Stock as a class without the Company's receipt of consideration, or if the value of outstanding shares of Company Stock is substantially reduced as a result of a spinoff or the Company's payment of an extraordinary dividend or distribution, the maximum number of shares of Company Stock available for issuance under the Plan, Grants, the maximum number of shares of Company Stock for which that any individual participating in the Plan may receive Grants be granted in any year, the kind and number of shares covered by outstanding Grants, the kind and number of shares issued and to be issued under the Plan, and the price per share or the applicable market value of such Grants shall may be equitably appropriately adjusted by the Committee Board to reflect any increase or decrease in the number of, or change in the kind or value of, the issued shares of Company Stock to preclude, to the extent practicable, the enlargement or dilution of rights and benefits under the Plan and such outstanding Grants; provided, however, that any 2 fractional shares resulting from such adjustment shall be eliminated. In addition, in the event of a Change of Control of the Company, the provisions of Section 15 of the Plan shall apply. Any adjustments to outstanding Grants shall be consistent with section 409A or 424 of the Code, to the extent applicable. Any adjustments determined by the Committee Board shall be final, binding and conclusive. View More
Found in Aclaris Therapeutics, Inc. contract