Common use of Adjustment Generally Clause in Contracts

Adjustment Generally. If while the option remains in effect there shall be any change in the outstanding Shares of the class which may be purchased upon exercise of the option, through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, reverse stock split, combination of shares, exchange of shares for other securities or other like change in the outstanding Shares, or any spin-off, split-off, dividend in kind or other extraordinary dividend or other distribution in respect of such outstanding Shares or other extraordinary change in the capital structure of the Company, an adjustment shall be made to the terms of the option so that the option shall thereafter be exercisable, otherwise on the same terms and conditions as provided by the Option Award Notice, this Agreement and the Plan, for such securities, cash and/or other property as would have been received in respect of the Shares that would have been issued upon exercise of the option had the option been exercised in full immediately prior to such change or distribution (whether or not the option was then exercisable in full) or, if and to the extent the Committee determines that so adjusting the consideration to be received upon exercise of the option, in whole or in part, is not practicable, the Committee shall equitably modify the consideration to be received in respect of the exercise of the option or the Exercise Price or other pertinent terms and conditions of the option as provided by subsection 7(b) below. Such an adjustment shall be made successively each time any such change in the outstanding Shares of the class which may be purchased upon exercise of the option or extraordinary distribution in respect of such outstanding Shares or extraordinary change in the capital structure of the Company shall occur.

Appears in 18 contracts

Samples: Stock Option Agreement, Stock Option Agreement (Magellan Health Inc), Stock Option Agreement (Magellan Health Inc)

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Adjustment Generally. If while the option Restricted Stock Unit remains in effect there shall be any change in the outstanding Shares of the class which may are to be purchased issued upon exercise settlement of the optionRestricted Stock Unit, through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, reverse stock split, combination of shares, exchange of shares for other securities or other like change in the outstanding Shares, or any spin-off, split-off, dividend in kind or other extraordinary dividend or other distribution in respect of such outstanding Shares or other extraordinary change in the capital structure of the Company, an adjustment shall be made to the terms of the option Restricted Stock Unit so that the option Restricted Stock Unit shall thereafter be exercisableultimately settled, otherwise on the same terms and conditions as provided by the Option Restricted Stock Unit Award Notice, this Agreement and the Plan, for such securities, cash and/or other property as would have been received in respect of the Shares that would have been issued upon exercise settlement of the option Restricted Stock Unit had the option Restricted Stock Unit been exercised settled in full immediately prior to such change or distribution (whether or not the option Restricted Stock Unit was then exercisable in fullfully vested) or, if and to the extent the Committee determines that so adjusting the consideration to be received upon exercise settlement of the optionRestricted Stock Unit, in whole or in part, is not practicable, the Committee shall equitably modify the consideration to be received in respect of the exercise settlement of the option or the Exercise Price Restricted Stock Unit or other pertinent terms and conditions of the option Restricted Stock Unit as provided by subsection 7(b4(b) below. Such an adjustment shall be made successively each time any such change in the outstanding Shares of the class which may be purchased received upon exercise settlement of the option Restricted Stock Unit or extraordinary distribution in respect of such outstanding Shares or extraordinary change in the capital structure of the Company shall occur.

Appears in 10 contracts

Samples: Restricted Stock Unit Agreement (Magellan Health Services Inc), Restricted Stock Unit Agreement (Magellan Health Services Inc), Restricted Stock Unit Agreement (Magellan Health Services Inc)

Adjustment Generally. If while the option Performance-Based Restricted Stock Unit remains in effect there shall be any change in the outstanding Shares of the class which may are to be purchased issued upon exercise settlement of the optionPerformance-Based Restricted Stock Unit, through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, reverse stock split, combination of shares, exchange of shares for other securities or other like change in the outstanding Shares, or any spin-off, split-off, dividend in kind or other extraordinary dividend or other distribution in respect of such outstanding Shares or other extraordinary change in the capital structure of the Company, an adjustment shall be made to the terms of the option Performance-Based Restricted Stock Unit so that the option Performance-Based Restricted Stock Unit shall thereafter be exercisableultimately settled, otherwise on the same terms and conditions as provided by the Option Performance-Based Restricted Stock Unit Award Notice, this Agreement and the Plan, for such securities, cash and/or other property as would have been received in respect of the Shares that would have been issued upon exercise settlement of the option Performance-Based Restricted Stock Unit had the option Performance-Based Restricted Stock Unit been exercised settled in full immediately prior to such change or distribution (whether or not the option Performance-Based Restricted Stock Unit was then exercisable in fullfully vested) or, if and to the extent the Committee determines that so adjusting the consideration to be received upon exercise settlement of the optionPerformance-Based Restricted Stock Unit, in whole or in part, is not practicable, the Committee shall equitably modify the consideration to be received in respect of the exercise settlement of the option or the Exercise Price Performance-Based Restricted Stock Unit or other pertinent terms and conditions of the option Performance-Based Restricted Stock Unit as provided by subsection 7(b4(b) below. Such an adjustment shall be made successively each time any such change in the outstanding Shares of the class which may be purchased received upon exercise settlement of the option Performance-Based Restricted Stock Unit or extraordinary distribution in respect of such outstanding Shares or extraordinary change in the capital structure of the Company shall occur.

Appears in 8 contracts

Samples: Restricted Stock Unit Agreement (Magellan Health Inc), Restricted Stock Unit Agreement (Magellan Health Inc), Restricted Stock Unit Agreement (Magellan Health Inc)

Adjustment Generally. If while the option Restricted Stock Unit remains in effect there shall be any change in the outstanding Shares of the class which may are to be purchased issued upon exercise settlement of the optionRestricted Stock Unit, through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, reverse stock split, combination of shares, exchange of shares for other securities or other like change in the outstanding Shares, or any spin-off, split-off, dividend in kind or other extraordinary dividend or other distribution in respect of such outstanding Shares or other extraordinary change in the capital structure of the Company, an adjustment shall be made to the terms of the option Restricted Stock Unit so that the option Restricted Stock Unit shall thereafter be exercisableultimately settled, otherwise on the same terms and conditions as provided by the Option Restricted Stock Unit Award Notice, this Agreement and the Plan, for such securities, cash and/or other property as would have been received in respect of the Shares that would have been issued upon exercise settlement of the option Restricted Stock Unit had the option Restricted Stock Unit been exercised settled in full immediately prior to such change or distribution (whether or not the option Restricted Stock Unit was then exercisable in fullfully vested) or, if and to the extent the Committee determines that so adjusting the consideration to be received upon exercise settlement of the optionRestricted Stock Unit, in whole or in part, is not practicable, the Committee shall equitably modify the consideration to be received in respect of the exercise settlement of the option or the Exercise Price Restricted Stock Unit or other pertinent terms and conditions of the option Restricted Stock Unit as provided by subsection 7(bSection 4(b) below. Such an adjustment shall be made successively each time any such change in the outstanding Shares of the class which may be purchased received upon exercise settlement of the option Restricted Stock Unit or extraordinary distribution in respect of such outstanding Shares or extraordinary change in the capital structure of the Company shall occur.

Appears in 5 contracts

Samples: Restricted Stock Unit Agreement (Magellan Health Inc), Restricted Stock Unit Agreement (Magellan Health Inc), Restricted Stock Unit Agreement (Magellan Health Inc)

Adjustment Generally. If while the option remains in effect there shall be any change in the outstanding Shares of the class which may be purchased upon exercise of the option, through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, reverse stock split, combination of shares, exchange of shares for other securities or other like change in the outstanding Shares, or any spin-off, split-off, dividend in kind or other extraordinary dividend or other distribution in respect of such outstanding Shares or other extraordinary change in the capital structure of the Company, an adjustment shall be made to the terms of the option so that the option shall thereafter be exercisable, otherwise on the same terms and conditions as provided by the Option Award Notice, this Agreement and the Plan, for such securities, cash and/or other property as would have been received in respect of the Shares that would have been issued upon exercise of the option had the option been exercised in full immediately prior to such change or distribution (whether or not the option was then exercisable in full) or, if and to the extent the Committee determines that so adjusting the consideration to be received upon exercise of the option, in whole or in part, is not practicable, the Committee shall equitably modify the consideration to be received in respect of the exercise of the option or the Exercise Price or other pertinent terms and conditions of the option as provided by subsection Section 7(b) below. Such an adjustment shall be made successively each time any such change in the outstanding Shares of the class which may be purchased upon exercise of the option or extraordinary distribution in respect of such outstanding Shares or extraordinary change in the capital structure of the Company shall occur.

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (Magellan Health Inc), Stock Option Agreement (Magellan Health Inc)

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Adjustment Generally. If while the this option remains in effect there shall be any change in the outstanding Shares of the class which may be purchased upon exercise of the this option, through merger, consolidation, reorganization, recapitalization, stock dividend, dividend or stock split, reverse stock split, combination of shares, exchange of shares for other securities split or other like change in the outstanding Shares, or any spin-off, split-off, dividend in kind or other extraordinary dividend or other distribution in respect of such outstanding Shares or other extraordinary change in the capital structure of the Company, an adjustment shall be made to the terms of the this option so that the this option shall thereafter be exercisable, otherwise on the same terms and conditions as provided by the Option Award Notice, this Agreement and the Plan, for such securities, cash and/or other property as would have been received in respect of the Shares that would have been issued upon exercise of the this option had the this option been exercised in full immediately prior to such change or distribution (whether or not the this option was then exercisable in fullexercisable) or, if and to the extent the Committee Board of Directors determines that so adjusting the consideration to be received upon exercise of the this option, in whole or in part, is not practicable, the Committee Board of Directors shall equitably modify the consideration to be received in respect of the exercise of the this option or the Exercise Price or other pertinent terms and conditions of the this option as provided by subsection 7(b) below. Such an adjustment shall be made successively each time any such change in the outstanding Shares of the class which may be purchased upon exercise of the this option or extraordinary distribution in respect of such outstanding Shares or extraordinary change in the capital structure of the Company shall occur.

Appears in 1 contract

Samples: Restricted Stock and Stock Option Award Agreement (Magellan Health Services Inc)

Adjustment Generally. If while the option Performance-Based Restricted Stock Unit remains in effect there shall be any change in the outstanding Shares of the class which may are to be purchased issued upon exercise settlement of the optionPerformance-Based Restricted Stock Unit, through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, reverse stock split, combination of shares, exchange of shares for other securities or other like change in the outstanding Shares, or any spin-off, split-off, dividend in kind or other extraordinary dividend or other distribution in respect of such outstanding Shares or other extraordinary change in the capital structure of the Company, an adjustment shall be made to the terms of the option Performance-Based Restricted Stock Unit so that the option Performance-Based Restricted Stock Unit shall thereafter be exercisableultimately settled, otherwise on the same terms and conditions as provided by the Option Performance-Based Restricted Stock Unit Award Notice, this Agreement and the Plan, for such securities, cash and/or other property as would have been received in respect of the Shares that would have been issued upon exercise settlement of the option Performance-Based Restricted Stock Unit had the option Performance-Based Restricted Stock Unit been exercised settled in full immediately prior to such change or distribution (whether or not the option Performance-Based Restricted Stock Unit was then exercisable in fullfully vested) or, if and to the extent the Committee determines that so adjusting the consideration to be received upon exercise settlement of the optionPerformance-Based Restricted Stock Unit, in whole or in part, is not practicable, the Committee shall equitably modify the consideration to be received in respect of the exercise settlement of the option or the Exercise Price Performance-Based Restricted Stock Unit or other pertinent terms and conditions of the option Performance-Based Restricted Stock Unit as provided by subsection 7(b4(b) below. Such an adjustment shall be made successively each time any such change in the outstanding Shares of the class which may be purchased received upon exercise settlement of the option Performance-Based Restricted Stock Unit or extraordinary distribution in respect of such outstanding Shares or extraordinary change in the capital structure of the Company shall occur.. ​

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Magellan Health Inc)

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