Common use of Adjustment upon Changes in Capitalization or Merger Clause in Contracts

Adjustment upon Changes in Capitalization or Merger. (a) In the event of any change in the outstanding shares of Common Stock by reason of a stock dividend, stock split, split-up, merger, consolidation, recapitalization, combination, conversion, exchange of shares, extraordinary or liquidating dividend or similar transaction which would have the effect of diluting CIG's rights hereunder, the type and number of shares or securities purchasable upon the exercise of the Stock Option or upon delivery of a Notice of Proposed Transfer and the Exercise Price or Revised Exercise Price, as applicable, shall be adjusted appropriately, and proper provision will be made in the agreements governing such transaction, so that CIG or its designee will receive upon exercise of the Stock Option or upon purchase of Transfer Shares the number and class of shares or other securities or property that CIG or its designee would have received in respect of the Option Shares or Transfer Shares had the Stock Option been exercised or the Transfer Shares been purchased immediately prior to such event or the record date therefor, as applicable.

Appears in 3 contracts

Samples: Stock Option Agreement (Global Telesystems Inc), Stock Option Agreement (Golden Telecom Inc), Stock Option Agreement (Capital International Global Emerging Markets Priv Eq Fd Lp)

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Adjustment upon Changes in Capitalization or Merger. (a) In the event of any change in the outstanding shares of Common Stock by reason of a stock dividend, stock split, split-up, merger, consolidation, recapitalization, combination, conversion, exchange of shares, extraordinary or liquidating dividend or similar transaction which would have the effect of diluting CIG's Barings' rights hereunder, the type and number of shares or securities purchasable upon the exercise of the Stock Option or upon delivery of a Notice of Proposed Transfer and the Exercise Price or Revised Exercise Price, as applicable, shall be adjusted appropriately, and proper provision will be made in the agreements governing such transaction, so that CIG Barings or its designee will receive upon exercise of the Stock Option or upon purchase of Transfer Shares the number and class of shares or other securities or property that CIG Barings or its designee would have received in respect of the Option Shares or Transfer Shares had the Stock Option been exercised or the Transfer Shares been purchased immediately prior to such event or the record date therefor, as applicable.

Appears in 2 contracts

Samples: Stock Option Agreement (Global Telesystems Inc), Stock Option Agreement (Golden Telecom Inc)

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