Adjustments Acceleration. (a) If, after December 31, 1996, the Company (i) pays a dividend or makes a distribution on the Company Common Stock in shares of Company Common Stock; (ii) subdivides the outstanding shares of Company Common Stock into a greater number of shares or (iii) combines the outstanding shares of Company Common Stock into a smaller number of shares, then this Option and the number of Option Shares and the Option Price per share in effect immediately prior to the opening of business on the record date for such dividend or distribution or the effective date of such subdivision or combination shall be adjusted so that Grantee upon exercise thereafter of the Option may receive the number of shares of Company Common Stock that Grantee would have owned immediately following such event if Grantee had exercised the Option immediately prior to the record date for, or effective date of, as the case may be, such event. The adjustment contemplated by the preceding sentence shall be made successively whenever any event listed above shall occur. For a dividend or distribution, the adjustment shall become effective immediately after the record date for the dividend or distribution. For a subdivision or combination, the adjustment shall become effective immediately after the effective date of the subdivision or combination. (b) The Option shall also be subject to adjustment (including, without limitation, as to the number of Option Shares and the Option Price per share) in the sole discretion of the Company Board and in such manner as the Company Board may deem equitable and appropriate in connection with the occurrence of any of the following events after December 31, 1996 that affects the Company Common Stock such that an adjustment would be required in order to preserve the benefits or potential benefits intended to be made available under this Agreement: any dividend or distribution on the Company Common Stock in shares of the Company's capital stock (other than Company Common Stock); any reclassification of the Company Common Stock into shares of the Company's capital stock (other than a reclassification by way of an Approved Transaction); any extraordinary cash dividend; any distribution of any rights, warrants or options to holders of Company Common Stock; any distribution of any assets or debt securities (other than cash dividends or distributions that are not extraordinary cash dividends); any recapitalization, reorganization, split up or spin off; and any merger, consolidation or binding share exchange that reclassifies or changes the outstanding Company Common Stock or other similar corporate event (other than those which
Appears in 1 contract
Sources: Option to Purchase Common Stock (Tele Communications Inc /Co/)
Adjustments Acceleration. (a) If, after December 31, 1996, the Company (i) pays a dividend or makes a distribution on the Company Common Stock in shares of Company Common Stock; (ii) subdivides the outstanding shares of Company Common Stock into a greater number of shares or (iii) combines the outstanding shares of Company Common Stock into a smaller number of shares, then this Option and the number of Option Shares and the Option Price per share in effect immediately prior to the opening of business on the record date for such dividend or distribution or the effective date of such subdivision or combination shall be adjusted so that Grantee upon exercise thereafter of the Option may receive the number of shares of Company Common Stock that Grantee would have owned immediately following such event if Grantee had exercised the Option immediately prior to the record date for, or effective date of, as the case may be, such event. The adjustment contemplated by the preceding sentence shall be made successively whenever any event listed above shall occur. For a dividend or distribution, the adjustment shall become effective immediately after the record date for the dividend or distribution. For a subdivision or combination, the adjustment shall become effective immediately after the effective date of the subdivision or combination.
(b) The Option shall also be subject to adjustment (including, without limitation, as to the number of Option Shares and the Option Price per share) in the sole discretion of the Company Board and in such manner as the Company Board may deem equitable and appropriate in connection with the occurrence of any of the following events after December 31, 1996 that affects the Company Common Stock such that an adjustment would be required in order to preserve the benefits or potential benefits intended to be made available under this Agreement: any dividend or distribution on the Company Common Stock in shares of the Company's capital stock (other than Company Common Stock); any reclassification of the Company Common Stock into shares of the Company's capital stock (other than a reclassification by way of an Approved Transaction); any extraordinary cash dividend; any distribution of any rights, warrants or options to holders of Company Common Stock; any distribution of any assets or debt securities (other than cash dividends or distributions that are not extraordinary cash dividends); any recapitalization, reorganization, split up or spin off; and any merger, consolidation or binding share exchange that reclassifies or changes the outstanding Company Common Stock or other similar corporate event (other than those whichwhich constitute Approved Transactions). Notwithstanding the foregoing, in the event of any reclassification or recapitalization of the Company Common Stock into two or more classes or series of common stock with different voting rights (however the same may be effected), no adjustment to the Option shall be required that would entitle Grantee to receive shares of any class or series of common stock of the Company other than the class or series with the fewest number of votes per
Appears in 1 contract
Sources: Option to Purchase Common Stock (Tele Communications Inc /Co/)
Adjustments Acceleration. (a) If, after December 31, 1996, the Company (i) pays a dividend or makes a distribution on the Company Common Stock in shares of Company Common Stock; (ii) subdivides the outstanding shares of Company Common Stock into a greater number of shares or (iii) combines the outstanding shares of Company Common Stock into a smaller number of shares, then this Option and the number of Option Shares and the Option Price per share in effect immediately prior to the opening of business on the record date for such dividend or distribution or the effective date of such subdivision or combination shall be adjusted so that Grantee upon exercise thereafter of the Option may receive the number of shares of Company Common Stock that Grantee would have owned immediately following such event if Grantee had exercised the Option immediately prior to the record date for, or effective date of, as the case may be, such event. The adjustment contemplated by the preceding sentence shall be made successively whenever any event listed above shall occur. For a dividend or distribution, the adjustment shall become effective immediately after the record date for the dividend or distribution. For a subdivision or combination, the adjustment shall become effective immediately after the effective date of the subdivision or combination.
(b) The Option shall also be subject to adjustment (including, without limitation, as to the number of Option Shares and the Option Price per share) in the sole discretion of the Company Board and in such manner as the Company Board may deem equitable and appropriate in connection with the occurrence of any of the following events after December 31, 1996 that affects the Company Common Stock such that an adjustment would be required in order to preserve the benefits or potential benefits intended to be made available under this Agreement: any dividend or distribution on the Company Common Stock in shares of the Company's capital stock (other than Company Common Stock); any reclassification of the Company Common Stock into shares of the Company's capital stock (other than a reclassification by way of an Approved Transaction); any extraordinary cash dividend; any distribution of any rights, warrants or options to holders of Company Common Stock; any distribution of any assets or debt securities (other than cash dividends or distributions that are not extraordinary cash dividends); any recapitalization, reorganization, split up or spin off; and any merger, consolidation or binding share exchange that reclassifies or changes the outstanding Company Common Stock or other similar corporate event (other than those which
Appears in 1 contract
Sources: Option to Purchase Common Stock (Tele Communications Inc /Co/)