Adjustments for Certain Events. Anything in this agreement to the contrary notwithstanding, all prices per share and exchange ratios referred to in this Agreement shall be appropriately adjusted to account for stock dividends, split-ups, mergers, recapitalizations, combinations, conversions, exchanges of shares or the like, but not for normal and recurring cash dividends declared or paid in a manner consistent with the established practice of the payer.
Adjustments for Certain Events. In the event that a transaction or change in capitalization described in Section 4.2(b) of the Plan occurs, without limiting the application of Sections 4.2 and 12.1 of the Plan, the Company shall equitably adjust the Targets to reflect the applicable event. In the event of a Liquidity Event, the PSUs either (i) shall be assumed by the surviving entity, with equitable adjustments to the number of PSUs and the Targets or (ii) shall be fully vested with respect to time vesting and with respect to performance vesting, shall be vested to the extent Targets are achieved as of the date of the Liquidity Event, and the shares of Common Stock to be paid in respect of the PSUs shall be treated in the Liquidity Event as are other shares of Common Stock.
Adjustments for Certain Events. Except for Cash Dividends, in the event that there shall occur any transaction, other event or adjustment in the Common Stock that would require an adjustment of any performance share units then outstanding under the 2016 Equity Plan, (i) the PSUs shall be adjusted in the same manner as the Committee determines to adjust the other performance share units then outstanding under the 2016 Equity Plan (or, if more favorable to Executive, in the same manner as the adjustment of performance share units then outstanding under the Tribune Company 2013 Equity Incentive Plan) and (ii) all outstanding Stock Price Hurdles shall be adjusted by the Committee in a manner that, following such transaction, event or adjustment, maintains the same ratio (as determined in such reasonable manner as the Committee shall determine) of the Stock Price Hurdles to the fair market value of the Common Stock (as determined pursuant to the 2016 Equity Plan) as was in effect immediately prior to such transaction, event or adjustment. Following any adjustment under this Section 4, a determination shall be made whether a Vesting Date has occurred as a result of such adjustment resulting in achievement of one or more Stock Price Hurdles. All non-cash distributions, if any, received by the Participant with respect to the PSUs as a result of any stock split, stock distributions, combination of shares, or other similar transaction shall be subject to the restrictions of this Agreement and the vesting conditions specified herein.
Adjustments for Certain Events. (a) In the event of any change in the Company Capital Stock or Option Shares by reason of a stock dividend, stock split, split-up, recapitalization, reorganization, business combination, consolidation, exchange of shares, or any similar transaction or other change in the capital structure of the Company affecting the Company Capital Stock or the acquisition by any Shareholder of additional Company Capital Stock, Company Stock Rights or other securities or rights of the Company (whether through the exercise of any options, warrants or other Company Stock Rights or otherwise), (i) the number of Shares owned by such Shareholder shall be adjusted appropriately, (ii) the type and number of shares or securities subject to the Option and the Option Share Purchase Price (as defined in Section 8 of this Agreement) shall be adjusted appropriately and (iii) this Agreement and the Shareholders' obligations under this Agreement shall attach to any additional Company Capital Stock, Company Stock Rights or other securities or rights of the Company issued to or acquired by each of the Shareholders.
Adjustments for Certain Events. For purposes of determining the adjusted Conversion Price under Section 9(d) hereof, the following shall be applicable:
Adjustments for Certain Events. After any stock split, stock dividend, reverse stock split, recapitalization, reclassification, merger, consolidation, statutory share exchange, sale of all or substantially all of the Company's assets, combination or exchange of shares, separation, reorganization or liquidation of the Company occurring after the date of this Agreement (each a "Special Event"), as a result of which (a) shares or other securities of any class, or rights to purchase shares or other securities of any class, are issued in respect of outstanding shares of common stock of the Company (or are issuable in respect of securities convertible into shares of common stock of the Company) or (b) shares of common stock of the Company are changed into the same or a different number of shares of the same or another class or classes, other securities, cash or other assets or rights to receive any of the foregoing, then all shares of common stock of the Company or shares of another class or classes, other securities, cash or other assets or rights to receive any of the foregoing relating to any of the Stock and received in connection with any such Special Event will be subject to
Adjustments for Certain Events. In the event that Parent, Sub or Company effects a forward or reverse stock split, stock dividend, stock combination, recapitalization or similar transaction after the date hereof, any provision of this Agreement which refers to a specific number of shares or a price per share shall be appropriately adjusted without further action to the parties hereto to fully reflect such event.
Adjustments for Certain Events. Notwithstanding any provision contained herein or in any other related document, in the event of a change in the outstanding Common Stock of the Company by reason of a stock dividend, split-up, split-down, reverse split, recapitalization, merger, consolidation, combination or exchange of shares, spin-off, reorganization, liquidation or the like, then the aggregate number of shares and price per share subject to the Option shall be appropriately adjusted by the Board of Directors of the Company, whose determination shall be conclusive.
Adjustments for Certain Events. In the event that a transaction or change in capitalization described in Section 4.2(b) of the Plan occurs, without limiting the application of Sections 4.2 and 12.1 of the Plan, the Company shall equitably adjust the Total Shareholder Return goals to reflect the applicable event. In the event of a Liquidity Event, the PSUs either (i) shall be assumed by the surviving entity, with equitable adjustments to the number of PSUs and the Total Shareholder Return goals or (ii) shall be fully vested with respect to time vesting and with respect to performance vesting, shall be vested to the extent Total Shareholder Return goals are achieved as of the date of the Liquidity Event, and the shares of Common Stock to be paid in respect of the PSUs shall be treated in the Liquidity Event as are other shares of Common Stock. The term “Liquidity Event” shall have the meaning set forth in the Contribution Agreement.
Adjustments for Certain Events
