Adjustments Upon Changes in Capitalization Dissolution Merger or Asset Sale Sample Clauses
This clause defines how the rights and obligations under an agreement are modified if there are significant changes to a company's structure, such as changes in capitalization, dissolution, mergers, or asset sales. In practice, it may specify how shares, options, or other interests are adjusted if the company issues new stock, is acquired, or sells major assets. The core function of this clause is to ensure that parties are treated fairly and that their interests are preserved or equitably adjusted in the event of major corporate changes, thereby preventing unintended dilution or loss of rights.
Adjustments Upon Changes in Capitalization Dissolution Merger or Asset Sale. (a) Subject to any required action by the stockholders of the Company, the number of shares of Common Stock and class of securities covered by this Option, as well as the price per share of Common Stock covered by this Option and the vesting schedule, shall be proportionately adjusted (or a substituted option may be granted) for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off, split-up or other similar event or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board or its designated committee, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to this Option.
Adjustments Upon Changes in Capitalization Dissolution Merger or Asset Sale. (a) Changes in Capitalization.
(i) The limitations set forth in Section 3, the number and kind of Shares covered by each outstanding Award, and the price per Share (but not the total price) subject to each outstanding Award shall be proportionally adjusted to prevent dilution or enlargement of rights under the Plan for any change in the outstanding Common Stock subject to the Plan, or subject to any Award, resulting from any stock splits, combination or exchange of Shares, consolidation, spin-off or recapitalization of Shares or any capital adjustment or transaction similar to the foregoing or any distribution to holders of Common Stock other than regular cash dividends.
(ii) The Administrator shall make such adjustment in such manner as it deems equitable and appropriate, subject to compliance with Applicable Laws. Any determination, substitution or adjustment made by the Administrator under this Section shall be conclusive and binding on all persons. The conversion of any convertible securities of the Company shall not be treated as a transaction requiring any adjustment under this Section. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Award.
Adjustments Upon Changes in Capitalization Dissolution Merger or Asset Sale. (a) Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number of Option Shares, as well as the Exercise Price, shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Option Shares subject to the Option.
Adjustments Upon Changes in Capitalization Dissolution Merger or Asset Sale. The provisions of Section 15 of the Company’s 2007 Equity Compensation Plan (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Plan”), be and hereby are, incorporated by reference and shall apply to the Option as if the Option were made under the Plan. By your signature to this Grant Agreement below, you hereby acknowledge that you have received and reviewed a copy of the Plan. In the case of any conflict between the Plan and this Grant Agreement, this Grant Agreement shall control.
Adjustments Upon Changes in Capitalization Dissolution Merger or Asset Sale