Common use of Adjustments upon Share Issuances, Changes in Capitalization, Etc Clause in Contracts

Adjustments upon Share Issuances, Changes in Capitalization, Etc. (a) In the event of any change in Issuer Common Stock or in the number of outstanding shares of Issuer Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other extraordinary change in the corporate or capital structure of Issuer (including, without limitation, the declaration or payment of an extraordinary dividend of cash, securities or other property), the type and number of shares or securities to be issued by Issuer upon exercise of the Stock Option shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that Grantee shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock if Grantee had exercised the Stock Option immediately prior to such event or the record date therefor, as applicable, and had elected (to the fullest extent it would have been permitted to elect) to receive such securities, cash or other property.

Appears in 6 contracts

Samples: Stock Option Agreement (Agile Software Corp), Stock Option Agreement (Parexel International Corp), Stock Option Agreement (Parexel International Corp)

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Adjustments upon Share Issuances, Changes in Capitalization, Etc. (a) In the event of any change in Issuer Company Common Stock or in the number of outstanding shares of Issuer Company Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other extraordinary change in the corporate or capital structure of Issuer the Company (including, without limitation, the declaration or payment of an extraordinary dividend of cash, securities or other property), the type and number of shares or securities the Shares to be issued by Issuer the Company upon exercise of the Stock Option shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that Grantee Parent shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that Grantee Parent would have received in respect of Issuer to the Company Common Stock if Grantee the Option had been exercised the Stock Option immediately prior to such event event, or the record date therefor, as applicable, and such Company Common Stock had elected (to the fullest extent it would have been permitted to elect) , to receive such securities, cash or other property.

Appears in 2 contracts

Samples: Company Option Agreement (Kerr Group Inc), Company Option Agreement (Kerr Group Inc)

Adjustments upon Share Issuances, Changes in Capitalization, Etc. (a) In the event of any change in Issuer Common Stock or in the number of outstanding shares of Issuer Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other extraordinary change in the corporate or capital structure of Issuer (including, without limitation, the declaration or 7 5 payment of an extraordinary dividend of cash, securities or other property), the type and number of shares or securities to be issued by Issuer upon exercise of the Stock Option shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that Grantee shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock if Grantee had exercised the Stock Option immediately prior to such event or the record date therefor, as applicable, and had elected (to the fullest extent it would have been permitted to elect) to receive such securities, cash or other property.

Appears in 2 contracts

Samples: Stock Option Agreement (Synetic Inc), Stock Option Agreement (Synetic Inc)

Adjustments upon Share Issuances, Changes in Capitalization, Etc. (a) In the event of any change in Issuer the Grantor Common Stock or in the number of outstanding shares of Issuer Grantor Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other extraordinary change in the corporate or capital structure of Issuer the Grantor (including, without limitation, the declaration or payment of an extraordinary dividend of cash, securities or other property), the type and number of shares or securities to be issued by Issuer the Grantor upon exercise of the Stock Option shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that the Grantee shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that the Grantee would have received in respect of Issuer the Grantor Common Stock if Grantee had exercised the Stock Option had been exercised immediately prior to such event event, or the record date therefor, as applicable, and had elected (to the fullest extent it would have been permitted to elect) elect to receive such securities, cash or other property.

Appears in 2 contracts

Samples: Stock Option Agreement (Cell Genesys Inc), Stock Option Agreement (Cell Genesys Inc)

Adjustments upon Share Issuances, Changes in Capitalization, Etc. (a) In the event of any change in Issuer the Grantor Common Stock or in the number of outstanding shares of Issuer Grantor Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other extraordinary change 17 5 in the corporate or capital structure of Issuer the Grantor (including, without limitation, the declaration or payment of an extraordinary dividend of cash, securities or other property), the type and number of shares or securities to be issued by Issuer the Grantor upon exercise of the Stock Option shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that the Grantee shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that the Grantee would have received in respect of Issuer the Grantor Common Stock if Grantee had exercised the Stock Option had been exercised immediately prior to such event event, or the record date therefor, as applicable, and had elected (to the fullest extent it would have been permitted to elect) elect to receive such securities, cash or other property.

Appears in 1 contract

Samples: Stock Option Agreement (Somatix Therapy Corporation)

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Adjustments upon Share Issuances, Changes in Capitalization, Etc. (a) In the event of any change in Issuer the Grantor Common Stock or in the number of outstanding shares of Issuer Grantor Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other extraordinary change 5 5 in the corporate or capital structure of Issuer the Grantor (including, without limitation, the declaration or payment of an extraordinary dividend of cash, securities or other property), the type and number of shares or securities to be issued by Issuer the Grantor upon exercise of the Stock Option shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that the Grantee shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that the Grantee would have received in respect of Issuer the Grantor Common Stock if Grantee had exercised the Stock Option had been exercised immediately prior to such event event, or the record date therefor, as applicable, and had elected (to the fullest extent it would have been permitted to elect) elect to receive such securities, cash or other property.

Appears in 1 contract

Samples: Stock Option Agreement (Somatix Therapy Corporation)

Adjustments upon Share Issuances, Changes in Capitalization, Etc. (a) In the event of any change in Issuer the Grantor Common Stock or in the number of outstanding shares of Issuer Grantor Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other extraordinary change 6 5 in the corporate or capital structure of Issuer the Grantor (including, without limitation, the declaration or payment of an extraordinary dividend of cash, securities or other property), the type and number of shares or securities to be issued by Issuer the Grantor upon exercise of the Stock Option shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that the Grantee shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that the Grantee would have received in respect of Issuer the Grantor Common Stock if Grantee had exercised the Stock Option had been exercised immediately prior to such event event, or the record date therefor, as applicable, and had elected (to the fullest extent it would have been permitted to elect) elect to receive such securities, cash or other property.

Appears in 1 contract

Samples: Stock Option Agreement (Somatix Therapy Corporation)

Adjustments upon Share Issuances, Changes in Capitalization, Etc. (a) In the event of any change in Issuer the Grantor Common Stock or in the number of outstanding shares of Issuer Grantor Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other extraordinary change 5 in the corporate or capital structure of Issuer the Grantor (including, without limitation, the declaration or payment of an extraordinary dividend of cash, securities or other property), the type and number of shares or securities to be issued by Issuer the Grantor upon exercise of the Stock Option shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that the Grantee shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that the Grantee would have received in respect of Issuer the Grantor Common Stock if Grantee had exercised the Stock Option had been exercised immediately prior to such event event, or the record date therefor, as applicable, and had elected (to the fullest extent it would have been permitted to elect) elect to receive such securities, cash or other property.

Appears in 1 contract

Samples: Stock Option Agreement (Cell Genesys Inc)

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