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 Bergen Common Stock or in the number of outstanding shares of Bergen 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 Bergen (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 Bergen upon exercise of the Stock Option shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that IVAX shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX would have received in respect of Bergen Common Stock if the Stock Option had been exercised immediately prior to such event, or the record date therefor, as applicable and elected to the fullest extent it would have been permitted to elect, to receive such securities, cash or other property.

Appears in 4 contracts

Samples: 2 Stock Option Agreement (Ivax Corp /De), Stock Option Agreement (Bergen Brunswig Corp), Stock Option Agreement (Bergen Brunswig Corp)

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Adjustments upon Share Issuances, Changes in Capitalization, Etc. (a) In the event of any change in Bergen IVAX Common Stock or in the number of outstanding shares of Bergen IVAX 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 Bergen IVAX (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 Bergen IVAX upon exercise of the Stock Option shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that IVAX Bergen shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX Bergen would have received in respect of Bergen IVAX Common Stock if the Stock Option had been exercised immediately prior to such event, or the record date therefor, as applicable and elected to the fullest extent it would have been permitted to elect, to receive such securities, cash or other property.

Appears in 4 contracts

Samples: Stock Option Agreement (Bergen Brunswig Corp), 2 Stock Option Agreement (Ivax Corp /De), Stock Option Agreement (Bergen Brunswig Corp)

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