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 Company Common Stock or in the number of outstanding shares of Company Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other change in the corporate or capital structure of 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 to be issued by 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 Parent shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that Parent would have received in respect of Company 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 2 contracts

Samples: Stock Option Agreement (Avnet Inc), Stock Option Agreement (Kent Electronics Corp)

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Adjustments upon Share Issuances, Changes in Capitalization, Etc. (a) In the event of any change in Company Common Stock or in the number of outstanding shares of Company Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other change in the corporate or capital structure of 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 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 Parent shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that Parent would have received in respect of to the Company Common Stock if the Stock Option had been exercised immediately prior to such event, or the record date therefor, as applicable applicable, and elected to the fullest extent it would have been permitted to elect, to receive such securities, cash or other property.2

Appears in 2 contracts

Samples: Agreement and Plan of Merger Agreement and Plan of Merger (Kerr Acquistion Corp), Company Option Agreement Stock Option Agreement (Kerr Acquistion Corp)

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Adjustments upon Share Issuances, Changes in Capitalization, Etc. (a) In the event of any change in Company Common Stock or in the number of outstanding shares of Company Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other change in the corporate or capital structure of the Company (including, without limitation, the declaration or payment of an extraordinary a dividend of cash, securities or other property), the type and number of shares or securities the Shares to be issued by 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 Parent shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that Parent would have received in with respect of to the Company Common Stock if the Stock Option had been exercised immediately prior to such event, event or the record date therefor, as applicable 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 1 contract

Samples: Stock Option Agreement (Technisource Inc)

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