Common use of Anti-dilution Adjustment Clause in Contracts

Anti-dilution Adjustment. Subject to any required action by the General Meeting of Shareholders and other corporate bodies of the Company, the total number and type of Shares issuable under this RSU Plan, shall be proportionally adjusted in such manner as the Administrator acting in good faith shall deem appropriate for (a) any increase or decrease in the number of issued shares of the Company resulting from a stock split, reverse stock split, stock dividend, combination, or reclassification of shares, or any other increase or decrease in the number of issued shares of the Company effected without receipt of cash consideration by the Company (including proportionate issuances of shares to all holders of shares of the Company by way of conversion of share premium) or (b) the occurrence of any other event which in the good faith judgment of the Administrator has substantially the same economic effect as any of the events described in clause (a) of this sentence. Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding, and conclusive. No issuance by the Company of shares of any class, or securities convertible into shares 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, unless otherwise determined by the Administrator.

Appears in 3 contracts

Sources: Restricted Share Unit Award Agreement (AVG Technologies N.V.), Restricted Share Unit Award Agreement (AVG Technologies N.V.), Restricted Share Unit Award Agreement (AVG Technologies N.V.)