Changes in Capital Sample Clauses

Changes in Capital. Subject only to making any adjustment provided in this Section 2.2, nothing contained in this Plan of Merger shall preclude Chemical from amending its articles of incorporation to change its capital structure or from issuing additional shares of Chemical Common Stock, preferred stock, shares of other capital stock or securities that are convertible into shares of capital stock.

Changes in Capital. (a) The existence of the Option granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company's capital structure or its business, any merger or consolidation of the Company or any subsidiary of the Company, any issue of debt, preferred or prior preference stock ahead of or affecting Stock, the authorization or issuance of additional shares of Stock, the dissolution or liquidation of the Company or its subsidiaries, any sale or transfer of all or part of its assets or business or any other corporate act or proceeding. (i) Upon changes in the outstanding Stock by reason of a stock dividend, stock split, reverse stock split, subdivision, recapitalization, reclassification, merger, consolidation (whether or not the Company is a surviving corporation), combination or exchange of shares of Stock, separation, or reorganization, or in the event of an extraordinary dividend, "spin-off," liquidation, other substantial distribution of assets of the Company or acquisition of property or stock or other change in capital of the Company, or the issuance by the Company of shares of its capital stock without receipt of full consideration therefor, or rights or securities exercisable, convertible or exchangeable for shares of such capital stock, or any similar change affecting the Company's capital structure, the number, class and kind of shares under the Option and the exercise price per share of the Option may be appropriately adjusted by the Board, in its discretion, to preserve the benefits or potential benefits intended to be made by the Option under this Agreement or as otherwise necessary to reflect any such change. (ii) Fractional shares of Stock resulting from any adjustment in the Option pursuant to subsection (b)(i) above shall be aggregated until, and eliminated at, the time of exercise of the Option. Notice of any adjustment shall be given by the Company to the Optionee and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of this Agreement. (c) In the event of a Change of Control: (i) In its discretion, and on such terms and conditions as it deems appropriate, the Board may provide, by resolution adopted prior to the occurrence of the Change of Control, that the Option shall be adjusted by substituting for Stock subject to the Option stock or other securities...

Changes in Capital. Subject only to making any adjustment provided above in related computations prescribed in this Section, nothing contained in this Plan of Merger shall preclude Acquirer from amending its articles of incorporation to change its capital structure or from issuing additional shares of Acquirer Common Stock, preferred stock, shares of other capital stock or securities that are convertible into shares of capital stock.

Changes in Capital. If the Common Shares of the Company shall at any time be changed or exchanged by declaration of a stock dividend, stock split, combination of shares, spin-off, recapitalization, merger, consolidation or other corporate reorganization in which the Company is the surviving corporation, or if the Company shall pay an extraordinary dividend on its Common Shares, or in the event of a similar corporate event (each, a "Corporate Event"), the number and/or kind of shares represented by the Restricted Shares may be appropriately adjusted, at the discretion of the Company; provided, however, that no adjustment or failure to adjust pursuant to this Section 4 may cause a diminution (measured immediately following such adjustment or failure to adjust) in the market value of the Restricted Shares.

Changes in Capital. Each Holder of Warrant Shares shall have the benefit of the provisions set forth in Article II of the Stockholders Agreement (Changes In Capital) with respect to the Warrant Shares, including the right to purchase New Equity Securities (as defined therein) on the terms set forth therein. For purposes of all calculations pursuant to said Article II, all Warrants shall be deemed to have been exercised for Warrant Shares and each Holder which holds Warrants shall be deemed to hold the number of Warrant Shares issuable upon exercise of such Holder's Warrants and any other shares of Common Stock held by such Holder.

Changes in Capital. Subject only to making any adjustment provided above in related computations prescribed in this section, nothing contained in this Agreement shall preclude IBT from amending its Articles of Incorporation to change its capital structure or from issuing additional shares of IBT Common Stock, preferred stock, shares of other capital stock or securities that are convertible into shares of capital stock.

Changes in Capital. Buyer shall not without the prior written consent of Seller before the Closing Date: (i) make any change in its Articles of Incorporation; (ii) issue or agree to issue any additional shares of its common or preferred stock or other securities except for fair value in an arms-length transaction; (iii) sell, exchange or otherwise dispose of any of its properties, assets or rights, except in the ordinary course of business; or (iv) declare or pay any dividends on its common or preferred stock or authorize or make any distribution upon or with respect to its common or preferred stock or purchase any shares of its common or preferred stock or other securities.

Changes in Capital. Notwithstanding any other provision of this Agreement to the contrary, if because of fluctuations in foreign exchange rates, the sum of Nextel's payments to the Company in accordance with Section 2.1(b)(vi) and Exhibit 2.1(b)(vi) of the Stock Purchase Agreement, after converting such amounts into Nuevos Soles, and the payments and capital contributions made by Motorola and Bena▇▇▇▇▇▇ ▇▇▇suant to this Section 2.1(b) (such sum being referred to as the "CONTRIBUTED CAPITAL") is greater than the authorized capital of the Company after giving effect to the Capital Increase (as defined in the Stock Purchase Agreement), each of the parties hereto agrees to authorize an increase in the capital of the Company to cover such excess and to issue without additional consideration such new share capital of the Company to Nextel, Motorola and Bena▇▇▇▇▇▇ ▇▇▇h that after such issuance, their relative ownership of the Company is identical to the relative ownership set forth on Exhibit I hereto. Notwithstanding any other provision of this Agreement to the contrary, if because of fluctuations in foreign exchange rates, the Contributed Capital is less than the authorized capital of the Company after giving effect to the Capital Increase, each of Motorola and Bena▇▇▇▇▇▇ ▇▇▇ee, on a pro rata basis, to transfer without additional consideration shares of Common Stock of the Company to Nextel such that after such transfer the relative ownership of the Company is identical to the relative ownership set forth on Exhibit I hereto.

Changes in Capital. Our Amended and Restated Articles of Association enable us to increase or reduce our share capital. Any such changes are subject to the provisions of the Israeli Companies Law and must be approved by a resolution duly passed by our shareholders at a general meeting by voting on such change in the capital. In addition, transactions that have the effect of reducing capital, such as the declaration and payment of dividends in the absence of sufficient retained earnings or profits and, in certain circumstances, an issuance of shares for less than their nominal value, require the approval of both our board of directors and an Israeli court.