Changes in Capital. Subject only to making any adjustment to the Exchange Ratio and related computations prescribed by this Section, nothing contained in this Plan of Merger shall preclude Old Kent from amending its restated articles of incorporation to change its capital structure or from issuing additional shares of Old Kent Common Stock, preferred stock, shares of other capital stock, or securities that are convertible into shares of capital stock.
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.
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 pursuant to this Section 4 may cause a diminution (measured immediately following such adjustment) in the market value of the Restricted Shares.
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 Benaxxxxxx xxxsuant 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 Benaxxxxxx xxxh 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 Benaxxxxxx xxxee, 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. If any change is made in the Common Stock subject to the Plan, or subject to any Award, without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company), the Plan will be appropriately adjusted in the class(es) and maximum number of shares subject to the Plan and the maximum number of shares subject to award to any person during any calendar year, and the outstanding Awards will be appropriately adjusted in the class(es) and number of shares and price per share of stock subject to such outstanding Awards. Such adjustments shall be made by the Committee proportionately, so as to put the Participant in the same economic position both prior to and after the change in capital. The determination of the Committee shall be final, binding and conclusive. (The conversion of any convertible securities of the Company shall not be treated as a “transaction not involving the receipt of consideration by the Company.”)
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. If, prior to the expiration of this option, there shall be any changes in the capitalization of the Company by reason of stock dividends, stock splits, recapitalizations, combinations, exchanges of shares, spin-off's, liquidations, reclassifications or other similar events, then the number of shares available for purchase hereunder and the option price shall be adjusted proportionally by the Board of Directors of the Company as in its sole discretion shall deem equitable.
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.
