Changes in Common Shares. In case at any time the Company shall be a party to any transaction (including, without limitation, a merger, consolidation, sale of all or substantially all of the Company's assets or recapitalization of the Common Shares) in which the previously outstanding Common Shares shall be changed into or exchanged for different securities of the Company or common stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of any of the foregoing (each such transaction being herein called the "Transaction" and the date of consummation of the Transaction being herein called the "Consummation Date"), then, as a condition of the consummation of the Transaction, lawful and adequate provisions shall be made so that each Holder, upon the exercise hereof at any time on or after the Consummation Date, shall be entitled to receive, and this Warrant shall thereafter represent the right to receive, in lieu of the Common Shares issuable upon such exercise prior to the Consummation Date, the highest amount of securities or other property to which such Holder would actually have been entitled as a holder of an Common Shares upon the consummation of the Transaction if such Holder had exercised such Warrant immediately prior thereto. The provisions of this Section 9.5 shall similarly apply to successive Transactions.
Changes in Common Shares. If there shall occur any recapitalization, reclassification, share dividend, extraordinary dividend, share split, reverse share split, or other distribution with respect to the Common Shares, or any merger, reorganization, consolidation or other change in corporate structure affecting the Common Shares, the Committee shall, in the manner and to the extent that it deems appropriate and equitable to the Grantee and consistent with the terms of the Plan, cause an adjustment in (i) the number and kind of shares subject to the Award and (ii) any other terms of the Award that are affected by the event.
Changes in Common Shares. If at any time or from time to time after the date hereof the Company shall (i) declare a dividend or make a distribution on its Common Shares payable in Common Shares, (ii) subdivide its outstanding Common Shares into a larger number of shares, (iii) combine its outstanding Common Shares into a smaller number of shares, (iv) increase or decrease the number of Common Shares outstanding by reclassification of its Common Shares, or (v) issue by reclassification of its Common Shares other securities of the Company, then the number of Warrant Shares immediately after the occurrence of such event shall be adjusted so that, after giving effect to such adjustment, the Holder shall be entitled to receive the number of Common Shares and Other Securities upon exercise that the Holder would have owned or have been entitled to receive had this Warrant been exercised immediately prior to the occurrence of the events described above (or, in the case of a dividend or distribution of Common Shares, immediately prior to the record date therefor), and the Exercise Price shall be adjusted to a number determined by multiplying the Exercise Price by a fraction,
Changes in Common Shares. In case at any time or from time to time after the Original Issue Date while any Warrants remain outstanding and unexpired in whole or in part, the Company shall be a party to or shall otherwise engage in any transaction or series of related transactions constituting: (1) a merger of the Company into, a direct or indirect sale of all of the Company’s equity to, a consolidation, amalgamation or similar transaction of the Company with, or a sale of all or substantially all of the assets of the Company and its Subsidiaries (taken as a whole) to, any other Person in which the previously outstanding Common Shares shall be (either directly or upon subsequent liquidation) cancelled, reclassified or converted or changed into or exchanged for securities or other property (including cash) or any combination of the foregoing, or (2) any merger of another Person into the Company or any recapitalization, reclassification or change of the Common Shares, in each case, in which the previously outstanding Common Shares shall be cancelled, reclassified or converted or changed into or exchanged for securities of the Company or other property (including cash) of the Company or another Person or any combination of the foregoing (any such transaction or series of related transactions in clauses (1) or (2), a “Transaction”) then:
Changes in Common Shares. (i) In the event that the Issuer shall at any time prior to the Expiration Date (A) declare a dividend on Common Shares in shares or other securities of the Issuer, (B) split or subdivide the outstanding Common Shares, (C) combine the outstanding Common Shares into a smaller number of shares, or (D) issue by reclassification of its Common Shares any shares or other securities of the Issuer or other corporation, then, in each such event, (x) the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of such shares or other securities of the Issuer or other corporation which the Warrantholder would have owned or have been entitled to receive after the happening of any of the events described above had this Warrant been exercised immediately prior to the happening of such event (or any record date with respect thereto) and (y) the Exercise Price per Warrant Share payable upon exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such event by a fraction, the numerator of which shall be the number of Warrant Shares purchasable upon the exercise of this Warrant immediately prior to such event, and the denominator of which shall be the number of Warrant Shares purchasable immediately after such event. Such adjustment shall be made whenever any of the events listed above shall occur. An adjustment made pursuant to this Section 0 shall become effective immediately after the effective date of the event, retroactive to the record date, if any, for the event.
Changes in Common Shares. If, and as often as, there are any changes in the Common Shares by way of stock split, stock dividend; combination or reclassification, or through merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof, as may be required, so that the rights and privileges granted by this Agreement shall continue with respect to the Common Shares as so changed.
Changes in Common Shares. In case at any time the Company shall be a party to any transaction (including, without limitation, a merger, consolidation, sale of all or substantially all of the Company's assets or recapitalization of the shares of Common Stock or Series A Preferred Stock) in which the previously outstanding shares of Common Stock or Series A Preferred Stock shall be changed into or exchanged for different securities of the Company or common stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of any of the foregoing (each such transaction being herein called the "Transaction" and the date of consummation of the Transaction being herein called the "Consummation Date"), then Xxxxxx (or his transferee), upon the exercise of his options hereunder at any time on or after the Consummation Date, shall be entitled to receive from the Founders, and his options shall thereafter represent the right to receive from the Founders, in lieu of shares of Common Stock or Series A Preferred Stock issuable upon such exercise prior to the Consummation Date, the highest amount of securities or other property to which Xxxxxx would actually have been entitled as a holder of a share of Common Stock or Series A Preferred Stock upon the consummation of the Transaction if such Xxxxxx (or his transferee) had exercised his option immediately prior thereto. The provisions of this Section 2.4 shall similarly apply to successive Transactions.
Changes in Common Shares. (a) In the event of any change in the capital structure or business of the Company by reason of any stock dividend or extraordinary dividend, stock split or reverse stock split, recapitalization, reorganization, merger, consolidation, amalgamation, split-up, combination or exchange of shares, non-cash distributions with respect to its outstanding Common Shares or capital stock other than Common Shares, reclassification of its capital stock, any sale or transfer of all or part of the Company's assets or business, or any similar change affecting the Company's capital structure or business and the Committee determines in good faith that an adjustment is necessary or appropriate to prevent substantial dilution or enlargement of the Executive's rights under this Agreement or as otherwise necessary to reflect the change, then the aggregate number and kind of shares to be issued upon exercise of the Option and the Option Price shall be appropriately adjusted consistent with such change in such manner as the Committee may deem equitable to prevent substantial dilution or enlargement of the Executive's rights under this Agreement or as otherwise necessary to reflect the change.
Changes in Common Shares or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events.
Changes in Common Shares. In case at any time the Company shall initiate any transaction or be a party to any transaction with a Person other than an Affiliate (including, without limitation, an amalgamation, merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Shares) in connection with which the Common Shares shall be changed into or exchanged for different securities of the Company or Capital Stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a “Transaction”), then as a condition of the consummation of the Transaction, lawful, enforceable and adequate provision shall be made so that the Holder shall be entitled to receive a new warrant in form and substance similar to, and in exchange for, this Warrant to purchase all or a portion of such securities or other property (subject to adjustments from and after the consummation date of the Transaction as nearly equivalent as possible to the adjustments provided for in this Section 5). The Company will not affect any Transaction unless prior to consummation thereof each corporation or other entity (other than the Company) which may be required to deliver any new warrant, securities or other property as provided herein assumes, by written instrument delivered to the Holder, the obligation to deliver to such Holder such new warrant, securities or other property as in accordance with the foregoing provisions such Holder may be entitled to receive and such corporation or entity shall have similarly delivered to the Holder an opinion of counsel for such corporation or entity, satisfactory to the Holder, which opinion shall state that all of the terms of the new warrant or this Warrant shall be enforceable against the Company and such corporation or entity in accordance with the terms hereof and thereof, together with such other opinions customary for such transactions as the Holder may reasonably request. The foregoing provisions of this Section 5(b) shall similarly apply to successive Transactions.
