Full-Dilution; Exchange or Conversion; Cooperation Clause Samples
The Full-Dilution; Exchange or Conversion; Cooperation clause defines how securities or equity interests are treated in the event of conversions, exchanges, or other transactions that could affect ownership percentages. It typically ensures that all outstanding securities are considered on a fully diluted basis, meaning as if all convertible securities, options, and warrants have been exercised or converted. This clause also requires parties to cooperate in executing necessary documents or actions to facilitate such exchanges or conversions. Its core function is to maintain fairness and transparency in ownership calculations and to ensure smooth administrative processes during corporate restructuring or financing events.
Full-Dilution; Exchange or Conversion; Cooperation. (i) The Shares represented hereby are outstanding and will be taken into account in all outstanding or fully-diluted calculations as required. In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, share combination, or other change in the corporate structure of the Company affecting the number or attributes of the outstanding Stock of the Company, such change shall apply to the Shares in the same manner as to all Stock of the Company.
(ii) In the event of a Change in Control which results in the Stock being exchanged for or converted into securities (the "New Securities") of another entity (the "New Entity"), which may or may not be an entity subject to U.S. tax and/or securities laws, the issue of any such New Securities is subject to compliance with the laws, rules and regulations of all jurisdictions and regulatory authorities applicable thereto, and to the requirements of any stock exchange or other market on which the New Securities may be listed or quoted. Employee agrees (a) to comply with all applicable laws, rules, regulations and requirements, (b) to furnish to the Company and/or the New Entity any information, report and/or undertakings required to comply with all applicable laws, rules, regulations and requirements and (c) to fully cooperate with the Company and/or the New Entity in complying with all applicable laws, rules, regulations and requirements.
Full-Dilution; Exchange or Conversion; Cooperation. (i) In the event of any stock dividend or other distribution, recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or exchange of Stock or other securities of the Company, issuance of warrants or other rights to purchase Stock or other securities of the Company, or other similar corporate transaction or event affects the Stock, in each case, such that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under this Agreement or with respect to any Restricted Stock Units granted hereunder, then the number of Restricted Stock Units granted hereunder shall automatically be proportionately adjusted so that benefits hereunder are not enlarged or diminished.
(ii) In the event of a Change in Control which results in the Stock being exchanged for or converted into securities (the “New Securities”) of another entity (the “New Entity”), which may or may not be an entity subject to U.S. tax and/or securities laws, the issuance of any such New Securities is subject to compliance with the laws, rules and regulations of all jurisdictions and regulatory authorities applicable thereto, and to the requirements of any stock exchange or other market on which the New Securities may be listed or quoted. Employee agrees (a) to comply with all applicable laws, rules, regulations and requirements, (b) to furnish to the Company and/or the New Entity any information, report and/or undertakings required to comply with all applicable laws, rules, regulations and requirements and (c) to fully cooperate with the Company and/or the New Entity in complying with all applicable laws, rules, regulations and requirements.