Common use of Ownership Change Event, Non-Cash Dividends, Distributions and Adjustments Clause in Contracts

Ownership Change Event, Non-Cash Dividends, Distributions and Adjustments. Upon the occurrence of an Ownership Change Event, a dividend or distribution to the stockholders of the Company paid in shares of Stock or other property, or any other adjustment upon a change in the capital structure of the Company as described in Section 4.4 of the Plan, any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s dividend policy) to which the Participant is entitled by reason of the Participant’s ownership of Unvested Common Shares shall be immediately subject to the Company Reacquisition Right and included in the terms “Common Shares,” “Stock” and “Unvested Common Shares” for all purposes of the Company Reacquisition Right with the same force and effect as the Unvested Common Shares immediately prior to the Ownership Change Event, dividend, distribution or adjustment, as the case may be. For purposes of determining the number of Vested Common Shares following an Ownership Change Event, dividend, distribution or adjustment, credited Service shall include all Service with any corporation which is a Participating Company at the time the Service is rendered, whether or not such corporation is a Participating Company both before and after any such event.

Appears in 3 contracts

Samples: Performance Share Agreement (Ross Stores Inc), Performance Share Agreement (Ross Stores Inc), Performance Share Agreement (Ross Stores Inc)

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Ownership Change Event, Non-Cash Dividends, Distributions and Adjustments. Upon the occurrence of an Ownership Change Event, a dividend or distribution to the stockholders of the Company paid in shares of Stock or other property, or any other adjustment upon a change in the capital structure of the Company as described in Section 4.4 of the Plan9 hereof, any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s dividend policy, which shall be treated in accordance with Section 3.3) to which the Participant is entitled by reason of the Participant’s ownership of Unvested Common Shares Units shall be immediately subject to the Company Reacquisition Right and included in the terms “Common Shares,” “StockUnits” and “Unvested Common SharesUnits” for all purposes of the Company Reacquisition Right with the same force and effect as the Unvested Common Shares Units immediately prior to the Ownership Change Event, dividend, distribution or adjustment, as the case may be. For purposes of determining the number of Vested Common Shares Units following an Ownership Change Event, dividend, distribution or adjustment, credited Service shall include all Service with any corporation which is a Participating Company at the time the Service is rendered, whether or not such corporation is a Participating Company both before and after any such event.

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (Jamba, Inc.), Restricted Stock Unit Agreement (Jamba, Inc.)

Ownership Change Event, Non-Cash Dividends, Distributions and Adjustments. Upon the occurrence of an Ownership Change Event, a dividend or distribution to the stockholders of the Company paid in shares of Stock or other property, or any other adjustment upon a change in the capital structure of the Company as described in Section 4.4 of the Plan, any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s dividend policy) to which the Participant is entitled by reason of the Participant’s ownership of Unvested Common Shares shall be immediately subject to the Company Reacquisition Right and included in the terms “Common Shares,” “Stock” and “Unvested Common Shares” for all purposes of the Company Reacquisition Right with the same force and effect as the Unvested Common Shares immediately prior to the Ownership Change Event, dividend, distribution or adjustment, as the case may be. For purposes of determining the number of Vested Common Shares following an Ownership Change Event, dividend, distribution or adjustment, credited Service shall include all Service with any corporation which is a Participating Company at the time the Service is rendered, whether or not such corporation is a Participating Company both before and after any such event.

Appears in 2 contracts

Samples: Restricted Stock Agreement (Ross Stores Inc), Restricted Stock Agreement (Ross Stores Inc)

Ownership Change Event, Non-Cash Dividends, Distributions and Adjustments. Upon the occurrence of an Ownership Change Event, a dividend or distribution to the stockholders of the Company paid in shares of Stock or other property, or any other adjustment upon a change in the capital structure of the Company as described in Section 4.4 of the Plan9, any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends paid on Stock WEST\256999720.1 - 2 - pursuant to the Company’s dividend policy, which shall be treated in accordance with Section 3.3) to which the Participant is entitled by reason of the Participant’s ownership of Unvested Common Shares Units shall be immediately subject to the Company Reacquisition Right and included in the terms “Common Shares,” “StockUnits” and “Unvested Common SharesUnits” for all purposes of the Company Reacquisition Right with the same force and effect as the Unvested Common Shares Units immediately prior to the Ownership Change Event, dividend, distribution or adjustment, as the case may be. For purposes of determining the number of Vested Common Shares Units following an Ownership Change Event, dividend, distribution or adjustment, credited Service shall include all Service with any corporation which is a Participating Company participating company at the time the Service is rendered, whether or not such corporation is a Participating Company participating company both before and after any such event.

Appears in 1 contract

Samples: Restricted Stock Units Agreement (REVA Medical, Inc.)

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Ownership Change Event, Non-Cash Dividends, Distributions and Adjustments. Upon the occurrence of an Ownership Change Event, a dividend or distribution to the stockholders of the Company paid in shares of Stock or other property, or any other adjustment upon a change in the capital structure of the Company as described in Section 4.4 of the Plan9, any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s 's dividend policy, which shall be treated in accordance with Section 3.3) to which the Participant is entitled by reason of the Participant’s 's ownership of Unvested Common Shares Units shall be immediately subject to the Company Reacquisition Right and included in the terms “Common Shares,” “StockUnits” and “Unvested Common SharesUnits” for all purposes of the Company Reacquisition Right with the same force and effect as the Unvested Common Shares Units immediately prior to the Ownership Change Event, dividend, distribution or adjustment, as the case may be. For purposes of determining the number of Vested Common Shares Units following an Ownership Change Event, dividend, distribution or adjustment, credited Service shall include all Service with any corporation which is a Participating Company at the time the Service is rendered, whether or not such corporation is a Participating Company both before and after any such event.

Appears in 1 contract

Samples: Restricted Stock Units Agreement (Zeltiq Aesthetics Inc)

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