Adjustment in Case of Changes Affecting Common Stock. In the event of a subdivision of outstanding shares of Common Stock, the payment of a dividend in Common Stock or any other change affecting the Common Stock, the number of shares approved for the Plan and the share limitation set forth in [Section 8] shall be equitably or proportionately adjusted to give proper effect to such event.
Adjustment to Common Stock. In the event of any stock split, stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off, split-up, or other similar change in capitalization or event, # the number and class of securities available for Awards under the Plan and the per Participant share limit, # the number and class of securities, vesting schedule and exercise price per share subject to each outstanding Option, # the repurchase price per security subject to repurchase, and # the terms of each other outstanding stock-based Award shall be adjusted by (or substituted Awards may be made) to the extent the Board shall determine, in good faith, that such an adjustment (or substitution) is appropriate. If [Section 7(e)(i)] applies for any event, this [Section 3(c)] shall not be applicable.
The Conversion Shares shall be subject to appropriate adjustment for reclassifications, stock splits, stock dividends, spin-offs or distributions, share combinations or other similar changes affecting the Common Stock as a whole.
Changes in Common Stock. If the outstanding Shares are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any recapitalization, reclassification, stock split-up, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such Shares effected without receipt of consideration by the Company, occurring after the Effective Date, the number and kind of Shares available for Grants, the number of Shares covered by outstanding Grants and the price per share or the applicable market value of such Grants, including a per share exercise price of Options and Stock Appreciation Rights, shall be adjusted by the Committee as it deems equitable and appropriate under the circumstances. Any such adjustment in outstanding Options or Stock Appreciation Rights shall not change the aggregate exercise price payable with respect to shares that are subject to the unexercised portion of an outstanding Option or Stock Appreciation Right, as applicable, but shall include a corresponding proportionate adjustment in the exercise price per share for such Option or Stock Appreciation Right. The Committee may unilaterally amend the outstanding Grants to reflect the adjustments contemplated by this [Section 5.3]. The conversion of any convertible securities of the Company shall not be treated as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Company’s shareholders of securities of any other entity or other assets (including an extraordinary dividend but excluding a non-extraordinary dividend of the Company) without receipt of consideration by the Company, the Company shall, in such manner as the Company deems appropriate, adjust # the number and kind of shares subject to outstanding Grants and/or # the exercise price of outstanding Options or Stock Option Grants to reflect such distribution. Notwithstanding the foregoing, in no event may the exercise price of any Option be decreased to an amount less than the par value, if any, of the stock subject to such Grant.
Common Stock. The common stock, par value, of the Company or such other class of shares or other securities as may be applicable pursuant to the provisions of [Section 8].
Common Stock. “Common Stock” means the common stock of the Company or any security into which such Common Stock may be changed by reason of: # any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, # any merger, consolidation, separation, reorganization or partial or complete liquidation, or # any other corporate transaction or event having an effect similar to any of the foregoing.
Common Stock. There will be an issuance of 25,000,000 Class C shares by to 130 owners of NOVA on a pro-rata ownership basis make the acquisition of NOVA.
Criminal Case. The Purchaser, and its officers, agents, and employees, are not acting and will not act in concert with Samuel Bankman-Fried, FTX Trading Ltd., Emergent Fidelity Technologies, BlockFi Inc., or any officer or subsidiary thereof, in connection with the purchase, transfer, or resale of the Shares.
All stock option amounts set forth herein shall be subject to automatic adjustment in the event of any stock split or other recapitalization affecting the Companys common stock.
As of , there were 4,697,620,787 shares of Cosmos’s common stock issued and outstanding. The Acquisition Shares, when issued in connection with this Agreement and the other Transactional Agreements, will be duly authorized, validly issued, fully paid and nonassessable. Cosmos will take all reasonable efforts subsequent to the Closing to effect and amendment to its Articles of Incorporation, as amended, to effect an increase in its authorized shares of common stock to issue and deliver to the any portion of the Acquisition Shares not delivered at Closing to the .
Common Stock Unit Account. The Participant’s Common Stock Unit Account shall be credited with units equivalent to shares of Common Stock equal to the number of full and fractional shares (to the nearest thousandths) which could have been purchased with the portion of Deferred Compensation a Participant has elected to allocate to the Common Stock Unit Account on each Initial Allocation Date based on the Fair Market Value of such Common Stock on such Allocation Date. There will be credited to each Participant’s Common Stock Unit Account amounts equal to the cash dividends, and other distributions, paid on shares of issued and outstanding Common Stock represented by the Participant’s Common Stock Unit Account which the Participant would have received had he or she been a record owner of shares of Common Stock equal to the amount of Common Stock based upon the units equivalent to the Common Stock credited to his or her Common Stock Unit Account at the time of payment of such cash dividends or other distributions. The Participant’s Common Stock Unit Account shall be credited with a quantity of units equivalent to shares of Common Stock and fractions thereof (to the nearest thousandths) that could have been purchased with the dividends or other distributions based on the Fair Market Value of Common Stock on each Dividend Allocation Date. A Participant shall have no voting or any other rights as a shareholder of the Company with respect any Common Stock in the Trust. A Participant’s future right to receive shares of Common Stock under this Plan shall be no greater than the right of any unsecured general creditor of the Company. Upon, but not prior to, distribution of the Common Stock Unit Accounts in the form of shares of Common Stock to a Participant (in accordance with [Section 7] hereof), a Participant shall have all of the rights of a shareholder of the Company.
Purchase of Common Stock. The Corporation and its Affiliates may, but shall not be required to, purchase shares of Common Stock of the Corporation for purposes of satisfying the requirements of this Award. The Corporation and its Affiliates shall have no obligation to retain and shall have the unlimited right to sell or otherwise deal with for their own account, any shares of Common Stock of the Corporation purchased for satisfying the requirements of this Award.
Rights to Common Stock. Prior to the delivery of shares of Common Stock to you pursuant to [Section 4(a)] (if applicable), you shall not have any rights in, or with respect to, any of the shares of Common Stock underlying the RSUs, including, but not limited to, any voting rights and the right to receive any dividends (or dividend equivalents) that may be paid or any distributions that may be made with respect to such Common Stock.
Repurchase of Common Stock. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby agrees to repurchase from the Stockholder, and the Stockholder hereby agrees to sell to the Company, all of the Stockholder's right, title and interest in and to the Repurchase Shares. On the Effective Date, the Stockholder shall deliver to the Company certificates representing the Repurchase Shares, duly executed for cancellation, or accompanied by stock powers duly executed in blank (with a medallion guarantee or such other evidence of signature as the Company’s transfer agent may require) whereupon the officers of the Company shall cancel such shares by delivering the Shares to the Company’s stock transfer agent for cancellation. In the event that the certificate delivered by the Stockholder shall represent a greater number of shares of Common Stock, the Company shall promptly reissue and deliver to Stockholder a certificate representing any shares of Common Stock delivered in excess of the Repurchase Shares.
Issuance of Common Stock. As additional consideration for the purchase of the Note, the Company shall issue to Purchaser, at Closing, 1,500,000 shares of the Company’s common stock, par value (the “Shares”), and as additional consideration for the purchase of the Additional Note, the Company shall issue to Purchaser an additional 800,000 Shares, all of which Shares shall be restricted from resale except in compliance with the 1933 Act.
Delivery of Common Stock. The Vested Units shall be converted into the number of whole shares of Common Stock equal to the number of Vested Units and the Company shall electronically register such shares of Common Stock in the Participant’s name (or in the name of his or her estate or beneficiary) or deliver certificates for the such shares of Common Stock to the Participant in accordance with the following schedule:
Delisting of Common Stock. The Borrower shall fail to maintain the listing or quotation of the Common Stock on the OTCQB or an equivalent replacement exchange, the Nasdaq Global Market, the Nasdaq Capital Market, the New York Stock Exchange, or the NYSE MKT.
Reservation of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.
Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and prior to or concurrently with the Closing, the Company shall apply to list or quote all of the Shares and Warrant Shares on such Trading Market and promptly secure the listing of all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.
Adjustment. In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Shares covered by the Option and the Exercise Price per Share may be adjusted pursuant to the Plan.
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