Changes in Capitalization. Subject to any required action by the shareholders of the [[Plan Administrator:Organization]], the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which have yet been granted, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the [[Plan Administrator:Organization]]; provided, however, that conversion of any convertible securities of the [[Plan Administrator:Organization]] shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the [[Plan Administrator:Organization]] of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to the Plan.
Changes in Capitalization. Subject to any required action by the shareholders of the [[Plan Administrator:Organization]], the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which have yet been granted, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the [[Plan Administrator:Organization]]; provided, however, that conversion of any convertible securities of the [[Plan Administrator:Organization]] shall not be deemed to have been "effected“effected without receipt of consideration."” Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the [[Plan Administrator:Organization]] of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to the Plan.
Changes in Capitalization. Subject to any action required actionunder the Applicable Laws by the shareholdersstockholders of the [[Plan Administrator:Organization]],Company, the number of sharesShares covered by each outstanding Award, and the number of Common Stock whichShares that have been authorized for issuance under the Plan but as to which no Awards have yet been granted,granted or that have been returned to the Plan upon cancellation, expiration, repurchase, or forfeiture of an Award, as well as the price per Share covered by each outstanding Award, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common StockShares resulting from a stock split, reverse stock split, stock dividend, combinationcombination, recapitalization or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common StockShares effected without receipt of consideration by the [[Plan Administrator:Organization]];Company; provided, however, that conversion of any convertible securities of the [[Plan Administrator:Organization]]Company shall not be deemed to have been "effectedeffected without receipt of consideration." Such adjustment shall be made by the Board,Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the [[Plan Administrator:Organization]]Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common StockShares subject to the Plan.an Award.
Changes in Capitalization.ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. Subject to any required action by the shareholdersstockholders of the [[Plan Administrator:Organization]],Company, the number of shares of Common Stock covered by each outstanding Option, and the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Options have yet been granted,granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as the price per share of Common Stock covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reversesplit or the payment of a stock split, stock dividend, combination or reclassification ofdividend with respect to the Common Stock,Stock or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the [[Plan Administrator:Organization]];Company; provided, however, that conversion of any convertible securities of the [[Plan Administrator:Organization]]Company shall not be deemed to have been "effected“effected without receipt of consideration."” Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the [[Plan Administrator:Organization]]Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to the Plan.an Option.
Changes in Capitalization.Capital Changes. Subject to any required action by the shareholdersstockholders of the [[Company, the number of shares of Common Stock covered by each option under this Plan Administrator:Organization]],which has not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under thethis Plan but as to which have not yet been granted,placed under option (collectively, the "Reserves"), as well as the price per share of Common Stock covered by each option under this Plan which has not yet been exercised, shall be proportionately adjusted for any increase or decrease in the number of issued and outstanding shares of Common Stock of the Company resulting from a stock split, reversesplit or the payment of a stock split, stock dividend, combination or reclassification ofdividend (but only on the Common Stock,Stock) or any other increase or decrease in the number of issued and outstanding shares of Common Stock effected without receipt of any consideration by the [[Plan Administrator:Organization]];Company; provided, however, that conversion of any convertible securities of the [[Plan Administrator:Organization]]Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board,consideration". The Administrator, whose determination in that respect shall be final, binding and conclusive.conclusive, shall make such adjustment. Except as expressly provided herein, no issuanceissue by the [[Plan Administrator:Organization]]Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or priceOption Price of shares of Common Stock subject to the Plan.an Option.
Effect of Certain Changes in Capitalization. Subject toIn the event of any required action byrecapitalization, stock split, reverse stock split, dividend, reorganization, merger, consolidation, spin-off, combination, repurchase or share exchange, or other similar corporate transaction or event affecting the shareholdersCommon Stock, the maximum number of shares available under the [[Plan Administrator:Organization]],Plan, the number or class of shares of Common Stock which have been authorized for issuance under the Plan but as to which have yet been granted,be delivered hereunder shall be proportionately adjusted forby the Committee to reflect any increase or decreasesuch change in the number or class of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification ofsecurities into which the Common Stock,Stock is convertible or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the [[Plan Administrator:Organization]]; provided, however, that conversion of any convertible securities of the [[Plan Administrator:Organization]] shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the [[Plan Administrator:Organization]] of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to the Plan.exchangeable.
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