Example ContractsClausesChanges in Capital Structure
Changes in Capital Structure
Changes in Capital Structure contract clause examples

Adjustments for Changes in Capital Structure. In the event of any change in capital structure or business of the Company by reason of a transaction or event described in [Section 1.6.4] of the Plan, the Committee shall make appropriate adjustments described in said [Section 1.6.4] as are equitable and reasonably necessary or desirable to preserve the intended benefits under this Agreement.

Adjustments for Changes in Capital Structure. In the event any change is made to the Shares by reason of any dividend of shares or extraordinary cash dividend, stock split or reverse stock split, recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares, or other change affecting the outstanding Shares as a class without the Company’s receipt of consideration, the Company shall make such appropriate adjustments to the Units as it determines are equitable and reasonably necessary or desirable to preserve the intended benefits under this Agreement.

Capital Changes. Until the one year anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the Shares.

Changes to Fee Structure. In the event of Listing, the Company and the Advisor shall negotiate in good faith to establish a fee structure appropriate for a perpetual-life entity.

Changes in Corporate Structure. Within ten (10) days prior to any merger, consolidation, dissolution or other change in corporate structure of any [[Loan Party:Organization]] or any of its Subsidiaries permitted pursuant to the terms hereof, provide notice of such change in corporate structure to the [[Administrative Agent:Organization]], along with such other information as reasonably requested by the [[Administrative Agent:Organization]]. Provide notice to the [[Administrative Agent:Organization]], not less than ten (10) days prior (or such extended period of time as agreed to by the [[Administrative Agent:Organization]]) of any change in any [[Loan Party:Organization]]’s legal name, state of organization, or organizational existence. In connection with any such change in this [subsection (d)], provide all documents and take all action as may be reasonably requested by the [[Administrative Agent:Organization]], or required by law, to maintain the first priority security interest in the Collateral in favor of the [[Administrative Agent:Organization]].

In the event of specified changes in the Company’s capital structure as set forth in [Section 13] of the Incentive Plan, the Committee is required to adjust the Stock Grant Shares in a reasonable and equitable manner to reflect such changes in the Company’s capital structure. This appendix will continue to apply to your awards as so adjusted.

Changes in Capital Stock. In the event of a stock split, stock dividend or distribution, or any change in the Company’s capital stock by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, exchange of shares or the like, the terms “Owned Shares” and “Covered Shares” shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction.

Among the conditions precedent to the Merger is the reorganization of Eastside’s debt and certain changes to its capital structure, as set forth in this Debt Satisfaction Agreement.

Effect of Change in Capital Structure. In the event of a stock dividend, stock split or combination of shares, spin-off, recapitalization or merger in which the Company is the surviving corporation, or other change in the Company's capital stock (including, but not limited to, the creation or issuance to stockholders generally of rights, options or warrants for the purchase of common stock or preferred stock of the Company), the number and kind of Shares or securities of the Company to be issued under the Plan (under outstanding Awards and Awards to be granted in the future), the exercise price of Options, the annual limits on and the aggregate number and kind of Shares for which Awards thereafter may be made, and other relevant provisions shall be proportionately, equitably and appropriately adjusted by the Committee, whose determination shall be binding on all persons. If the adjustment would produce fractional shares with respect to any Award, the Committee may adjust appropriately the number of shares covered by the Award so as to eliminate the fractional shares. Where an Award being adjusted is an ISO or is subject to or falls under an exemption from Code Section 409A, the adjustment shall also be effected so as to comply with Code Section 424(a) and not to constitute a modification within the meaning of Code Section 424(h) or Code Section 409A, as applicable.

Adjustments in Shares. In the event of any changes in the Company’s capital structure during the term of this Agreement, the provisions of Section 17(a) of the Plan shall apply.

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