Example ContractsClausesCorporate Changes
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Change its jurisdiction of organization and/or organization and/or organizational identification number (if any), change its corporate name; or

If any change is made to the Common Stock (whether by reason of merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination of shares, or exchange of shares or any other change in capital structure made without receipt of consideration), then unless such event or change results in the termination of all the Restricted Stock Units granted under these Terms and Conditions, the Committee shall adjust, as provided in the Plan, the number and class of shares underlying the Restricted Stock Units held by the Grantee to reflect the effect of such event or change in the Company’s capital structure in such a way as to preserve the value of the Restricted Stock Units. Any adjustment that occurs under the terms of this [Section 5] or the Plan will not change the timing or form of payment with respect to any Restricted Stock Units except in accordance with section 409A of the Code.

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

Awards to Corporate participants will be based on their Guideline Incentive (eligible salary multiplied by the applicable guideline percentage) multiplied by the Corporate Final Performance Index. The Corporate Final Performance Index shall be based on the consolidated financial performance of the Company including Graybar Corporate, districts, zones and all subsidiaries as determined from time to time in accordance with guidelines adopted by the Board.

Schedule # — Changes in Corporate Structure

Section # Changes in Corporate Structure 3

Changes. Any changes requested by Tenant to the Tenant Improvements shall be requested and instituted in accordance with the provisions of this [Section 4] and shall be subject to the written approval of Landlord and the Tl Architect, such approval not to be unreasonably withheld, conditioned or delayed.

Corporate Structure. The corporate structure, capital structure and other material debt instruments, material accounts and governing documents of the Borrowers and their Affiliates shall be acceptable to the Administrative Agent in its sole discretion.

In the event of a Participant’s death, prior to the Award Payment Date or the September 30 eligibility date set forth in [Section IV], the Participant may be considered for an Award, subject to the other terms and conditions of the Plan

In the event of an involuntary termination due to a Corporate Transaction prior to the Award Payment Date or the September 30 eligibility date set forth in [Section IV], a Participant may be considered for an Award subject to the other terms and conditions of the Plan and with any arrangements with a buyer involved in the Corporate Transaction.

Corporate Documents. The Administrative Agent shall have received:

/

Corporate Documents. Such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the , the authorization of the Transactions and any other legal matters relating to the , this Agreement or the Transactions.

Corporate Actions. This Award shall not affect in any way the right or power of the Board or stockholders of the Company to make or authorize an adjustment, recapitalization or other change in the capital structure or the business of the Company, any merger or consolidation of the Company or subsidiaries, any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Stock, the dissolution or liquidation of the Company, any sale or transfer of all or part of its assets or business or any other corporate act or proceeding. The shares of Stock granted hereunder shall be subject to adjustment in accordance with [Section 5.7] of the Plan.

If the Company recapitalizes, reclassifies its capital stock, or otherwise changes its capital structure (a “recapitalization”) without the occurrence of a Change in Control, the number and class of shares of stock covered by an Award theretofore granted shall be adjusted so that such Award shall thereafter cover the number and class of shares of stock and securities to which the holder would have been entitled pursuant to the terms of the recapitalization if, immediately prior to the recapitalization, the holder had been the holder of record of the number of shares of Stock then covered by such Award and the share limitations provided in [Sections 4 and 5]5] shall be adjusted in a manner consistent with the recapitalization.

Corporate Information. It has received all information which he considers necessary or appropriate for deciding to make an investment in the Company as contemplated herein.

In the event of any Corporate Transaction, the Shares of restricted stock not otherwise vested shall automatically vest in full.

Corporate Existence. shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the corporate existence of the Subsidiary Borrower and each other Subsidiary in accordance with the respective organizational documents of each such Person and the rights (charter and statutory) and material franchises of , the Subsidiary Borrower and each other Subsidiary; provided, that (except as otherwise provided herein) shall not be required to preserve any such right or franchise, or the existence of any Subsidiary (except for the Subsidiary Borrower), if the discontinuance thereof could not reasonably be expected to have a Material Adverse Effect.

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