Common use of Canadian Employees Clause in Contracts

Canadian Employees. Notwithstanding the other provisions of this Section 13.2 (including, for greater certainty, Section 13.2(d)(i)), respecting the conversion or adjustment of each MRO Unvested Option into a Remaining MRO Unvested Option or an MPC Unvested Option, as applicable, if MRO Unvested Options are held by a Person who, for the purposes of the Income Tax Act (Canada) (the “ITA”), is a resident of Canada or who was granted such MRO Unvested Options in respect of, in the course of, or by virtue of employment in Canada, the conversion or adjustment of that Person’s MRO Unvested Options shall be effected with such modifications as may be required such that: (A) any action under Section 13.2(b) which is called for at or as of the Effective Time shall be taken or completed at the time that is immediately before the time that is immediately before the Effective Time (in this Section 13.2(d)(ii), the applicable time for the actions under Section 13.2 is the “Adjustment Time”), (B) if the Canadian Pre-Distribution Spread respecting such Person’s MRO Unvested Options is nil or positive, the Post-Distribution Spread of such Person's Remaining MRO Unvested Options or MPC Unvested Options, as applicable, shall be equal to or less than such Canadian Pre-Distribution Spread, and (C) if the Canadian Pre-Distribution Spread respecting such Person’s MRO Unvested Options is negative, the Post-Distribution Spread of such Person's Remaining MRO Unvested Options or MPC Unvested Options, as applicable, shall be less than nil. Notwithstanding anything herein contained, it is the intention that subsection 7(1.4) of the ITA shall apply to the adjustments and conversions contemplated in this Section 13.2(d)(ii). Accordingly, if at any time hereafter, for the purposes of the ITA (or any corresponding provincial income tax legislation) and determining the income tax consequences, if any, of the actions taken pursuant to this Section 13.2(d)(ii), it is finally determined, whether by a tribunal or a court of competent jurisdiction, or otherwise that (A) the total value of the shares of common stock which may be acquired pursuant to a Person's Remaining MRO Unvested Options or MPC Unvested Options, as applicable, less the aggregate exercise price payable under such options, as determined immediately after the Adjustment Time, exceeds (B) the total value of the shares of common stock that could be acquired under that Person's MRO Unvested Options, less the aggregate amount payable under such options, as determined immediately before the Adjustment Time, then the results of the adjustment or conversion undertaken pursuant to this Section 13.2 shall be altered in order to ensure that the excess is reduced to nil by changing: (i) the number of shares of common stock subject to the Remaining MRO Unvested Options or MPC Unvested Options, as applicable, (ii) the exercise price payable under the Remaining MRO Unvested Options or MPC Unvested Options, as applicable, or (iii) a combination of (i) and (ii). Any changes made under (i), (ii), or (iii) will be deemed to be effective from and after the Adjustment Time.

Canadian Employees. Notwithstanding the other express provisions of this Section 13.2 (including13.3, except for greater certainty, Section 13.2(d)(i)13.3(b), respecting the conversion or adjustment of each MRO Unvested Vested Option into a Remaining MRO Unvested Vested Option or and an MPC Unvested Vested Option, as applicable, if MRO Unvested Vested Options are held by a Person who, for the purposes of the Income Tax Act (Canada) (the “ITA”), is a resident of Canada or who was granted such MRO Unvested Vested Options in respect of, in the course of, or by virtue of employment in Canada, the conversion or adjustment of that Person’s MRO Unvested Options shall be effected with such modifications as may be required such that: (A) any action under this Section 13.2(b) 13.3 which is called for at or as of the Effective Time shall be taken or completed at the time that is immediately before the time that is immediately before the Effective Time (in this Section 13.2(d)(ii), the applicable time for the actions under Section 13.2 is the “Adjustment Time”), (B) a proportionate number of that Person's MRO Vested Options shall be adjusted to become Remaining MRO Vested Options and a proportionate number of that Person's MRO Vested Options shall be adjusted to become MPC Vested Options, (C) if the Canadian Pre-Distribution Spread respecting such Person’s MRO Unvested Vested Options is nil or positive, the Post-Distribution Spread of such Person's Remaining MRO Unvested Vested Options or and MPC Unvested Options, as applicable, Vested Options shall be equal to or less than such Canadian Pre-Distribution Spread, and (CD) if the Canadian Pre-Distribution Spread respecting such Person’s MRO Unvested Vested Options is negative, the Post-Distribution Spread of such Person's Remaining MRO Unvested Vested Options or and MPC Unvested Options, as applicable, Vested Options shall be less than nil. Notwithstanding anything herein contained, it is the intention that subsection 7(1.4) of the ITA shall apply to the adjustments and conversions contemplated in this Section 13.2(d)(ii13.3(c)(ii). Accordingly, if at any time hereafter, for the purposes of the ITA (or any corresponding provincial income tax legislation) and determining the income tax consequences, if any, of the actions taken pursuant to this Section 13.2(d)(ii13.3(c)(ii), it is finally determined, whether by a tribunal or a court of competent jurisdiction, or otherwise that (A) the total value of the shares of common stock which may be acquired pursuant to a Person's Remaining MRO Unvested Vested Options or and MPC Unvested Vested Options, as applicable, less the aggregate exercise price payable under such options, as determined immediately after the Adjustment Time, exceeds (B) the total value of the shares of common stock that could be acquired under that Person's MRO Unvested Vested Options, less the aggregate amount payable under such options, as determined immediately before the Adjustment Time, then the results of the adjustment or conversion undertaken pursuant to this Section 13.2 13.3 shall be altered in order to ensure that the excess is reduced to nil by changing: (i) the number of shares of common stock subject to the Remaining MRO Unvested Vested Options or MPC Unvested Vested Options, as applicable, (ii) the exercise price payable under the Remaining MRO Unvested Vested Options or MPC Unvested Vested Options, as applicable, or (iii) a combination of (i) and (ii). Any changes made under (i), (ii), or (iii) will be deemed to be effective from and after the Adjustment Time.

Canadian Employees. Notwithstanding the other express provisions of this Section 13.2 (including13.3, except for greater certainty, Section 13.2(d)(i)13.3(b), respecting the conversion or adjustment of each MRO Unvested Vested Option into a Remaining MRO Unvested Vested Option or and an MPC Unvested Vested Option, as applicable, if MRO Unvested Vested Options are held by a Person who, for the purposes of the Income Tax Act (Canada) (the “ITA”), is a resident of Canada or who was granted such MRO Unvested Vested Options in respect of, in the course of, or by virtue of employment in Canada, the conversion or adjustment of that Person’s MRO Unvested Options shall be effected with such modifications as may be required such that: (A) any action under this Section 13.2(b) 13.3 which is called for at or as of the Effective Time shall be taken or completed at the time that is immediately before the time that is immediately before the Effective Time (in this Section 13.2(d)(ii), the applicable time for the actions under Section 13.2 is the “Adjustment Time”), (B) a proportionate number of that Person’s MRO Vested Options shall be adjusted to become Remaining MRO Vested Options and a proportionate number of that Person’s MRO Vested Options shall be adjusted to become MPC Vested Options, (C) if the Canadian Pre-Distribution Spread respecting such Person’s MRO Unvested Vested Options is nil or positive, the Post-Distribution Spread of such Person's ’s Remaining MRO Unvested Vested Options or and MPC Unvested Options, as applicable, Vested Options shall be equal to or less than such Canadian Pre-Distribution Spread, and (CD) if the Canadian Pre-Distribution Spread respecting such Person’s MRO Unvested Vested Options is negative, the Post-Distribution Spread of such Person's ’s Remaining MRO Unvested Vested Options or and MPC Unvested Options, as applicable, Vested Options shall be less than nil. Notwithstanding anything herein contained, it is the intention that subsection 7(1.4) of the ITA shall apply to the adjustments and conversions contemplated in this Section 13.2(d)(ii13.3(c)(ii). Accordingly, if at any time hereafter, for the purposes of the ITA (or any corresponding provincial income tax legislation) and determining the income tax consequences, if any, of the actions taken pursuant to this Section 13.2(d)(ii13.3(c)(ii), it is finally determined, whether by a tribunal or a court of competent jurisdiction, or otherwise that (A) the total value of the shares of common stock which may be acquired pursuant to a Person's ’s Remaining MRO Unvested Vested Options or and MPC Unvested Vested Options, as applicable, less the aggregate exercise price payable under such options, as determined immediately after the Adjustment Time, exceeds (B) the total value of the shares of common stock that could be acquired under that Person's ’s MRO Unvested Vested Options, less the aggregate amount payable under such options, as determined immediately before the Adjustment Time, then the results of the adjustment or conversion undertaken pursuant to this Section 13.2 13.3 shall be altered in order to ensure that the excess is reduced to nil by changing: (i) the number of shares of common stock subject to the Remaining MRO Unvested Vested Options or MPC Unvested Vested Options, as applicable, (ii) the exercise price payable under the Remaining MRO Unvested Vested Options or MPC Unvested Vested Options, as applicable, or (iii) a combination of (i) and (ii). Any changes made under (i), (ii), or (iii) will be deemed to be effective from and after the Adjustment Time.