Common use of Changes in Capital Structure and Similar Events Clause in Contracts

Changes in Capital Structure and Similar Events. In the event of (a) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, Common Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, amalgamation, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of Common Shares or other securities of the Company, issuance of warrants or other rights to acquire Common Shares or other securities of the Company, or other similar corporate transaction or event (including, without limitation, a Change in Control) that affects the Common Shares, or (b) unusual or nonrecurring events (including, without limitation, a Change in Control) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or changes in applicable rules, rulings, regulations, or other requirements of any governmental body or national securities exchange, accounting principles, or law, such that in any case an adjustment is determined by the Committee to be necessary or appropriate, then the Committee shall make any such adjustments in such manner as it may deem equitable, including without limitation any or all of the following: (i) adjusting any or all ot (A) the number and kind of common shares of the Company or other securities of the Company (or number and kind of other securities or other property) that may be delivered in respect of this Award and (B) the terms of this Award, including, without limitation, the number and kind of shares of stock or other securities of the Company (or number and kind of other securities or other property) subject to this Award or to which this Award relates; (ii) providing for a substitution or assumption of this Award, accelerating the delivery, vesting of, lapse of restrictions, and/or other conditions on, or termination of, this Award; and (iii) cancelling this Award and causing to be paid to the holders thereof, in cash, Common Shares, other securities, or other property, or any combination thereof, the value of this Award, if any, as determined by the Committee (which if applicable may be based upon the price per Common Share received or to be received by other shareholders of the Company in such event); provided, however, that the Committee shall make an equitable or proportionate adjustment to this Award to reflect any "equity restructuring" (within the meaning of the Financial Accounting Standards Codification Topic 718 (or any successor pronouncement thereto)). Except as otherwise determined by the Committee, any adjustments under this Section 11 shall be made in a manner that does not adversely affect the exemption provided pursuant to Rule 16b-3 promulgated under the U.S. Exchange Act. The Company shall give the Grantee notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.

Changes in Capital Structure and Similar Events. In the event of (ax) any dividend (other than regular ordinary cash dividends) or other distribution (whether in the form of cash, Common Ordinary Shares, other securities, securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, amalgamation, consolidation, spin-off, split-up, split-off, spin-off, combination, repurchase or exchange of Common Ordinary Shares or other securities of the Company, issuance of warrants or other rights to acquire Common Ordinary Shares or other securities of the Company, or other similar corporate transaction or event (including, without limitation, a Change in Control) that affects the Common Ordinary Shares, or (by) unusual or nonrecurring infrequently occurring events (including, without limitation, a Change in Control) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or changes in applicable rules, rulings, regulations, regulations or other requirements of any governmental body or national securities exchangeexchange or inter-dealer quotation system, accounting principles, principles or law, such that in any either case an adjustment is determined by the Committee in its sole discretion to be necessary or appropriate, then the Committee shall make any such adjustments in such manner as it may deem equitable, including without limitation any or all of the following: (iA) adjusting any or all ot of (Ai) the number and kind of common shares of the Company Ordinary Shares or other securities of the Company (or number and kind of other securities or other property) that may be delivered in respect of this Award Awards or with respect to which Awards may be granted under the Plan (including, without limitation, adjusting any or all of the limitations under Section 5) and (Bii) the terms of this any outstanding Award, including, without limitation, (a) the number and kind of shares of stock Ordinary Shares or other securities of the Company (or number and kind of other securities or other property) subject to this Award outstanding Awards or to which this Award relatesoutstanding Awards relate, (b) the Exercise Price or Strike Price with respect to any Award, or (c) any applicable performance measures (including, without limitation, Performance Criteria and Performance Goals); (iiB) providing for a substitution or assumption of this Award, Awards in a manner that substantially preserves the applicable terms of such Awards; (C) accelerating the delivery, exercisability or vesting of, lapse of restrictions, and/or other conditions restrictions on, or termination of, this AwardAwards or providing for a period of time for exercise prior to the occurrence of such event; (D) modifying the terms of Awards to add events, conditions, or circumstances (including termination of employment within a specified period after a Change in Control) upon which the exercisability or vesting of or lapse of restrictions thereon will accelerate; (E) deeming any performance measures (including, without limitation, Performance Criteria and Performance Goals) satisfied at target, maximum or actual performance through closing or such other level determined by the Committee in its sole discretion, or providing for the performance measures to continue (as is or as adjusted by the Committee) after closing; (F) providing that for a period prior to the Change in Control determined by the Committee in its sole discretion, any Options or SARs that would not otherwise become exercisable prior to the Change in Control will be exercisable as to all Ordinary Shares subject thereto (but any such exercise will be contingent upon and subject to the occurrence of the Change in Control and if the Change in Control does not take place after giving such notice for any reason whatsoever, the exercise will be null and void) and that any Options or SARs not exercised prior to the consummation of the Change in Control will terminate and be of no further force and effect as of the consummation of the Change in Control; and (iiiG) cancelling this Award canceling any one or more outstanding Awards and causing to be paid to the holders thereof, in cash, Common Ordinary Shares, other securities, securities or other property, or any combination thereof, the value of this Awardsuch Awards, if any, as determined by the Committee (which if applicable may be based upon the price per Common Ordinary Share received or to be received by other shareholders of the Company in such event), including without limitation, in the case of an outstanding Option or SAR, a cash payment in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the Ordinary Shares subject to such Option or SAR over the aggregate Exercise Price or Strike Price of such Option or SAR, respectively (it being understood that, in such event, any Option or SAR having a per share Exercise Price or Strike Price equal to, or in excess of, the Fair Market Value of an Ordinary Share subject thereto may be canceled and terminated without any payment or consideration therefor); provided, however, that in the case of any “equity restructuring”, the Committee shall make an equitable or proportionate adjustment to this Award outstanding Awards to reflect any "such equity restructuring" (within the meaning of the Financial Accounting Standards Codification Topic 718 (or any successor pronouncement thereto)). Except as otherwise determined by the Committee, any adjustments under this Section 11 shall be made in a manner that does not adversely affect the exemption provided pursuant to Rule 16b-3 promulgated under the U.S. Exchange Act. The Company shall give the Grantee each Participant notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.

Changes in Capital Structure and Similar Events. In the event of (a) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, Common Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, amalgamation, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of Common Shares or other securities of the Company, issuance of warrants or other rights to acquire Common Shares or other securities of the Company, or other similar corporate transaction or event (including, without limitation, a Change in Control) that affects the Common Shares, or (b) unusual or nonrecurring events (including, without limitation, a Change in Control) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or changes in applicable rules, rulings, regulations, or other requirements of any governmental body or national securities exchange, accounting principles, or law, such that in any case an adjustment is determined by the Committee to be necessary or appropriate, then the Committee shall make any such adjustments in such manner as it may deem equitable, including without limitation any or all of the following: (i) adjusting any or all ot of (A) the number and kind of common shares of the Company or other securities of the Company (or number and kind of other securities or other property) that may be delivered in respect of this Award and (B) the terms of this Award, including, without limitation, (1) the number and kind of shares of stock or other securities of the Company (or number and kind of other securities or other property) subject to this Award or to which this Award relates, and/or (2) the Exercise Price with respect to this Award; (ii) providing for tor a substitution or assumption of this Award, accelerating the delivery, vesting vesting, and/or exercisability of, lapse of restrictions, and/or other conditions on, or termination of, this AwardAward or providing for a period of time (which shall not be required to be more than 10 days) for the Grantee to exercise this Award prior to the occurrence of such event (and if this Award is not so exercised shall terminate or become no longer exercisable upon the occurrence of such event); and (iii) cancelling this Award and causing to be paid to the holders thereof, in cash, Common Shares, other securities, or other property, or any combination thereof, the value of this Award, if any, as determined by the Committee (which if applicable may be based upon the price per Common Share received or to be received by other shareholders of the Company in such event), including without limitation, a cash payment in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the Common Shares subject to this Option over the aggregate Exercise Price of this Option, respectively (it being understood that, in such event, if this Option has a per share Exercise Price equal to, or in excess of, the Fair Market Value of a Common Share subject thereto may be canceled and terminated without any payment or consideration therefor); provided, however, that the Committee shall make an equitable or proportionate adjustment to this Award to reflect any "equity restructuring" (within the meaning of the Financial Accounting Standards Codification Topic 718 (or any successor pronouncement thereto)). Except as otherwise determined by the Committee, any adjustments under this Section 11 shall be made in a manner that does not adversely affect the exemption provided pursuant to Rule 16b-3 l6b-3 promulgated under the U.S. Exchange Act. The Company shall give the Grantee notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes. In anticipation of the occurrence of any event listed in the first sentence of this Section 11, for reasons of administrative convenience, the Committee in its sole discretion may refuse to permit the exercise of this Award during a period of up to 30 days prior to the anticipated occurrence of any such event.

Changes in Capital Structure and Similar Events. In the event of (ai) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of Common SharesStock, other securities, securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, amalgamation, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of shares of Common Shares Stock or other securities of the Company, issuance of warrants or other rights to acquire shares of Common Shares Stock or other securities of the Company, or other similar corporate transaction or event (including, without limitation, a Change in Control) that affects the Common SharesStock, or (bii) unusual or nonrecurring events (including, without limitation, a Change in Control) affecting the Company, any Affiliateof its affiliates, or the financial statements of the Company or any Affiliateof its affiliates, or changes in applicable rules, rulings, regulations, regulations or other requirements of any governmental body or national securities exchangeexchange or inter-dealer quotation system, accounting principles, principles or law, such that in any either case an adjustment is determined by the Committee Board in its sole discretion to be necessary or appropriateappropriate (in order to avoid a “modification” for accounting purposes), then the Committee Board shall make any such adjustments in such manner as it may deem equitable, including without limitation any or all of the following: (ia) adjusting any or all ot (A) the number and kind of common shares of the Company Common Stock or other securities of the Company (or number and kind of other securities or other property) that may be delivered in respect of this Award and (B) the terms of this Award, including, without limitation, the number and kind of shares of stock or other securities of the Company (or number and kind of other securities or other property) subject to this Award or to which this Award relatesRestricted Stock Units; (iib) providing for a substitution or assumption of this Awardthe Restricted Stock Units, accelerating the delivery, vesting of, lapse of restrictions, and/or other conditions onvesting, or termination oftermination, this Awardof the Restricted Stock Units; and (iiic) cancelling this Award the Restricted Stock Units and causing to be paid to the holders thereofGrantee, in cash, shares of Common SharesStock, other securities, securities or other property, or any combination thereof, the value of this Awardsuch Restricted Stock Units, if any, as determined by the Committee Board (which if applicable may be based upon the price per share of Common Share Stock received or to be received by other shareholders stockholders of the Company in such event); provided, however, that in the Committee shall make an equitable or proportionate adjustment to this Award to reflect case of any "“equity restructuring" ” (within the meaning of the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor pronouncement thereto)), the Board shall make an equitable or proportionate adjustment to the Restricted Stock Units to reflect such equity restructuring. Except as otherwise determined by the Committee, any Any adjustments under this Section 11 7 shall be made in a manner that does not adversely affect the exemption provided pursuant to Rule 16b-3 promulgated under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the extent applicable. The Company shall give the Grantee notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.