Incentive Securities. Each option granted by the Company under the Company’s share option plans was granted (i) in accordance with the terms of the Company’s share option plan and (ii) with an exercise price at least equal to the fair market value of the Ordinary Shares on the date such option would be considered granted under U.S. GAAP and applicable law other than which would not result in a Material Adverse Effect. No option granted under the Company’s share option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, options prior to, or otherwise knowingly coordinate the grant of options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.
Incentive Securities. On the Effective Date, immediately prior to the Effective Time, the following shall occur and shall be deemed to occur in the following order without any further act or formality (but not as part of the Arrangement):
Incentive Securities. 12 Investor......................................................................1 Investors.....................................................................1
Incentive Securities. In addition to the legends required by Section 1.2(a) above, the following legend shall appear on certificates representing Incentive Securities (as defined hereinafter), PROVIDED, that the Company's failure to cause certificates representing Incentive Securities to bear such legend shall not affect the Company's Purchase Option described in Section 4.3: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT FOR A PERIOD OF TIME TO A PURCHASE OPTION OF THE COMPANY APPLICABLE TO "INCENTIVE SECURITIES" AS DESCRIBED IN THE SECURITIES HOLDERS AGREEMENT, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.
