Common use of Reorganization Event Clause in Contracts

Reorganization Event. (i) In connection with a Reorganization Event (as defined in the Plan), the Board may take any one or more of the following actions with respect to the Units on such terms as the Board determines (except to the extent specifically otherwise provided in another agreement between the Company and the Participant): (A) provide that outstanding Units shall be assumed, or substantially equivalent Units shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof); (B) provide that outstanding Units shall become vested and deliverable in whole or in part prior to or upon such Reorganization Event; (C) in the event of a Reorganization Event under the terms of which holders of Ordinary Shares will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the “Acquisition Price”), make or provide for a cash payment to Participant with respect to each Unit held by a Participant equal to (I) the number of Ordinary Shares that vest upon or immediately prior to such Reorganization Event multiplied by (II) the excess of (X) the Acquisition Price over (Y) any applicable tax withholdings, in exchange for the termination of such Units; (D) provide that, in connection with a liquidation or dissolution of the Company, the Units shall convert into the right to receive liquidation proceeds (if applicable, net of any applicable Withholding Taxes); (E) provide for the termination of unvested Units immediately prior to the Reorganization Event; (F) any other action permitted under the Plan; and (G) any combination of the foregoing. In taking any of the actions permitted under this Section 12(a)(i), the Board shall not be obligated by the Plan or this Agreement to treat all awards of Units under the Plan, all awards of Units held by a Participant, or all awards of the same type, identically. (ii) Notwithstanding the terms of Section 12(a)(i), in the case of outstanding Units that are subject to Section 409A: (A) if another agreement between the Participant and the Company provides that the Units shall be settled upon a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (a “Section 409A Change in Control”), and the Reorganization Event constitutes a Section 409A Change in Control, then no assumption or substitution shall be permitted pursuant to Section 12(a)(i)(A) and the Units shall instead be settled in accordance with the terms of the applicable agreement; (B) the Board may only undertake the actions set forth in clauses (B), (C), (D), (E) or (F) of Section 12(a)(i) if the Reorganization Event constitutes a Section 409A Change in Control and such action is permitted or required by Section 409A; and (C) if the Reorganization Event is not a Section 409A Change in Control or the action under clauses (B), (C), (D), (E) or (F) of Section 12(a)(i) are not permitted or required by Section 409A, and the acquiring or succeeding corporation does not assume or substitute the Units pursuant to clause (A) of Section 12(a)(i), then the unvested Units terminate immediately prior to the consummation of the Reorganization Event without any payment in exchange therefore. (iii) For purposes of Section 12(a)(i)(A), the Units are considered assumed if, following consummation of the Reorganization Event, such award confers the right to receive pursuant to the terms of such award, for each Ordinary Share subject to the Units immediately prior to the consummation of the Reorganization Even, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Ordinary Shares for each Ordinary Share held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Ordinary Shares), except that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise or settlement of the award to consist solely of such number of shares of common stock of the acquiring or succeeding corporation (or an affiliate thereof) that the Board determined to be equivalent in value (as of the date of such determination or another date specified by the Board) to the per share consideration received by holders of outstanding Ordinary Shares as a result of the Reorganization Event.

Reorganization Event. (a) Upon the occurrence of a Reorganization Event, the Option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. (b) Notwithstanding Section 7(a), in the event that the successor corporation does not assume (within the meaning of Section 9.2 of the Plan) the Option or an equivalent option is not substituted, then the Administrator shall, upon written or electronic notice to the Optionee, provide that either: (i) In connection with a Reorganization Event (the Option will become exercisable in full as defined in the Plan), the Board may take any one or more of the following actions with respect to the Units on such terms as the Board determines (except to the extent specifically otherwise provided in another agreement between the Company and the Participant): (A) provide that outstanding Units shall be assumed, or substantially equivalent Units shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof); (B) provide that outstanding Units shall become vested and deliverable in whole or in part prior to or upon such Reorganization Event; (C) in the event of a Reorganization Event under the terms of which holders of Ordinary Shares will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the “Acquisition Price”), make or provide for a cash payment to Participant with respect to each Unit held by a Participant equal to (I) the number of Ordinary Shares that vest upon or immediately prior to such Reorganization Event multiplied by (II) the excess of (X) the Acquisition Price over (Y) any applicable tax withholdings, in exchange for the termination of such Units; (D) provide that, in connection with a liquidation or dissolution of the Company, the Units shall convert into the right to receive liquidation proceeds (if applicable, net of any applicable Withholding Taxes); (E) provide for the termination of unvested Units immediately specified time prior to the Reorganization Event; (F) any other action permitted under the Plan; Event and (G) any combination of the foregoing. In taking any of the actions permitted under this Section 12(a)(i), the Board shall not be obligated by the Plan or this Agreement to treat all awards of Units under the Plan, all awards of Units held by a Participant, or all awards of the same type, identically. (ii) Notwithstanding the terms of Section 12(a)(i), in the case of outstanding Units that are subject to Section 409A: (A) if another agreement between the Participant and the Company provides that the Units shall be settled upon a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (a “Section 409A Change in Control”), and the Reorganization Event constitutes a Section 409A Change in Control, then no assumption or substitution shall be permitted pursuant to Section 12(a)(i)(A) and the Units shall instead be settled in accordance with the terms of the applicable agreement; (B) the Board may only undertake the actions set forth in clauses (B), (C), (D), (E) or (F) of Section 12(a)(i) if the Reorganization Event constitutes a Section 409A Change in Control and such action is permitted or required by Section 409A; and (C) if the Reorganization Event is not a Section 409A Change in Control or the action under clauses (B), (C), (D), (E) or (F) of Section 12(a)(i) are not permitted or required by Section 409A, and the acquiring or succeeding corporation does not assume or substitute the Units pursuant to clause (A) of Section 12(a)(i), then the unvested Units will terminate immediately prior to the consummation of the Reorganization Event without any payment in exchange therefore. (iii) For purposes of Section 12(a)(i)(A), the Units are considered assumed if, following consummation of the such Reorganization Event, such award confers the right to receive pursuant except to the terms of such award, for each Ordinary Share subject to extent exercised by the Units immediately Optionee prior to the consummation of the Reorganization EvenEvent; or (ii) the Option will terminate upon consummation of such Reorganization Event and the Optionee will receive, in exchange therefor, a cash payment equal to the amount (if any) by which (A) the Acquisition Price multiplied by the number of Option Shares subject to the Option, whether or not such Option Shares are then vested in full, exceeds (B) the aggregate Exercise Price of the Option. (c) If the Option is assumed in connection with a Reorganization Event, then the Option shall be appropriately adjusted, immediately after such Reorganization Event, to apply to the number and class of securities which would have been issuable to the Optionee in consummation of such Reorganization Event had the Option been exercised in full immediately prior to such Reorganization Event, and appropriate adjustments shall also be made to the Exercise Price, provided that the aggregate Exercise Price shall remain the same. (d) If either (i) in connection with a Reorganization Event, the consideration Company or a successor corporation (whether cash, securities or other property) received as a result Parent or Subsidiary of the Reorganization Event by holders successor corporation) does not offer to continue the Service of Ordinary Shares for each Ordinary Share held the Optionee in a position and on terms (including compensation, benefits, work location and responsibilities) substantially similar to (or more favorable than) the position and terms on which the Optionee was providing Service to the Company immediately prior to the consummation Reorganization Event, or (ii) within one year after a Reorganization Event in which the Optionee's Service is so continued and the Option is assumed, the Service of the Reorganization Event Optionee is terminated, then the Option shall become fully exercisable upon such event or termination; provided, that no such acceleration shall occur if the Optionee's Service is terminated for Cause. (and if holders were offered a choice of consideration, e) This Agreement shall not in any way affect the type of consideration chosen by the holders of a majority right of the outstanding Ordinary Shares)Company to adjust, except that if the consideration received as a result reclassify, reorganize or to otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of the Reorganization Event is not solely common stock of the acquiring its business or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise or settlement of the award to consist solely of such number of shares of common stock of the acquiring or succeeding corporation (or an affiliate thereof) that the Board determined to be equivalent in value (as of the date of such determination or another date specified by the Board) to the per share consideration received by holders of outstanding Ordinary Shares as a result of the Reorganization Eventassets.

Reorganization Event. (i) In connection with a Reorganization Event (as defined in the Plan), the Board may take any one or more of the following actions with respect to the Units on such terms as the Board determines (except to the extent specifically otherwise provided in another agreement between the Company and the Participant): (A) provide that outstanding Units shall be assumed, or substantially equivalent Units shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof); (B) provide that outstanding Units shall become vested and deliverable in whole or in part prior to or upon such Reorganization Event; (C) in the event of a Reorganization Event under the terms of which holders of Ordinary Shares will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the “Acquisition Price”), make or provide for a cash payment to Participant with respect to each Unit held by a Participant equal to (I) the number of Ordinary Shares that vest upon or immediately prior to such Reorganization Event multiplied by (II) the excess of (X) the Acquisition Price over (Y) any applicable tax withholdings, in exchange for the termination of such Units; (D) provide that, in connection with a liquidation or dissolution of the Company, the Units shall convert into the right to receive liquidation proceeds (if applicable, net of any applicable Withholding Taxes); (E) provide for the termination of unvested Units immediately prior to the Reorganization Event; (F) any other action permitted under the Plan; and (G) any combination of the foregoing. In taking any of the actions permitted under this Section 12(a)(i8(a)(i), the Board shall not be obligated by the Plan or this Agreement to treat all awards of Units under the Plan, all awards of Units held by a Participant, or all awards of the same type, identically. (ii) Notwithstanding the terms of Section 12(a)(i8(a)(i), in the case of outstanding Units that are subject to Section 409A: (A) if another agreement between the Participant and the Company provides that the Units shall be settled upon a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (a “Section 409A Change in Control”), and the Reorganization Event constitutes a Section 409A Change in Control, then no assumption or substitution shall be permitted pursuant to Section 12(a)(i)(A8(a)(i)(A) and the Units shall instead be settled in accordance with the terms of the applicable agreement; (B) the Board may only undertake the actions set forth in clauses (B), (C), (D), (E) or (F) of Section 12(a)(i) if the Reorganization Event constitutes a Section 409A Change in Control and such action is permitted or required by Section 409A; and (C) if the Reorganization Event is not a Section 409A Change in Control or the action under clauses (B), (C), (D), (E) or (F) of Section 12(a)(i) are not permitted or required by Section 409A, and the acquiring or succeeding corporation does not assume or substitute the Units pursuant to clause (A) of Section 12(a)(i), then the unvested Units terminate immediately prior to the consummation of the Reorganization Event without any payment in exchange therefore. (iii) For purposes of Section 12(a)(i)(A), the Units are considered assumed if, following consummation of the Reorganization Event, such award confers the right to receive pursuant to the terms of such award, for each Ordinary Share subject to the Units immediately prior to the consummation of the Reorganization Even, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Ordinary Shares for each Ordinary Share held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Ordinary Shares), except that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise or settlement of the award to consist solely of such number of shares of common stock of the acquiring or succeeding corporation (or an affiliate thereof) that the Board determined to be equivalent in value (as of the date of such determination or another date specified by the Board) to the per share consideration received by holders of outstanding Ordinary Shares as a result of the Reorganization Event.

Reorganization Event. (ia) In connection with the event of a Reorganization Event (as defined in the Plan) that is not also a Change of Control (as defined above), the Board of Directors (the “Board”) may take any one or more of the following actions with respect to the Units Award on such terms as the Board determines (except to the extent specifically otherwise provided in another agreement between the Company and the Participant): (Ai) provide that outstanding Units the Award shall be assumed, or a substantially equivalent Units Award shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof); , (Bii) provide that outstanding Units the Award shall become vested and the Shares subject to the Award shall become deliverable in whole or in part prior to or upon such Reorganization Event; , (Ciii) in the event of a Reorganization Event under the terms of which holders of Ordinary Shares Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the “Acquisition Price”), make or provide for a cash payment to Participant with respect to each Unit Share subject to the Award held by a Participant equal to (I) the number of Ordinary Shares that vest upon or immediately prior to such Reorganization Event multiplied by (II) the excess of (X) the Acquisition Price over (Y) any applicable tax withholdings, in exchange for the termination of the Award and such Units; Shares, (Div) provide that, in connection with a liquidation or dissolution of the Company, the Units Shares subject to the Award shall convert into the right to receive liquidation proceeds (if applicable, net of any applicable Withholding Taxestax withholdings); , (Ev) provide for the termination of the unvested Units portion of the Award immediately prior to the Reorganization Event; , (Fvi) any other action permitted under the Plan; Plan and (Gvii) any combination of the foregoing. In taking any of the actions permitted under this Section 12(a)(i7(a), the Board shall not be obligated by the Plan or this Agreement to treat all awards of Units Awards under the Plan, all awards of Units Awards held by a Participant, or all awards Awards of the same type, identically. (iib) Notwithstanding the terms of Section 12(a)(i7(a), in the case of an outstanding Units Award that are is subject to Section 409A of the Internal Revenue Code and the guidance thereunder (“Section 409A: ”): (Ai) if another agreement between the Participant and the Company provides that the Units Award shall be settled upon a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (a “Section 409A Change in Control”), and the Reorganization Event constitutes such a Section 409A Change “change in Controlcontrol event”, then no assumption or substitution shall be permitted pursuant to Section 12(a)(i)(A7(a)(i) and the Units Award shall instead be settled in accordance with the terms of the applicable agreement; and (Bii) the Board may only undertake the actions set forth in clauses (Bii), (Ciii), (Div), (Ev) or (Fvi) of Section 12(a)(i7(a) if the Reorganization Event constitutes a “change in control event” as defined under Treasury Regulation Section 409A Change in Control and 1.409A-3(i)(5)(i) and/or such action is permitted or required by Section 409A409A of the Code; and (C) if the Reorganization Event is not a Section 409A Change “change in Control control event” as so defined or the such action under clauses (B), (C), (D), (E) or (F) of Section 12(a)(i) are is not permitted or required by Section 409A409A of the Code, and the acquiring or succeeding corporation does not assume or substitute the Units Award pursuant to clause (Ai) of Section 12(a)(i7(a), then the unvested Units portion of the Award shall terminate immediately prior to the consummation of the Reorganization Event without any payment in exchange thereforetherefor. (iiic) For purposes of Section 12(a)(i)(A7(a)(i), the Units are Award shall be considered assumed if, following consummation of the Reorganization Event, such award confers the right to receive pursuant to the terms of such award, for each Ordinary Share subject to the Units Award immediately prior to the consummation of the Reorganization EvenEvent, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Ordinary Shares Common Stock for each Ordinary Share share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Ordinary SharesCommon Stock); provided, except however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise or settlement of the award to consist solely of such number of shares of common stock of the acquiring or succeeding corporation (or an affiliate thereof) that the Board Committee determined to be equivalent in value (as of the date of such determination or another date specified by the BoardCommittee) to the per share consideration received by holders of outstanding Ordinary Shares Common Stock as a result of the Reorganization Event.

Reorganization Event. (i) In connection with a Reorganization Event (as defined in the Plan), the Board may take If any one or more of the following actions with respect to the Units on such terms as the Board determines (except to the extent specifically otherwise provided in another agreement between the Company and the Participant): events occur: (A) provide that outstanding Units shall be assumed, or substantially equivalent Units shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof)any recapitalization; (B) provide that any reclassification or change of the outstanding Units shall become vested and deliverable in whole or in part prior to or upon such Reorganization EventOrdinary Shares; (C) any consolidation, merger or combination involving the Company; (D) any sale or conveyance to a third party of all or substantially all of the Company’s assets; or (E) any statutory share exchange (each such event a “Reorganization Event”), in each case as a result of which the Ordinary Shares would be converted into, or exchanged for, stock, other securities, other property or assets (including Cash or any combination thereof) (the “Reference Property”), then following the effective time of the transaction, the right to receive Ordinary Shares upon exercise of the Warrants shall be changed to a right to receive, upon exercise of such Warrants, the kind and amount of shares of stock, other securities or other property or assets (including Cash or any combination thereof) that a holder of one Ordinary Share would have owned or been entitled to receive in connection with such Reorganization Event (such kind and amount of Reference Property per Ordinary Share, a “Unit of Reference Property”); provided in the event of a Reorganization Event under Fundamental Transaction, the terms of which Warrants shall be treated solely in accordance with Section 5(e). In the event holders of Ordinary Shares will receive upon consummation thereof have the opportunity to elect the form of consideration to be received in a cash payment for each share surrendered in the Reorganization Event (the “Acquisition Price”)Event, make or provide for a cash payment to Participant other than with respect to a Fundamental Transaction, the type and amount of consideration into which the Warrant shall be exercisable from and after the effective time of such Reorganization Event shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Ordinary Shares in such Reorganization Event. (i) At any time from, and including, the effective time of a Reorganization Event: (A) if Cashless Exercise does not apply or is not elected upon exercise of a Warrant, each Unit held by a Participant Ordinary Share per Warrant shall be equal to a single Unit of Reference Property; (IB) if Cashless Exercise applies upon exercise of a Warrant, the number of Ordinary Warrant Shares issuable upon a Cashless Exercise per Warrant shall be a number of Units of Reference Property calculated as set forth in Section 3(a)(ii), except that vest the Market Price used to determine the number of Units of Reference Property issuable upon or immediately prior to a Cashless Exercise on any Trading Day shall be the Unit Value for such Reorganization Event multiplied by Trading Day; and (IIC) the excess Closing Sale Price and the Current Market Price shall be calculated with respect to a Unit of (X) the Acquisition Price over (Y) any applicable tax withholdings, in exchange for the termination of such Units; (D) provide that, in connection with a liquidation or dissolution of the Company, the Units shall convert into the right to receive liquidation proceeds (if applicable, net of any applicable Withholding Taxes); (E) provide for the termination of unvested Units immediately prior to the Reorganization Event; (F) any other action permitted under the Plan; and (G) any combination of the foregoing. In taking any of the actions permitted under this Section 12(a)(i), the Board shall not be obligated by the Plan or this Agreement to treat all awards of Units under the Plan, all awards of Units held by a Participant, or all awards of the same type, identicallyReference Property. (ii) Notwithstanding The value of a Unit of Reference Property (the terms of Section 12(a)(i), in the case of outstanding Units that are subject to Section 409A: “Unit Value”) shall be determined as follows: (A) any shares of common stock of the successor or purchasing corporation or any other corporation that are traded on a national or regional stock exchange included in such Unit of Reference Property shall be valued as if another agreement between such shares were “Ordinary Shares” using procedures set forth in the Participant and definition of “Closing Sale Price”; (B) any other property (other than Cash) included in such Unit of Reference Property shall be valued in good faith by the Board of Directors (in a manner not materially inconsistent with the manner the Board of Directors valued such property for purposes of the Reorganization Event, if applicable) or by a firm selected by the Board of Directors; and (C) any Cash included in such Unit of Reference Property shall be valued at the amount thereof. (iii) On or prior to the effective time of any Reorganization Event, the Company provides or the successor or purchasing Person, as the case may be, shall execute an amendment to the Warrant Agency Agreement and this Warrant providing that the Units Warrant shall be settled upon a “change in control event” within the meaning exercisable for Units of Treasury Regulation Section 1.409A-3(i)(5)(i) (a “Section 409A Change in Control”), and the Reorganization Event constitutes a Section 409A Change in Control, then no assumption or substitution shall be permitted pursuant to Section 12(a)(i)(A) and the Units shall instead be settled Reference Property in accordance with the terms of this Section 5(d). If the applicable agreement; (B) the Board may only undertake the actions set forth Reference Property in clauses (B), (C), (D), (E) or (F) of Section 12(a)(i) if the connection with any Reorganization Event constitutes includes shares of stock or other securities and assets of a Section 409A Change Person other than the successor or purchasing Person, as the case may be, in Control and such action is permitted or required by Section 409A; and (C) if the Reorganization Event is not a Section 409A Change in Control or the action under clauses (B), (C), (D), (E) or (F) of Section 12(a)(i) are not permitted or required by Section 409A, and the acquiring or succeeding corporation does not assume or substitute the Units pursuant to clause (A) of Section 12(a)(i)Event, then the unvested Units terminate immediately prior Company shall cause such amendment to the consummation Warrant Agency Agreement and this Warrant to be executed by such other Person and such amendment shall contain such additional provisions to protect the interests of the Reorganization Event without any payment Holders as the Board of Directors shall reasonably consider necessary by reason of the foregoing. Any such amendment to this Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in exchange therefore. (iii) For purposes of this Section 12(a)(i)(A)5. In the event the Company shall execute an amendment to the Warrant Agency Agreement and this Warrant pursuant to this Section 5, the Units are considered assumed if, following consummation Company shall promptly file with the Warrant Agent a certificate executed by a duly authorized officer of the Company briefly stating the reasons therefor, the kind or amount of Cash, securities or property or asset that will comprise a Unit of Reference Property after the relevant Reorganization Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with. The Company shall cause notice of the execution of amendment to be mailed or delivered through the facilities of the Depositary to each of the Holders within 20 Business Days after execution thereof. Failure to deliver such award confers notice shall not affect the right to receive pursuant to the terms legality or validity of such award, for each Ordinary Share subject to the Units immediately prior to the consummation of the Reorganization Even, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Ordinary Shares for each Ordinary Share held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Ordinary Shares), except that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise or settlement of the award to consist solely of such number of shares of common stock of the acquiring or succeeding corporation (or an affiliate thereof) that the Board determined to be equivalent in value (as of the date of such determination or another date specified by the Board) to the per share consideration received by holders of outstanding Ordinary Shares as a result of the Reorganization Eventamendment.