Common use of SHARE SPLIT OR SHARE CONSOLIDATION Clause in Contracts

SHARE SPLIT OR SHARE CONSOLIDATION. 1.1 If the Company splits (including the case that the Common Shares of the Company are allotted to existing shareholders for free) or consolidates its Common Shares after the Grant Date, the number of Common Shares to be issued/transferred in satisfaction of the exercise of an Option (the Adjusted Number of Shares) shall be adjusted in accordance with the following formula, provided, however, that such adjustment shall be made only with respect to Options that have not yet been exercised at the time of such share split or share consolidation. The Adjusted Number of Shares shall be rounded down to the nearest whole Common Share. Adjusted Number of Shares = Number of Common Shares required to satisfy the exercise of an Option prior to adjustment × Ratio of share split/ consolidation The Company shall promptly notify the Grantee in writing of the Adjusted Number of Shares in the event of a share split or share consolidation by the Company. 1.2 If the Company splits or consolidates its Common Shares, the Exercise Price shall be adjusted in accordance with the following formula: The Adjusted Exercise Price shall be rounded up to the nearest whole Yen. 1.3 The “Pre-adjusted Exercise Price” used in the formula in Clause 1.2 above shall be the Exercise Price effective on the day prior to the date on which the Adjusted Exercise Price is applied pursuant to 1.4 below. 1.4 The Adjusted Exercise Price shall be applied as follows: (a) if the Company splits its Common Shares, the Adjusted Exercise Price shall be applied from the date following the allotment date (wariate-bi) of the split shares; or (b) if the Company consolidates its Common Shares, the Adjusted Exercise Price shall be applied from the date following the date on which the shareholders meeting of the Company decides the consolidation to be effective provided for in Item 2 of Paragraph 2 of Article 180 of the Corporate Act (Law No. 86 of 2005). 1.5 Where the Board decides that Common Shares will be issued pursuant to a share split in exchange for a capitalization of distributable profits, and the allotment date of the split shares is specified as being a date prior to the date of the shareholders’ meeting at which such capitalization is approved, from the day following such shareholders’ meeting, the Adjusted Exercise Price shall be applied retroactively with effect from the day following the date of allotment of the split shares. In such case, a number of additional Common Shares calculated in accordance with the following formula shall be issued/transferred to any Grantee who exercises an Option during the period between the date following the allotment date of the split shares and the date of the shareholders’ meeting at which the capitalization of distributable profits is approved (the Interim Period): Adjusted Exercise Price The number of additional Common Shares accordingly issued or transferred to the Grantee shall be rounded down to the nearest whole Common Share.

Appears in 2 contracts

Samples: Agreement for the Grant of Options to Acquire Common Shares (Toyota Motor Corp/), Agreement for the Grant of Options to Acquire Common Shares (Toyota Motor Corp/)

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SHARE SPLIT OR SHARE CONSOLIDATION. 1.1 If the Company splits (including the case that the Common Shares of the Company are allotted to existing shareholders for free) or consolidates its Common Shares after the Grant Date, the number of Common Shares to be issued/transferred in satisfaction of the exercise of an Option (the Adjusted Number of Shares) shall be adjusted in accordance with the following formula, provided, however, that such adjustment shall be made only with respect to Options that have not yet been exercised at the time of such share split or share consolidation. The Adjusted Number of Shares shall be rounded down to the nearest whole Common Share. Adjusted Number of Shares = Number of Common Shares required to satisfy the exercise of an Option prior to adjustment × Ratio of share split/ consolidation The Company shall promptly notify the Grantee in writing of the Adjusted Number of Shares in the event of a share split or share consolidation by the Company. 1.2 If the Company splits or consolidates its Common Shares, the Exercise Price shall be adjusted in accordance with the following formula: The Adjusted Exercise Price shall be rounded up to the nearest whole Yen. 1.3 The “Pre-adjusted Exercise Price” used in the formula in Clause 1.2 above shall be the Exercise Price effective on the day prior to the date on which the Adjusted Exercise Price is applied pursuant to 1.4 below. 1.4 The Adjusted Exercise Price shall be applied as follows: (a) if the Company splits its Common Shares, the Adjusted Exercise Price shall be applied from the date following the allotment record date (wariatekijun-bi) of the split shares; or (b) if the Company consolidates its Common Shares, the Adjusted Exercise Price shall be applied from the date following the date on which the shareholders meeting of the Company decides the such consolidation to be effective provided for in Item 2 of Paragraph 2 of Article 180 of the Corporate Act (Law No. 86 of 2005)becomes effective. 1.5 Where the Board decides that Common Shares will be issued pursuant to a share split in exchange for a capitalization of distributable profitsprofits (i.e. adding a certain amount of capital surplus into share capital or capital surplus reserve), and the allotment record date of the split shares is specified as being a date prior to the date of the shareholders’ meeting at which such capitalization is approved, from the day following such shareholders’ meeting, the Adjusted Exercise Price shall be applied retroactively with effect from the day following the record date of allotment of the split shares. In such case, a number of additional Common Shares calculated in accordance with the following formula shall be issued/transferred to any Grantee who exercises an Option during the period between the date following the allotment record date of the split shares and the date of the shareholders’ meeting at which the capitalization of distributable profits is approved (the Interim Period): Number of additional Common Shares = Pre-Adjusted Exercise Price - Adjusted Exercise Price × Number of shares which were issued or transferred upon the exercise of the Option without the adjustment of the Exercise Price during the Interim Period The number of additional Common Shares accordingly issued or transferred to the Grantee shall be rounded down to the nearest whole Common Share.

Appears in 2 contracts

Samples: Agreement for the Grant of Options to Acquire Common Shares (Toyota Motor Corp/), Agreement for the Grant of Options to Acquire Common Shares (Toyota Motor Corp/)

SHARE SPLIT OR SHARE CONSOLIDATION. 1.1 If the Company splits (including the case that the Common Shares of the Company are allotted to existing shareholders for free) or consolidates its Common Shares after the Grant Date, the number of Common Shares to be issued/transferred in satisfaction of the exercise of an Option (the Adjusted Number of Shares) shall be adjusted in accordance with the following formula, provided, however, that such adjustment shall be made only with respect to Options that have not yet been exercised at the time of such share split or share consolidation. The Adjusted Number of Shares shall be rounded down to the nearest whole Common Share. Adjusted Number of Shares = Number of Common Shares required to satisfy the exercise of an Option prior to adjustment × Ratio of share split/ consolidation The Company shall promptly notify the Grantee in writing of the Adjusted Number of Shares in the event of a share split or share consolidation by the Company. 1.2 If the Company splits or consolidates its Common Shares, the Exercise Price shall be adjusted in accordance with the following formula: The Adjusted Exercise Price shall be rounded up to the nearest whole Yen. 1.3 The “Pre-adjusted Exercise Price” used in the formula in Clause 1.2 above shall be the Exercise Price effective on the day prior to the date on which the Adjusted Exercise Price is applied pursuant to 1.4 below. 1.4 The Adjusted Exercise Price shall be applied as follows: (a) if the Company splits its Common Shares, the Adjusted Exercise Price shall be applied from the date following the allotment date (wariate-bi) of the split shares; or (b) if the Company consolidates its Common Shares, the Adjusted Exercise Price shall be applied from the date following the date on which the shareholders meeting expiry of the Company decides the consolidation to be effective period provided for in Item 2 of Paragraph 2 1 of Article 180 215 of the Corporate Act Commercial Code (Law No. 86 48 of 20051899). 1.5 Where the Board decides that Common Shares will be issued pursuant to a share split in exchange for a capitalization of distributable profits, and the allotment date of the split shares is specified as being a date prior to the date of the shareholders’ meeting at which such capitalization is approved, from the day following such shareholders’ meeting, the Adjusted Exercise Price shall be applied retroactively with effect from the day following the date of allotment of the split shares. In such case, a number of additional Common Shares calculated in accordance with the following formula shall be issued/transferred to any Grantee who exercises an Option during the period between the date following the allotment date of the split shares and the date of the shareholders’ meeting at which the capitalization of distributable profits is approved (the Interim Period): Number of additional Common Shares = Pre-Adjusted Exercise Price - Adjusted Exercise Price × Number of shares which were issued or transferred upon the exercise of the Option without the adjustment of the Exercise Price during the Interim Period The number of additional Common Shares accordingly issued or transferred to the Grantee shall be rounded down to the nearest whole Common Share.

Appears in 1 contract

Samples: Agreement for the Grant of Options to Acquire Common Shares (Toyota Motor Corp/)

SHARE SPLIT OR SHARE CONSOLIDATION. 1.1 If the Company splits (including the case that the Common Shares of the Company are allotted to existing shareholders for free) or consolidates its Common Shares after the Grant Date, the number of Common Shares to be issued/transferred in satisfaction of the exercise of an Option (the Adjusted Number of Shares) shall be adjusted in accordance with the following formula, provided, however, that such adjustment shall be made only with respect to Options that have not yet been exercised at the time of such share split or share consolidation. The Adjusted Number of Shares shall be rounded down to the nearest whole Common Share. Adjusted Number of Shares = Number of Common Shares required to satisfy the exercise of an Option prior to adjustment × Ratio of share split/ consolidation The Company shall promptly notify the Grantee in writing of the Adjusted Number of Shares in the event of a share split or share consolidation by the Company. 1.2 If the Company splits or consolidates its Common Shares, the Exercise Price shall be adjusted in accordance with the following formula: The Adjusted Exercise Price shall be rounded up to the nearest whole Yen. 1.3 The “Pre-adjusted Exercise Price” used in the formula in Clause 1.2 above shall be the Exercise Price effective on the day prior to the date on which the Adjusted Exercise Price is applied pursuant to 1.4 below. 1.4 The Adjusted Exercise Price shall be applied as follows: (a) if the Company splits its Common Shares, the Adjusted Exercise Price shall be applied from the date following the allotment date (wariate-bi) of the split shares; or (b) if the Company consolidates its Common Shares, the Adjusted Exercise Price shall be applied from the date following the trhe date on which the shareholders shareholders' meeting of the Company decides the consolidation to be effective provided for in Item 2 of Paragraph 2 of Article 180 of the Corporate Act (Law No. 86 of 2005). 1.5 Where the Board decides that Common Shares will be issued pursuant to a share split in exchange for a capitalization of distributable profits, and the allotment date of the split shares is specified as being a date prior to the date of the shareholders’ meeting at which such capitalization is approved, from the day following such shareholders’ meeting, the Adjusted Exercise Price shall be applied retroactively with effect from the day following the date of allotment of the split shares. In such case, a number of additional Common Shares calculated in accordance with the following formula shall be issued/transferred to any Grantee who exercises an Option during the period between the date following the allotment date of the split shares and the date of the shareholders’ meeting at which the capitalization of distributable profits is approved (the Interim Period): Number of additional Common Shares = Pre-Adjusted Exercise Price - Adjusted Exercise Price × Number of shares which were issued or transferred upon the exercise of the Option without the adjustment of the Exercise Price during the Interim Period The number of additional Common Shares accordingly issued or transferred to the Grantee shall be rounded down to the nearest whole Common Share.

Appears in 1 contract

Samples: Agreement for the Grant of Options to Acquire Common Shares (Toyota Motor Corp/)

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SHARE SPLIT OR SHARE CONSOLIDATION. 1.1 If the Company splits (including the case that the Common Shares of the Company are allotted to existing shareholders for free) or consolidates its Common Shares after the Grant Date, the number of Common Shares to be issued/transferred in satisfaction of the exercise of an Option (the Adjusted Number of Shares) shall be adjusted in accordance with the following formula, provided, however, that such adjustment shall be made only with respect to Options that have not yet been exercised at the time of such share split or share consolidation. The Adjusted Number of Shares shall be rounded down to the nearest whole Common Share. Adjusted Number of Shares = Number of Common Shares required to satisfy the exercise of an Option prior to adjustment × Ratio of share split/ consolidation The Company shall promptly notify the Grantee in writing of the Adjusted Number of Shares in the event of a share split or share consolidation by the Company. 1.2 If the Company splits or consolidates its Common Shares, the Exercise Price shall be adjusted in accordance with the following formula: The Adjusted Exercise Price shall be rounded up to the nearest whole Yen. 1.3 The “Pre-adjusted Exercise Price” used in the formula in Clause 1.2 above shall be the Exercise Price effective on the day prior to the date on which the Adjusted Exercise Price is applied pursuant to 1.4 below. 1.4 The Adjusted Exercise Price shall be applied as follows: (a) if the Company splits its Common Shares, the Adjusted Exercise Price shall be applied from the date following the allotment date (wariate-bi) of the split shares; or (b) if the Company consolidates its Common Shares, the Adjusted Exercise Price shall be applied from the date following the date on which the shareholders meeting expiry of the Company decides the consolidation to be effective period provided for in Item 2 of Paragraph 2 1 of Article 180 215 of the Corporate Act Commercial Code (Law No. 86 48 of 20051899). 1.5 Where the Board decides that Common Shares will be issued pursuant to a share split in exchange for a capitalization of distributable profits, and the allotment date of the split shares is specified as being a date prior to the date of the shareholders’ meeting at which such capitalization is approved, from the day following such shareholders’ meeting, the Adjusted Exercise Price shall be applied retroactively with effect from the day following the date of allotment of the split shares. In such case, a number of additional Common Shares calculated in accordance with the following formula shall be issued/transferred to any Grantee who exercises an Option during the period between the date following the allotment date of the split shares and the date of the shareholders’ meeting at which the capitalization of distributable profits is approved (the Interim Period): Number of additional Common Shares = [ Pre-Adjusted Exercise Price - Adjusted Exercise Price ] Í Number of shares which were issued or transferred upon the exercise of the Option without the adjustment of the Exercise Price during the Interim Period The number of additional Common Shares accordingly issued or transferred to the Grantee shall be rounded down to the nearest whole Common Share.

Appears in 1 contract

Samples: Option Agreement (Toyota Motor Credit Corp)

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