VARIATION OF CAPITAL. 5.1 Subject to sub-clauses 5.3 and 5.4 below, in the event of a variation of the share capital of the Company (whenever effected) by way of capitalisation, sub-division, consolidation or reduction the Board at their discretion may make such adjustments as it considers appropriate under sub-clause 5.2 below.
5.2 An adjustment made under this sub-clause shall be to one or more of the following:-
5.2.1 the number of Option Shares in respect of which the Option may be exercised; or
5.2.2 the price at which the Option Shares may be acquired by the exercise of the Option.
5.3 Except in the case of a capitalisation issue, no adjustment under sub-clause 5.2 above shall be made without the prior confirmation in writing by the auditors for the time being of the Company (if so appointed) to the directors that it is in their opinion fair and reasonable.
5.4 An adjustment under sub-clause 5.2 above may have the effect of reducing the price at which Option Shares may be acquired by the exercise of the Option to less than their nominal value, but only if and to the extent that the Board shall be authorised to capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the Option Shares in respect of which the Option is exercised and which are to be allotted pursuant to such exercise and which exceeds the price at which the same may be subscribed for and to apply such sum in paying up such amount on such Option Shares; and so that on exercise of the Option the Board shall capitalise such sum (if any) and apply the same in paying up such amount as aforesaid.
5.5 As soon as reasonably practicable after making any adjustment under sub-clause 5.2 above, the Board shall give notice in writing thereof to the Optionholder.
VARIATION OF CAPITAL. 15.1 In the event of any capitalization issue by the Company, or any offer or invitation made by way of rights, or any consolidation, subdivision or reduction of its share capital or any other variation of its share capital, the Board may adjust in such manner as it may decide to be appropriate the number and nominal amount of Shares subject to this Option (including any Option which has been exercised but in respect of which Shares have not been issued and allotted), the Exercise Price and, subject to Clause 15.2 the Board's decision shall be final and binding on the Option-holder.
15.2 No adjustment shall be made pursuant to Clause 15.1 unless and until the Auditors (acting as experts and not as arbitrators) shall have confirmed in writing to the Board that the adjustment is, in their opinion, fair and reasonable.
15.3 If any adjustment is made pursuant to this Clause 15, the Company shall notify the Option-holder of the adjustment as soon as practicable after its decision.
VARIATION OF CAPITAL. Notwithstanding the provisions of Rule 9(a), no adjustment shall be made:-
VARIATION OF CAPITAL. 9.1 In the event of a demerger involving the Company or if the share capital of the Company is varied by means of a rights issue, sub-division, consolidation or reduction or if the Company pays a special dividend, the Board (or any other Grantor with the consent of the Board) may make such adjustments as it considers appropriate under Rule 9.2.
9.2 An adjustment made under this Rule shall be to one or more of the following:
9.2.1 the number of Option Shares;
9.2.2 the Exercise Price; and
9.2.3 where any such Option has been exercised but no Shares have been allotted or transferred pursuant to such exercise, the number of Shares which may be so allotted or transferred and the Exercise Price at which they may be acquired.
9.3 An adjustment under Rule 9.2 may have the effect of reducing the price at which Shares may be subscribed for on the exercise of an Option to less than their nominal value, but only if and to the extent that the Board shall be authorised to capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the Shares in respect of which the Option is exercised and which are to be allotted pursuant to such exercise exceeds the price at which the Shares may be subscribed for and to apply that sum in paying up such amount on the Shares; and so that on exercise of any Option in respect of which such a reduction shall have been made the Board shall capitalise that sum (if any) and apply it in paying up that amount.
9.4 As soon as reasonably practicable after making any adjustment the Grantor or the Board on its behalf shall give notice in writing thereof to any Optionholder affected by it.
VARIATION OF CAPITAL. 6.1 Subject to clauses 6.3 and 7.2, in the event of any increase or variation of the share capital of the Company (whenever effected), the Remuneration Committee may make such adjustments as it considers appropriate under clause 6.2.
6.2 An adjustment made under this clause shall be to the number of Matching Shares.
6.3 As soon as reasonably practicable after making any adjustment under clause 6.2, the Company shall give notice in writing thereof to the Executive but in any event within 5 working days of such adjustment.
VARIATION OF CAPITAL. (1) The number of Shares over which an Option is granted and the Option Price thereof shall be adjusted in such manner as the Board shall determine following any Issue or Re-Organisation in such manner as the Directors may deem appropriate to the intent that (as nearly as may be without involving fractions of a Share or an Option Price calculated to more than two decimal places) the maximum aggregate Option Price payable in respect of an Option shall remain unchanged.
(2) Apart from this Rule 9(2), no adjustment under Rule 9(1) may have the effect of reducing the Option Price in respect of Options over unissued Shares to less than the nominal value of a Share. Where an Option subsists over both issued and unissued Shares, any such adjustment may only be made if the reduction of the Option Price in respect of Options over both issued and unissued Shares can be made to the same extent. Any adjustment made to the Option Price of an Option over unissued Shares shall only be made if, and to the extent that, the Board shall be authorised to capitalise from the reserves of the Company a sum equal to the amount by which the aggregate nominal value of the Shares in respect of which the Option is exercisable exceeds the aggregate Option Price payable in respect of the Option and to apply such sum (if any) in paying up such amount on such Shares so that, on exercise of the Option in respect of which such a reduction shall have been made, the Board shall capitalise such sum (if any) and apply the same in paying up such amount as aforesaid.
(3) The Board may take such steps as it may consider necessary to notify Participants of any adjustment made under this Rule 9.
VARIATION OF CAPITAL. 13.1 The aggregate number of shares which may be issued under the plan may be increased to reflect a change in capitalisation of the company, such as a stock dividend or stock split.
13.2 If, prior to the expiration of an option, the company shall effect a subdivision or consolidation of its shares or the payment of a stock dividend on its shares without receipt of consideration by the company, the number of shares thereafter subject to such option (i) in the event of an increase in the number of outstanding shares shall be proportionately increased, and the exercise price shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares shall be proportionately reduced, and the exercise price shall be proportionately increased.
13.3 No adjustments shall be made without specific prior approval of the inland revenue.
13.4 Notice of any such adjustments shall be given to the option holders who if required shall return their option certificates for endorsement or replacement
VARIATION OF CAPITAL. 10.1 Subject to this Rule 10, in the event of any variation of the ordinary share capital of the Company (whenever effected) by way of bonus issue, rights issue, or sub-division, consolidation or reduction, the Directors may make such adjustments as it considers appropriate under Rule 10.2 below.
10.2 An adjustment made under this Rule shall be to one or more of the following:
10.2.1 the number of Shares in respect of which any Option granted under the Scheme may be exercised; and
10.2.2 the price at which Shares may be acquired by the exercise of any such Option.
10.3 As soon as reasonably practicable after making any adjustment under Rule 10.2 above, the Directors shall give notice in writing thereof to each Optionholder.
VARIATION OF CAPITAL. In the event of any variation of the ordinary share capital of the Company (whenever effected) by way of bonus issue, rights issue, or sub-division, consolidation or reduction, the Directors may make such adjustments as it considers appropriate to the Number of Restricted Stock Units subject to this Agreement. As soon as reasonably practicable after making any adjustment under this Section 8, the Directors will give notice in writing thereof to the Participant.
VARIATION OF CAPITAL. 4.1 Any variation in the authorised or issued share capital of any member of the Group, or any issuance of equity or any securities by any member of the Group, in each case, other than (i) in respect of share capital or securities, or (ii) in connection with a Proposed Transaction.
4.2 The creation of options or any other rights to subscribe for or convert into securities of any member of the Group.
