VARIATION OF SHARE CAPITAL. 5.1 In the event of any capitalisation or rights issue or any consolidation, sub-division or reduction or other variation of the share capital by the Company, the limit on the number of Shares available under the Option, the number and nominal amount of Shares subject to the Option and the Exercise Price for each of those Shares may, at the discretion of the Company, be adjusted by the Company subject to the written confirmation by the Auditors that in their opinion such adjustment is fair and reasonable and to the prior agreement of HMRC PROVIDED THAT:-
5.1.1 the aggregate amount payable on the exercise of an Option in full is not increased; and
5.1.2 the Exercise Price for a Share is not reduced below its nominal value.
VARIATION OF SHARE CAPITAL. 6.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company or any rights issue or other variation of capital (other than a fresh issue of shares) taking place after the date of this Agreement the number of Option Shares and/or the Subscription Price shall be varied in such manner (if at all) as the Board shall determine and the Auditors shall confirm in writing to be in their opinion fair and reasonable provided that no variation shall be made which would result in the Subscription Price for a Share being less than its par value. The Company shall notify the Employee of any such variation.
VARIATION OF SHARE CAPITAL. 4.1 In the event of any capitalisation or rights issue or any consolidation, sub-division or reduction or other variation of the share capital by the Company, the limit on the number of Shares available under this Agreement, the number, class and nominal value of Shares subject to this Agreement (the definition of Shares being adjusted accordingly) and the Exercise Price for each of those Shares may, at the discretion of the Company, be adjusted by the Company subject to the written confirmation by the Auditors that in their opinion such adjustment is fair and reasonable PROVIDED THAT:
4.1.1 the aggregate value payable to the Manager is not increased; and
4.1.2 the Exercise Price for a Share is not reduced below its nominal value.
VARIATION OF SHARE CAPITAL. 11.1 If the Ordinary Share Capital is varied by way of a sub-division or consolidation or any other event which might affect the value of the Option, the Remuneration Committee shall (in its discretion) adjust:
(a) the number of Option Shares; and/or
(b) the Exercise Price; and/or
(c) if the Option has been exercised in respect of any Ordinary Shares but those Ordinary Shares have not yet been allotted or transferred, the number of Ordinary Shares which may be so allotted or transferred and the Exercise Price so as to ensure that the value of the Option is not increased or decreased solely in consequence of such variation or other event PROVIDED THAT:
(i) no such adjustment need be made if the variation or other event has, in the opinion of the Remuneration Committee, no significant effect on the value of the Option;
(ii) except insofar as the Remuneration Committee (on behalf of the Company) agree to capitalise the Company’s reserves and apply the same at the time of allotment of the Ordinary Shares in paying up the difference between the Exercise Price and the nominal value of the Ordinary Shares, the Exercise Price in relation to any right to subscribe for Ordinary Shares shall not be reduced below the nominal value of an Ordinary Share; and
(iii) the number of Option Shares as so adjusted is rounded down to the nearest whole number and the Exercise Price is rounded up to the nearest whole xxxxx.
11.2 The Remuneration Committee shall notify the Option Holder of any adjustment made pursuant to this Clause 11.
VARIATION OF SHARE CAPITAL. In the event of any capitalisation or rights issue or any consolidation, sub-division or reduction or other variation of the share capital by the Company, or if any of the shares in the Company are to be converted to shares of another class pursuant to the provisions of the Articles (including, but not limited to, a conversion of D1 Ordinary Shares into A Ordinary Shares and/or Deferred Shares (as defined in the Articles) immediately prior to a Listing), the limit on the number of Shares available under the Option, the number, class and nominal amount of Shares subject to the Option (the definition of “Shares” being adjusted accordingly) and the Exercise Price for each of those Shares may, at the discretion of the Company, be adjusted in such manner as the Board considers reasonable PROVIDED THAT:-
VARIATION OF SHARE CAPITAL. 6.1 In the event of any capitalisation or rights issue or any consolidation, sub-division or reduction or other variation of the share capital by the Company, or if any of the shares in the Company are to be converted to shares of another class pursuant to the provisions of the Articles (including, but not limited to, a conversion of ordinary “D1” shares into “A” ordinary shares and/or Deferred Shares immediately prior to a Listing), the limit on the number of Shares available under the Option, the number, class and nominal amount of Shares subject to the Option (the definition of “Shares” being adjusted accordingly) and the Exercise Price for each of those Shares may, at the discretion of the Company, be adjusted in such manner as the Board considers reasonable PROVIDED THAT:-
6.1.1 the aggregate amount payable on the exercise of an Option in full is not increased (subject to clause 6.1.2); and
6.1.2 the Exercise Price for a Share is not reduced below its nominal value. Table of Contents
VARIATION OF SHARE CAPITAL. In the event of any capitalisation or rights issue or any consolidation, sub-division or reduction or other variation of the share capital by the Company, or if any of the shares in the Company are to be converted to shares of another class pursuant to the provisions of the Articles (including, but not limited to, a conversion of ordinary “D1” shares into “A” ordinary shares and/or Deferred Shares immediately prior to a Listing), the limit on the number of Shares available under the Option, the number, class and nominal amount of Shares subject to the Option (the definition of “Shares” being adjusted accordingly) and the Exercise Price for each of those Shares may, at the discretion of the Company, be adjusted in such manner as the Board considers reasonable PROVIDED THAT:-
VARIATION OF SHARE CAPITAL. In the event of any issue of ordinary shares in the capital of the Company by way of capitalisation of profits or reserves or rights issue, open offer or by way of any consolidation or sub-division or reduction of capital then the number of Option Shares remaining outstanding under the Option and/or the Option Price in respect thereof may be adjusted by the Committee in such manner and with effect from such date as the Committee may determine to be appropriate.
VARIATION OF SHARE CAPITAL. If there is any variation of the Company’s share capital (including by way of capitalisation issue, rights issue, subdivision, consolidation or reduction) the Exercise Price and the number of Shares subject to the Option may be adjusted in such manner as the majority of the shareholders of the Company consider to be fair and reasonable provided that the total amount payable on the exercise of the Option shall not be increased and, if Shares are to be issued on the exercise of the Option, the Exercise Price per Share is not reduced below its nominal value. The Company shall give notice of any such adjustment to the Optionholder.
VARIATION OF SHARE CAPITAL. 5.1 In the event of any capitalisation or rights issue or any consolidation, sub-division or reduction or other variation of the share capital by the Company, or if any of the shares in the Company are to be converted to shares of another class pursuant to the provisions of the Articles, the limit on the number of Shares available under the Option, the number, class and nominal amount of Shares subject to the Option (the definition of “Shares” being adjusted accordingly) and the Exercise Price for each of those Shares may, at the discretion of the Company, be adjusted in such manner as the Board considers reasonable PROVIDED THAT:-
