Common use of VARIATION OF SHARE CAPITAL Clause in Contracts

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. 11.1 If the Ordinary Share Capital is varied by way of a sub-division capitalisation or rights issue, subdivision, consolidation or reduction or there is declared an extraordinary dividend or there occurs any other event which might affect the value of the Option, the Remuneration Committee shall (in its discretion) adjust:adjust:- (a) 11.1.1 the number of Option Shares; and/or (b) 11.1.2 the Exercise Price; and/or (c) 11.1.3 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: (ia) unless required by Section 409A of the Code, 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; (iib) 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; (iiic) 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; and (d) an adjustment pursuant to this Clause 11.1 shall only be made if permitted by, and only so as to comply with, Section 409A of the Code. 11.2 The Remuneration Committee shall notify the Option Holder of any adjustment made pursuant to this Clause 11.