Common use of ADJUSTMENTS Clause in Contracts

ADJUSTMENTS. 24.1.1 Method of Adjustment" means a method for determining the appropriate adjustment to make to the terms of Securities on a single Share or Securities on a Basket of Shares upon the occurrence of an event having, in the determination of the Calculation Agent, a diluting or concentrative effect on the theoretical value of the relevant Shares. 24.1.2 If "Options Exchange Adjustment" is specified as the Method of Adjustment in the relevant Terms, then following each adjustment to the settlement terms of options on any relevant Shares traded on any Options Exchange, the Calculation Agent will make the corresponding adjustments, if any, to any one or more of: (a) in respect of Securities on a single Share, the Strike Price, the Multiplier and the number of Reference Assets; (b) in respect of Securities on a Basket of Shares, the Strike Price, the Multiplier and the number of Reference Assets and the number of such Shares comprised in the Basket; and, in any case, any other variable relevant to the exercise, settlement or payment terms of the Securities, which adjustment will be effective as of the date determined by the Calculation Agent in its sole and absolute discretion to be the effective date of the corresponding adjustment made by the Options Exchange. If options on the relevant Shares are not traded on the Options Exchange, the Calculation Agent will make such adjustment, if any, to any one or more of the relevant variables referred to above or any other variable relevant to the exercise, settlement or payment terms of the Securities as the Calculation Agent determines in its sole and absolute discretion appropriate, with reference to the rules of and precedents (if any) set by the Options Exchange, to account for the diluting or concentrative effect of any event that, in the determination of the Calculation Agent would have given rise to an adjustment by the Options Exchange if such options were so traded. 24.1.3 If "Calculation Agent Adjustment" is specified as the Method of Adjustment in the relevant Terms (or if no Method of Adjustment is specified in the relevant Terms), then following the declaration by the issuer of the relevant Share of the terms of any Potential Adjustment Event, the Calculation Agent may (in its sole and absolute discretion) determine whether such Potential Adjustment Event has a diluting or concentrative effect on the theoretical value of the relevant Shares and, if so, will: (a) make the corresponding adjustment(s), if any, to any one or more of: (i) in respect of Securities on a single Share, the Strike Price, the Multiplier and the number of Reference Assets; (ii) in respect of Securities on a Basket of Shares, the Strike Price, the Multiplier and the number of Reference Assets and the number of such Shares comprised in the Basket, and, in any case, any other variable relevant to the exercise, settlement or payment terms of the Securities as the Calculation Agent determines in its sole and absolute discretion appropriate to account for that diluting or concentrative effect; and (b) determine the effective date(s) of such adjustment(s). The determination of the Calculation Agent or the relevant Issuer (as the case may be) shall be binding on the Issuer, the Calculation Agent and the Holders.