Adjustment of the Option. 11.1. If there is (a) a variation of the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital; (b) a demerger (in whatever form); (c) a special dividend or distribution; or (d) any other transaction which will, in the opinion of the Committee, materially affect the value of Shares, the Committee may adjust in such manner as it considers appropriate: (i) the number or class of Shares or securities subject to the Option; and/or (ii) the Exercise Price. 11.2. On any adjustment pursuant to clause 11.1, the Exercise Price shall not be reduced below the nominal value of a Share unless the Board is authorised to resolve and does resolve to capitalise from reserves an amount equal to the amount by which the total nominal value of the relevant Shares exceeds the total adjusted Exercise Price, and to apply such amount to pay up the relevant Shares in full.
Appears in 2 contracts
Sources: Option Agreement (Klarna Group PLC), Option Agreement (Klarna Group PLC)