Common use of Certain Other Transactions Clause in Contracts

Certain Other Transactions. In the event of (i) a dissolution or liquidation of Luxfer, (ii) a sale of all or substantially all of the Luxfer’s assets (on a consolidated basis), (iii) a merger, consolidation or similar transaction involving Luxfer in which Luxfer is not the surviving corporation or (iv) a merger, consolidation or similar transaction involving Luxfer in which Luxfer is the surviving corporation but the holders of Shares receive securities of another corporation and/or other property, including cash, the Committee shall, in its sole discretion, have the power to: (i) cancel, effective immediately prior to the occurrence of such event, the Option (whether or not then vested or exercisable), and, in full consideration of such cancellation, pay to the Participant for each ADS subject to the Option an amount in cash equal to the excess of (A) the value, as determined by the Committee in its reasonable discretion, of the property (including cash) received by the holder of an ADS as a result of such event over (B) the Exercise Price; or (ii) provide for the exchange of the Option (whether or not then vested or exercisable) for an award with respect to, as appropriate, some or all of the property which a holder of the number of ADSs subject to the Option would have received in such transaction and, incident thereto, make an equitable adjustment as determined by the Committee in its reasonable discretion to the Exercise Price, or the number of ADSs subject to the Option or, if appropriate, provide for a cash payment to the Participant in partial consideration for the exchange of the Option.