Potential Adjustment Events Clausole campione
Potential Adjustment Events. In respect of any Fund (as defined in the relevant Terms) or any Replacement Fund (as applicable), the Calculation Agent shall determine whether or not at any time a Potential Adjustment Event (as defined below) has occurred in respect of the Fund or any Replacement Fund (as applicable) and, where it determines that such an event has occurred, the Calculation Agent will determine whether such Potential Adjustment Event has a diluting or concentrative effect on the theoretical value of the Fund or any Replacement Fund (as applicable) and, if so, will make the corresponding adjustment as it reasonably determines to be appropriate, if any, to any amount that is payable in respect of the Securities and/or any other adjustment and, in any case, any other variable relevant to the payment terms of the Securities as the Calculation Agent reasonably determines to be appropriate to account for that diluting or concentrative effect and will determine the effective date(s) of such adjustment(s). Upon making any such adjustment(s) set out in this Condition 28, the Calculation Agent shall give notice as soon as reasonably practicable to the Holders of the relevant Securities, giving details of the Potential Adjustment Event concerning the Fund or Replacement Fund (as applicable), whether the Potential Adjustment Event has had a diluting or concentrative effect on the theoretical value of the Fund or Replacement Fund (as applicable) and what corresponding adjustments (if any) the Calculation Agent has made concerning any amount that is payable in respect of the Securities, any variable relevant to the payment terms of the Securities and/or any other relevant terms of the Securities. For the purposes hereof:
Potential Adjustment Events. Potential Adjustment Event" means any of the following:
(a) a subdivision, consolidation or reclassification of relevant Shares (unless resulting in a Merger Event) or a free distribution or dividend of any such Shares to existing holders by way of bonus, capitalisation or similar issue;
(b) a distribution, issue or dividend to existing holders of the relevant Shares of (i) such Shares or (ii) other share capital or securities granting the right to payment of dividends and/or the proceeds of liquidation of the Basket Company or Share Company, as the case may be, equally or proportionately with such payments to holders of such Shares or (iii) share capital or other securities of another issuer acquired or owned (directly or indirectly) by the Basket Company or Share Company, as the case may be, as a result of a spin-off or other similar transaction or (iv) any other type of securities, rights or warrants or other assets, in any case for payment (in cash or in other consideration) at less than the prevailing market price as determined by the Calculation Agent;
(c) an extraordinary dividend as determined by the Calculation Agent;
(d) a call by a Basket Company or Share Company, as the case may be, in respect of relevant Shares that are not fully paid;
(e) a repurchase by the Basket Company or its subsidiaries or Share Company or its subsidiaries, as the case may be, of relevant Shares whether out of profits or capital and whether the consideration for such repurchase is cash, securities or otherwise;
(f) in respect of a Basket Company or Share Company, as the case may be, an event that results in any shareholder rights being distributed or becoming separated from shares of common stock or other shares of the capital stock of such Basket Company or Share Company, as the case may be, pursuant to a shareholder rights plan or arrangement directed against hostile takeovers that provides upon the occurrence of certain events for a distribution of preferred stock, warrants, debt instruments or stock rights at a price below their market value as determined by the Calculation Agent, provided that any adjustment effected as a result of such an event shall be readjusted upon any redemption of such rights; or
(g) any other event that may have, in the opinion of the Calculation Agent, a diluting or concentrative effect on the theoretical value of the relevant Shares.
Potential Adjustment Events. Potential Adjustment Event" means any of the following:
(a) a subdivision, consolidation or reclassification of relevant Shares (unless resulting in a Merger Event) or a free distribution or dividend of any such Shares to existing holders by way of bonus, capitalisation or similar issue;
(b) a distribution, issue or dividend to existing holders of the relevant Shares of (i) such Shares or