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SEC filings
20-F
BIOLINERX LTD. filed this Form 20-F on 03/10/2016
Entire Document
 
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16.3.
The Company may notify all holders of vested but unexercised Awards, at least 10 (ten) business days before the estimated day of closing of a Transaction or of Dissolution (as shall be determined by the Committee) of such expected event, and such holders shall be required to advise the Company within 7 (seven) days of such notice, whether they wish to exercise their vested Awards, in accordance with the procedures set forth in this Plan (regardless of whether or not actual closing of the Transaction or the Dissolution occurs after more than such 7-day period). Such exercise may be contingent on actual closing of the Transaction or actual occurrence of the Dissolution. Upon the expiration of such 7-day period, no exercise of the Awards shall be allowed unless specifically authorized by the Committee. With respect to a Transaction, the provisions of this Section 16.3 shall not apply in the event of an assumption or substitution under Section 16.2, including in the event the Awards are substituted for cash consideration.
 
 
16.4.
If the Board determines in good faith that, in the context of a Transaction, certain Securities have no monetary value and thus do not entitle the holders of such Securities to any consideration under the terms of the Transaction, the Board may determine that such Securities shall terminate effective as of the effective date of the Transaction. Without limiting the generality of the foregoing, the Board may provide for the termination of any Award, effective as of the effective date of the Transaction, that has an exercise price that is greater than the per share Fair Market Value at the time of such Transaction, without any consideration to the holder thereof.
 
 
16.5.
It is the intention that the Committee’s authority to make determinations, adjustments and clarifications in connection with the treatment of Securities shall be interpreted as widely as possible, to allow the Committee maximal power and flexibility to interpret and implement the provisions of the Plan in the event of  a Transaction or Dissolution, provided that the Committee shall determine in good faith that a Grantee’s rights are not thereby adversely affected without the Grantee’s express written consent.  Without derogating from the generality of the foregoing, the Committee shall have the authority, at its sole discretion, to determine that the treatment of Securities, whether vested or unvested, in a Transaction or Dissolution may differ among individual Grantees or groups of Grantees, provided that the overall economic impact of the different approaches determined by the Committee shall be substantively equivalent as of the date of the closing of the Transaction or determination of Dissolution.
 
 
16.6.
Rights Issue. In the event that the Company offers all the shareholders of the Company securities of the Company by way of a rights issue, the exercise price of the Awards shall not be adjusted, however, the number of Shares resulting from the exercise of the Awards which have yet to be exercised on the date determining the right to acquire the aforesaid securities  shall be adjusted to the benefit component of the rights issue as such is expressed by the ratio between the closing price of the Company’s shares on the TASE on the last trading day prior to the X Date to the share’s base price prior to the grant of such rights (“X-rights”).
 
 
16.7.
Distribution of Dividends. In the event of distribution of dividends, in cash of in kind, to all shareholders of the Company (including by way of court approved distribution pursuant to Section 303 of the Companies Law, or other applicable law), the exercise price of outstanding Awards not yet exercised on the date determining the right to receive such dividend shall be adjusted and reduced by the gross dividend amount distributed by the Company per share (or its value in the event of dividend in kind). Other than the adjustments in the exercise price detailed herein, the distribution of dividend by the Company, in cash of in kind, will not affect the number of Shares covered by each outstanding Award and/or will not require the Company to make any other adjustments with respect to Awards and or the Shares covered by each Award.