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If control of the Issuer changes in whole or in part, or if the Issuer merges, demerges, is sold, publicly lists its shares, or is otherwise reorganised or transferred, the Issuer may determine that:
  1. all or part of the held Options vest and become exercisable immediately;
  2. the Options are converted into economically equivalent rights in the acquiring or continuing entity, with corresponding adjustments to the Exercise Price and the number of Options;
  3. Option Holders are given a reasonable opportunity to exercise their Options before completion of the transaction.
If replacement or conversion is not legally or practically feasible, the Issuer may cancel the Options against fair consideration. The Option Holder hereby consents in advance to such decision and to the settlement of their Options in accordance with this Article. If shareholders or depository receipt holders sell their interests to a third party, the Option Holder shall cooperate with that sale on the same terms to the extent their Options have been converted into Underlying Rights. The Option Holder has no independent right to participate in any sale or transfer of shares or depository receipts. The Option Holder may participate only to the extent their Options have already been exercised into Underlying Rights, and only in accordance with the drag-along terms on a sale or exit. The Issuer is not obliged to enable the Option Holder to participate independently in any sale or transfer. If the Issuer’s authorised or issued capital or share structure changes, for example through a share conversion, issue or cancellation of Underlying Rights or the shares to which they relate, the Issuer may reasonably adjust the Exercise Price and/or the number of Options so as to preserve the economic value of the Options. Upon liquidation or dissolution of the Issuer, all unvested Options lapse. The Issuer shall offer Option Holders a reasonable opportunity to exercise vested Options prior to the dissolution date, unless this would contravene applicable law or the interests of creditors. Unexercised Options lapse automatically as of the Issuer’s dissolution date. The Issuer shall ensure that Option Holders are not unfairly disadvantaged compared to shareholders or depository receipt holders when applying this Article. The Issuer seeks to place Option Holders in an economically comparable position in reorganisations, sales, or other special events, taking into account the nature and purpose of the rights obtained by the Option Holder under these Terms. The Issuer shall inform Option Holders in a timely manner and in writing, stating the nature of the event, the expected date, and the consequences for their Options. Such notice shall also include relevant instructions for any exercise, conversion, or settlement of Options.