exercise or vesting and settlement shall, at the election of the Eligible 102 Participant, either (i) be issued or delivered, as applicable, in the name of the Trustee, or (ii) be transferred to the Eligible 102 Participant directly, provided that the Eligible 102 Participant first complies with all applicable provisions of the Plan, this Appendix and Section 102, and the Eligible 102 Participant pays all taxes which apply on the Common Shares or to such transfer of Common Shares.
4.7 To avoid doubt, in the event that an Award granted to Eligible 102 Participants pursuant to the Plan and this Appendix, is settled for cash (including, but not limited to, Restricted Share Units which may be settled in cash, as stipulated in Section 6(c)(v) of the Plan), such Award most likely will not be qualified as a 102 Trustee Grant. It is also clarified that various amendments to the Plan or to the terms of an Award that has already been granted, as well as the performance of some of the procedures stipulated in the Plan or the resolution of the Administrator to condition an Award with various terms and conditions may be subject to obtaining the prior-approval (ruling) of the ITA as a condition to having the 102 Capital Gains Track Grants continue to be subject to the 102 Capital Gains Track, including, without limitation, any process of (i) repricing (including as stipulated in Section 6(a)(v) of the Plan or any equivalent thereof), (ii) acceleration of vesting that has not been originally stipulated in the Award Agreement, (iii) cashless exercise (including as stipulated in Section 6(a)(vi)(A) of the Plan or any equivalent thereof), (iv) adjustments to the Exercise Price (including as stipulated in Section 8 of the Plan), whether pursuant to a distribution of dividend or changes in the Companys capital structure, and (v) any performance-based vesting (including any vesting that relies on Performance Goals, restrictions based upon the achievement of specific performance goals as stipulated in Section 6(c)(ii) or the Plan or any equivalent thereof).
Notwithstanding anything to the contrary in the Plan or this Appendix, it is hereby clarified that no put or call option provisions are deemed included in the Plan or this Appendix with respect to Awards which are intended to qualify as 102 Trustee Grants without first obtaining the prior approval from the ITA.
4.8 Upon receipt of a 102 Trustee Grant, the Eligible 102 Participant will sign an undertaking to release the Trustee, the Company and the Affiliated Companies from any liability in respect of any action or decision duly taken and bona fide executed in relation with this Appendix, or any 102 Trustee Grant Common Share granted to the Eligible 102 Participant thereunder.
Awards shall be exercised by the Eligible 102 Participant by giving written notice to the Company and/or to any third party designated by the Company (the Representative), in such form and method as may be determined by the Company (and subject to the terms stipulated in the Plan and/or in such form) and, when applicable, by the Trustee, in accordance with the requirements of Section 102, which exercise shall be effective except if otherwise set forth in the said form of notice - upon receipt of such notice by the Company and/or the Representative and the payment of the exercise price (if any) for the number of Common Shares with respect to which the Award is being exercised, at the Companys or the Representatives principal office. The notice shall specify the number of Common Shares with respect to which the Award is being exercised. Awards that are not required to be exercised, but rather become payable in accordance with the terms and conditions of the Award shall be settled in cash (without, for the removal of a doubt, derogating from the provisions of Sections 4.7 and 7 hereof), Common Shares, Restricted Shares, or a combination thereof, as determined by the Company.
As long as an Award or Common Shares are held by the Trustee on behalf of the Eligible 102 Participant, none of the rights of the Eligible 102 Participant over the Award or the Common Shares nor any rights attributed thereto or derived therefrom may be (i) sold, assigned, pledged, given as collateral or mortgaged or otherwise transferred, other than by will or by operation of law, (ii) subject