Common use of Cash Merger Clause in Contracts

Cash Merger. (i) If, prior to the Purchase Contract Settlement Date, (i) the Company merges with or into another entity, (ii) the Common Stock is converted, exchanged, reclassified or cancelled in such merger, and (iii) at least 30% of the consideration received by the Company's shareholders for its Common Stock in such merger consists of cash or cash equivalents (a "Cash Merger"), then each Holder of Securities shall have the right to settle the Purchase Contract at the Settlement Rate in effect immediately before the Cash Merger (a "Cash Merger Early Settlement"). The right to Cash Merger Early Settlement is subject to there being in effect, if so required under Federal securities laws, a registration statement covering the securities to be delivered in respect of the Purchase Contracts being settled (it being understood that, if so required under Federal securities laws, the Company shall use commercially reasonable efforts to (1) cause such a registration statement to become effective and (2) provide a prospectus in connection therewith, in each case, in a form appropriate for Early Settlements). Upon Cash Merger Early Settlement, (i) the holder's rights to receive Deferred Contract Adjustment Payments, if any, on the Purchase Contracts being settled will be forfeited, (ii) the holder's right to receive additional Contract Adjustment Payments in respect of such Purchase Contracts will terminate and (iii) no adjustment will be made to or for the holder on account of Deferred Contract Adjustment Payments, or any amount accrued in respect of Contract Adjustment Payments. The Company shall provide each of the Holders with a notice of the consummation of the Cash Merger within five Business Days after the consummation thereof. Such notice will specify, among other things, the "Cash Merger Early Settlement Date," which shall be 10 Business Days after the date of such notice, and the amount of the cash, securities and other consideration receivable by each Holder upon a Cash Merger Early Settlement. (ii) To exercise a Cash Merger Early Settlement, a Holder shall deliver, present and surrender the Certificates evidencing such Securities as shall be settled at the offices of the Agent, accompanied by payment to the Company in immediately available funds of an amount equal to (1) $25 multiplied by (2) the number of Purchase Contracts being settled, plus (3) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts; provided that no payment is required if the Company has elected to defer the Contract Adjustment Payments which would otherwise be payable on the Payment Date, no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Cash Merger Early Settlement Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Cash Merger Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Cash Merger Early Settlement. (iii) Upon a Cash Merger Early Settlement, the Company will deliver, or cause to be delivered, to Holders duly exercising a Cash Merger Early Settlement on the Cash Merger Early Settlement Date the kind and amount of securities, cash or other property that such Holders would have been entitled to receive if they had settled the Purchase Contracts immediately before the Cash Merger at the Settlement Rate in effect at such time. (iv) No later than the third Business Day after the applicable Cash Merger Early Settlement Date the Company shall cause (i) the shares of Common Stock issuable upon Cash Merger Early Settlement of Purchase Contracts to be issued and delivered, and (ii) the related Debt Securities or the Applicable Ownership Interest in the appropriate Treasury Portfolio, in the case of Income PRIDES, or the related Treasury Securities, in the case of Growth PRIDES, to be released from the Pledge by the Collateral Agent and transferred, in each case to the Agent for delivery to the Holder thereof or its designee. (v) In the event that Cash Merger Early Settlement is effected with respect to Purchase Contracts underlying less than all the Securities evidenced by a Certificate, upon such Cash Merger Early Settlement the Company shall execute and the Agent shall authenticate, countersign and deliver to the Holder thereof, at the expense of the Company, a Certificate evidencing the Securities as to which Early Settlement was not effected.

Cash Merger. (i) If, prior to the Purchase Contract Settlement Date, (i) the Company merges with or into another entity, (ii) the Common Stock is converted, exchanged, reclassified or cancelled in such merger, and (iii) at least 30% of the consideration received by the Company's shareholders for its Common Stock in such merger consists of cash or cash equivalents (a "Cash Merger"), then each Holder of Securities shall have the right to settle the Purchase Contract at the Settlement Rate in effect immediately before the Cash Merger (a "Cash Merger Early Settlement"). The right to Cash Merger Early Settlement is subject to there being in effect, if so required under Federal securities laws, a registration statement covering the securities to be delivered in respect of the Purchase Contracts being settled (it being understood that, if so required under Federal securities laws, the Company shall use commercially reasonable efforts to (1) cause such a registration statement to become effective and (2) provide a prospectus in connection therewith, in each case, in a form appropriate for Early Settlements). Upon Cash Merger Early Settlement, (i) the holderHolder's rights to receive Deferred Contract Adjustment Payments, if any, on the Purchase Contracts being settled will be forfeited, (ii) the holderHolder's right to receive additional Contract Adjustment Payments in respect of such Purchase Contracts will terminate and (iii) no adjustment will be made to or for the holder Holder on account of Deferred Contract Adjustment Payments, or any amount accrued in respect of Contract Adjustment Payments. The Company shall provide each of the Holders with a notice of the consummation of the Cash Merger within five Business Days after the consummation thereof. Such notice will specify, among other things, the "Cash Merger Early Settlement Date," which shall be 10 Business Days after the date of such notice, and the amount of the cash, securities and other consideration receivable by each Holder upon a Cash Merger Early Settlement. (ii) To exercise a Cash Merger Early Settlement, a Holder shall deliver, present and surrender the Certificates evidencing such Securities as shall be settled at the offices of the Agent, accompanied by payment to the Company in immediately available funds of an amount (the "Cash Merger Early Settlement Amount") equal to (1) $25 multiplied by (2) the number of Purchase Contracts being settled, plus (3) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts; provided that no payment is required if the Company has elected to defer the Contract Adjustment Payments which would otherwise be payable on the Payment Date, no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Cash Merger Early Settlement Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Cash Merger Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Cash Merger Early Settlement. (iii) Upon a Cash Merger Early Settlement, the Company will deliver, or cause to be delivered, to Holders duly exercising a Cash Merger Early Settlement on the Cash Merger Early Settlement Date the kind and amount of securities, cash or other property that such Holders would have been entitled to receive if they had settled the Purchase Contracts immediately before the Cash Merger at the Settlement Rate in effect at such time. (iv) No later than the third Business Day after the applicable Cash Merger Early Settlement Date the Company shall cause (i) the shares of Common Stock issuable upon Cash Merger Early Settlement of Purchase Contracts to be issued and delivered, and (ii) the related Debt Securities or the Applicable Ownership Interest in the appropriate Treasury PortfolioPortfolio and cash, if applicable pursuant to the provisions of Section 5.9(b)(vi), in the case of Income PRIDES, or the related Treasury Securities, in the case of Growth PRIDES, to be released from the Pledge by the Collateral Agent and transferred, in each case to the Agent for delivery to the Holder thereof or its designee. (v) In the event that Cash Merger Early Settlement is effected with respect to Purchase Contracts underlying less than all the Securities evidenced by a Certificate, upon such Cash Merger Early Settlement the Company shall execute and the Agent shall authenticate, countersign and deliver to the Holder thereof, at the expense of the Company, a Certificate evidencing the Securities as to which Early Settlement was not effected. (vi) In connection with a Cash Merger Early Settlement Date occurring on or after a Reset Date which is not also a Payment Date but prior to the close of business on the Record Date relating to the Payment Date next succeeding the Reset Date, the Holder shall be entitled to receive from the Collateral Agent, no later than the third Business Day after the applicable Cash Merger Early Settlement Date, cash in an amount equal to the interest accrued on the Debt Securities comprising a component of the Income PRIDES subject to such Cash Merger Early Settlement.

Cash Merger. (i) If, prior to the Purchase Contract Settlement Date, (i) the Company merges with or into another entity, (ii) the Common Stock is converted, exchanged, reclassified or cancelled in such merger, and (iii) at least 30% of the consideration received by the Company's shareholders for its Common Stock in such merger consists of cash or cash equivalents (a "Cash Merger"), then each Holder of Securities shall have the right to settle the Purchase Contract at the Settlement Rate in effect immediately before the Cash Merger (a "Cash Merger Early Settlement"). The right to Cash Merger Early Settlement is subject to there being in effect, if so required under Federal securities laws, a registration statement covering the securities to be delivered in respect of the Purchase Contracts being settled (it being understood that, if so required under Federal securities laws, the Company shall use commercially reasonable efforts to (1) cause such a registration statement to become effective and (2) provide a prospectus in connection therewith, in each case, in a form appropriate for Early Settlements). Upon Cash Merger Early Settlement, (i) the holderHolder's rights to receive Deferred Contract Adjustment Payments, if any, on the Purchase Contracts being settled will be forfeited, (ii) the holderHolder's right to receive additional Contract Adjustment Payments in respect of such Purchase Contracts will terminate and (iii) no adjustment will be made to or for the holder Holder on account of Deferred Contract Adjustment Payments, or any amount accrued in respect of Contract Adjustment Payments. The Company shall provide each of the Holders with a notice of the consummation of the Cash Merger within five Business Days after the consummation thereof. Such notice will specify, among other things, the "Cash Merger Early Settlement Date," which shall be 10 Business Days after the date of such notice, and the amount of the cash, securities and other consideration receivable by each Holder upon a Cash Merger Early Settlement. (ii) To exercise a Cash Merger Early Settlement, a Holder shall deliver, present and surrender the Certificates evidencing such Securities as shall be settled at the offices of the Agent, accompanied by payment to the Company in immediately available funds of an amount (the "Cash Merger Early Settlement Amount") equal to (1) $25 multiplied by (2) the number of Purchase Contracts being settled, plus (3) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts; provided that no payment is required if the Company has elected to defer the Contract Adjustment Payments which would otherwise be payable on the Payment Date, no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Cash Merger Early Settlement Date. Except as provided in the immediately preceding sentence clause (vi) of this Section 5.9(b) and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Cash Merger Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Cash Merger Early Settlement. (iii) Upon a Cash Merger Early Settlement, the Company will deliver, or cause to be delivered, to Holders duly exercising a Cash Merger Early Settlement on the Cash Merger Early Settlement Date the kind and amount of securities, cash or other property that such Holders would have been entitled to receive if they had settled the Purchase Contracts immediately before the Cash Merger at the Settlement Rate in effect at such time. (iv) No later than the third Business Day after the applicable Cash Merger Early Settlement Date the Company shall cause (i) the shares of Common Stock issuable upon Cash Merger Early Settlement of Purchase Contracts to be issued and delivered, and (ii) the related Debt Securities or the Applicable Ownership Interest in the appropriate Treasury PortfolioPortfolio and cash, if applicable pursuant to the provisions of Section 5.9(b)(vi), in the case of Income PRIDES, or the related Treasury Securities, in the case of Growth PRIDES, to be released from the Pledge by the Collateral Agent and transferred, in each case to the Agent for delivery to the Holder thereof or its designee. (v) In the event that Cash Merger Early Settlement is effected with respect to Purchase Contracts underlying less than all the Securities evidenced by a Certificate, upon such Cash Merger Early Settlement the Company shall execute and the Agent shall authenticate, countersign and deliver to the Holder thereof, at the expense of the Company, a Certificate evidencing the Securities as to which Early Settlement was not effected. (vi) In connection with a Cash Merger Early Settlement Date occurring on or after a Reset Date which is not also a Payment Date but prior to the close of business on the Record Date relating to the Payment Date next succeeding the Reset Date, the Holder shall be entitled to receive from the Collateral Agent, no later than the third Business Day after the applicable Cash Merger Early Settlement Date, cash in an amount equal to the interest accrued on the Debt Securities comprising a component of the Income PRIDES subject to such Cash Merger Early Settlement during the period commencing on the Interest Payment Date preceding the Reset Date to but excluding the Reset Date.