Certain Securities. Subject to the provisions of Section 6.1 as applicable, following the applicable Distribution Date, each of Healthcare and Electronics agree that, upon exercise of any option, warrant or similar security to purchase Tyco Common Stock or the conversion of any note or other security of Tyco convertible into Tyco Common Stock, in each case that Tyco has issued to third persons prior to the Effective Time, each applicable Party shall, upon request by Tyco, promptly (and in any event within any time periods required by the terms of any such option, warrant, note or similar security) issue to Tyco, as agent for the holder thereof, such number of shares of such Party’s common stock that Tyco would otherwise be required to deliver to such holder pursuant to the terms of any such security and Tyco shall promptly deliver such shares to such holder. It is further agreed that with respect to such options, warrants, notes or similar securities, each of Healthcare and Electronics shall keep reserved for issuance a sufficient number of shares of its Common Stock to satisfy any future exercises of such options or warrants or conversion of such notes or other securities. In connection with the foregoing, Tyco will promptly following receipt of notice that a holder desires to exercise any such options, warrants or similar security or convert such note or other security, in each case of the type described in this Section 5.4 notify, in writing, the other relevant Parties so that they may comply with the terms of this Section 5.4; provided, that none of Healthcare or Electronics shall have any additional Liability beyond the obligation to deliver shares as set forth in this Section 5.4 for failing to deliver such shares of its Common Stock in the time period described in the foregoing sentence if such failure and delay was the result of untimely notification by Tyco. Each of Healthcare and/or Electronics, as the case may be, hereby Assumes the obligations set forth in this Section 5.4.
Appears in 8 contracts
Samples: Separation and Distribution Agreement (Covidien Ltd.), Separation and Distribution Agreement (Tyco Electronics Ltd.), Separation and Distribution Agreement (Covidien Ltd.)
Certain Securities. Subject to the provisions of Section 6.1 as applicable, following the applicable Fountain Distribution Date, each of Healthcare and Electronics agree Fountain agrees that, upon exercise of any option, warrant or similar security to purchase Tyco Trident Common Stock or the conversion of any note or other security of Tyco Trident convertible into Tyco Trident Common Stock, in each case that Tyco Trident has issued to third persons prior to the Effective Time, each applicable Party Fountain shall, upon request by TycoTrident, promptly (and in any event within any time periods required by the terms of any such option, warrant, note or similar security) issue to TycoTrident, as agent for the holder thereof, such number of shares of such Party’s common stock Fountain Common Stock that Tyco Trident would otherwise be required to deliver to such holder pursuant to the terms of any such security and Tyco Trident shall promptly deliver such shares to such holder. It is further agreed that with respect to such options, warrants, notes or similar securities, each of Healthcare and Electronics Fountain shall keep reserved for issuance a sufficient number of shares of its Fountain Common Stock to satisfy any future exercises of such options or warrants or conversion of such notes or other securities. In connection with the foregoing, Tyco Trident will promptly following receipt of notice that a holder desires to exercise any such options, warrants or similar security or convert such note or other security, in each case of the type described in this Section 5.4 notify, in writing, the other relevant Parties Fountain so that they it may comply with the terms of this Section 5.4; provided, that none of Healthcare or Electronics Fountain shall not have any additional Liability beyond the obligation to deliver shares as set forth in this Section 5.4 for failing to deliver such shares of its Fountain Common Stock in the time period described in the foregoing sentence if such failure and delay was the result of untimely notification by TycoTrident. Each of Healthcare and/or Electronics, as the case may be, Fountain hereby Assumes the obligations set forth in this Section 5.4.
Appears in 6 contracts
Samples: Separation and Distribution Agreement (Tyco International LTD), Separation and Distribution Agreement (Pentair Inc), Separation and Distribution Agreement (Tyco Flow Control International Ltd.)
Certain Securities. Subject to the provisions of Section 6.1 as applicable, following the applicable ADT NA Distribution Date, each of Healthcare and Electronics agree ADT NA agrees that, upon exercise of any option, warrant or similar security to purchase Tyco Common Stock or the conversion of any note or other security of Tyco International convertible into Tyco Common Stock, in each case that Tyco International has issued to third persons prior to the Effective Time, each applicable Party ADT NA shall, upon request by TycoTyco International, promptly (and in any event within any time periods required by the terms of any such option, warrant, note or similar security) issue to TycoTyco International, as agent for the holder thereof, such number of shares of such Party’s common stock ADT NA Common Stock that Tyco International would otherwise be required to deliver to such holder pursuant to the terms of any such security and Tyco International shall promptly deliver such shares to such holder. It is further agreed that with respect to such options, warrants, notes or similar securities, each of Healthcare and Electronics ADT NA shall keep reserved for issuance a sufficient number of shares of its ADT NA Common Stock to satisfy any future exercises of such options or warrants or conversion of such notes or other securities. In connection with the foregoing, Tyco International will promptly following receipt of notice that a holder desires to exercise any such options, warrants or similar security or convert such note or other security, in each case of the type described in this Section 5.4 5.2 notify, in writing, the other relevant Parties ADT NA so that they it may comply with the terms of this Section 5.45.2; provided, that none of Healthcare or Electronics ADT NA shall not have any additional Liability beyond the obligation to deliver shares as set forth in this Section 5.4 5.2 for failing to deliver such shares of its ADT NA Common Stock in the time period described in the foregoing sentence if such failure and delay was the result of untimely notification by TycoTyco International. Each of Healthcare and/or Electronics, as the case may be, ADT NA hereby Assumes the obligations set forth in this Section 5.45.2.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (ADT, Inc.), Separation and Distribution Agreement (ADT, Inc.), Separation and Distribution Agreement (ADT Corp)
Certain Securities. Subject to the provisions of Section 6.1 as applicable, following the applicable ADT NA Distribution Date, each of Healthcare and Electronics agree ADT NA agrees that, upon exercise of any option, warrant or similar security to purchase Tyco Common Stock or the conversion of any note or other security of Tyco convertible into Tyco Common Stock, in each case that Tyco has issued to third persons prior to the Effective Time, each applicable Party ADT NA shall, upon request by Tyco, promptly (and in any event within any time periods required by the terms of any such option, warrant, note or similar security) issue to Tyco, as agent for the holder thereof, such number of shares of such Party’s common stock ADT NA Common Stock that Tyco would otherwise be required to deliver to such holder pursuant to the terms of any such security and Tyco shall promptly deliver such shares to such holder. It is further agreed that with respect to such options, warrants, notes or similar securities, each of Healthcare and Electronics ADT NA shall keep reserved for issuance a sufficient number of shares of its ADT NA Common Stock to satisfy any future exercises of such options or warrants or conversion of such notes or other securities. In connection with the foregoing, Tyco will promptly following receipt of notice that a holder desires to exercise any such options, warrants or similar security or convert such note or other security, in each case of the type described in this Section 5.4 5.2 notify, in writing, the other relevant Parties ADT NA so that they it may comply with the terms of this Section 5.45.2; provided, that none of Healthcare or Electronics ADT NA shall not have any additional Liability beyond the obligation to deliver shares as set forth in this Section 5.4 5.2 for failing to deliver such shares of its ADT NA Common Stock in the time period described in the foregoing sentence if such failure and delay was the result of untimely notification by Tyco. Each of Healthcare and/or Electronics, as the case may be, ADT NA hereby Assumes the obligations set forth in this Section 5.45.2.
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