Early Settlement Upon Merger. (a) In the event of a merger or consolidation of the Company of the type described in clause (1) of Section 5.6(b) in which the Common Stock outstanding immediately prior to such merger or consolidation is exchanged for consideration consisting of at least 30% cash or cash equivalents (any such event a "Cash Merger"), then the Company (or the successor to the Company hereunder) shall be required to offer the Holder of each Unit the right to settle the Purchase Contract underlying such Unit prior to the Stock Purchase Date ("Merger Early Settlement") as provided herein. On or before the fifth Business Day after the consummation of a Cash Merger, the Company or, at the request and expense of the Company, the Agent, shall give all Holders notice of the occurrence of the Cash Merger and of the right of Merger Early Settlement arising as a result thereof. The Company shall also deliver a copy of such notice to the Agent and the Collateral Agent. Each such notice shall contain:
(i) the date, which shall be not less than 20 nor more than 30 calendar days after the date of such notice, on which the Merger Early Settlement will be effected (the "Merger Early Settlement Date");
(ii) the date, which shall be on or one Business Day prior to the Merger Early Settlement Date, by which the Merger Early Settlement right must be exercised;
(iii) the Settlement Rate in effect as a result of such Cash Merger and the kind and amount of securities, cash and other property receivable by the Holder upon settlement of each Purchase Contract pursuant to Section 5.6(b);
(iv) a statement to the effect that all or a portion of the Purchase Price payable by the Holder to settle the Purchase Contract will be offset against the amount of cash so receivable upon exercise of Merger Early Settlement, as applicable; and
(v) the instructions a Holder must follow to exercise the Merger Early Settlement right.
(b) To exercise a Merger Early Settlement right, a Holder shall deliver to the Agent at the Corporate Trust Office on or before 5:00 p.m., New York City time on the date specified in the notice the Certificate(s) evidencing the Units with respect to which the Merger Early Settlement right is being exercised duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment payable to the Company in immediately available funds in an amount equal to the Early Settlement Amount less the amount of c...
Early Settlement Upon Merger. 56 SECTION 5.11 Charges and Taxes........................................... 58 SECTION 5.12
Early Settlement Upon Merger. 50 Section 5.11.
Early Settlement Upon Merger. In the event of a merger or consolidation of the Company of the type described in clause (i) of Section 506(b) in which the Shares outstanding immediately prior to such merger or consolidation are exchanged for consideration consisting of at least 30% cash or cash equivalents (any such event a "Cash Merger"), then the Company (or the successor to the Company hereunder) shall be required to offer the Holder of each Unit the right to settle the Purchase Contract underlying such Unit prior to the Share Purchase Date ("Merger Early Settlement") as provided herein. On or before the fifth Business Day after the consummation of a Cash Merger the Company or, at the request and expense of the Company, the Purchase Contract Agent shall give all Holders notice, in the manner provided in Section 105, of the occurrence of the Cash Merger and of the right of Merger Early Settlement arising as a result thereof. The Company shall also deliver a copy of such notice to the Purchase Contract Agent and the Collateral Agent.] [Each such notice shall contain:
Early Settlement Upon Merger. 51 Section 5.9 Accelerated Remarketing and Settlement................................................53 Section 5.10 Charges and Taxes.....................................................................56 Section 5.11 No Fractional Shares..................................................................56 Section 5.12 Tax Treatment.........................................................................56
Early Settlement Upon Merger. (a) In the event of a merger or consolidation of the Company of the type described in Section 5.5(b) in which the Common Stock outstanding immediately prior to such merger or consolidation is exchanged for consideration consisting of at least 30% cash or cash equivalents (any such event a "Cash Merger"), then the Company (or the successor to the Company hereunder) shall be required to offer the Holder of each Income PRIDES the right to settle the Purchase Contract underlying such Income PRIDES prior to the Purchase Contract Settlement Date ("Merger Early Settlement") as provided herein. On or before the fifth Business Day after the consummation of a Cash Merger the Company or, at the written request and expense of the Company, the Agent shall give all Holders notice, in the manner provided in Section 1.6, of the occurrence of the Cash Merger and of the right of Merger Early Settlement arising as a result
Early Settlement Upon Merger. 61 SECTION 5.11
Early Settlement Upon Merger. 52 SECTION 5.9 Charges and Taxes..................................................... 55 SECTION 5.10 No Fractional Shares................................................. 55 ARTICLE VI REMEDIES.................................................................. 55 SECTION 6.1 Unconditional Right of Holders to Purchase Common Stock............... 55 SECTION 6.2 Restoration of Rights and Remedies.................................... 56
Early Settlement Upon Merger. In the event of a merger or consolidation of the Company which qualifies as a Cash Merger as described in Section 5.5(b), the provisions of Section 5.5(b) shall apply.
Early Settlement Upon Merger. 47 SECTION 5.11 Charges and Taxes..............................................49 SECTION 5.12 No Fractional Shares...........................................49 ARTICLE VI. Remedies SECTION 6.1 Unconditional Right of Holders to Purchase Common Stock........49 SECTION 6.2 Restoration of Rights and Remedies.............................50 SECTION 6.3 Rights and Remedies Cumulative.................................50 SECTION 6.4 Delay or Omission Not Waiver...................................50 SECTION 6.5 Undertaking For Costs..........................................50 SECTION 6.6 Waiver of Stay or Extension Laws...............................50 ARTICLE VII. The Agent
