Common use of Early Settlement Upon Merger Clause in Contracts

Early Settlement Upon Merger. (a) In the event of a merger or consolidation of the Company (which for purposes of this Section 5.10 includes any successor company pursuant to a Cash Merger (as defined below)) 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" and the date on which the Cash Merger takes place being referred to as a "Cash Merger Date"), then the Company (or the successor to the Company hereunder) shall be required to offer the Holder of each Outstanding PIES the right to settle the Purchase Contract relating to such PIES prior to the Purchase Contract Settlement Date (such early settlement, "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 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. (a) In the event of a merger or consolidation of the Company of the type described in clause (which for purposes 1) of this Section 5.10 includes any successor company pursuant to a Cash Merger (as defined below)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" and the date on which the Cash Merger takes place being referred to as a "Cash Merger Date"), then the Company (or the successor to the Company hereunder) shall be required to offer the Holder of each Outstanding PIES Equity Security Unit or Stripped Unit, as the case may be, will have the right to settle the Purchase Contract relating to underlying such PIES Equity Security Units or Stripped Units, as the case may be, prior to the Stock Purchase Contract Settlement Date (such early settlement, "Merger Early Settlement") as provided herein; provided, however, that, at that time, if so required under the United States federal securities laws, a registration statement is in effect and a prospectus is available covering the shares of Common Stock to be delivered in respect of the Purchase Contracts being settled. On or before the fifth Business Day after the consummation completion of a Cash Merger, the Company or, at the request and expense of the Company, the Purchase Contract 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 Purchase Contract Agent and the Collateral Agent. Each such notice shall contain:

Early Settlement Upon Merger. (a) In the event of a merger or consolidation of the Company (which for purposes of this Section 5.10 includes any successor company pursuant to a Cash Merger (as defined below)) 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" ” and the date on which the Cash Merger takes place being referred to as a "“Cash Merger Date"”), then the Company (or the successor to the Company hereunder) shall be required to offer the Holder of each Outstanding PIES Units the right to settle the Purchase Contract relating to such PIES Units prior to the Purchase Contract Settlement Date (such early settlement, "“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 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. (a) In the event of a merger or consolidation of the Company (which for purposes of this Section 5.10 includes any successor company pursuant to a Cash Merger (as defined below)) 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" and the date on which the Cash Merger takes place being referred to as a "Cash Merger Date"), then the Company (or the successor to the Company hereunder) shall be required to offer the Holder of each Outstanding PIES Units the right to settle the Purchase Contract relating to such PIES Units prior to the Purchase Contract Settlement Date (such early settlement, "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 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. (a) In the event of a merger or consolidation of the Company (which for purposes of this Section 5.10 includes any successor company pursuant to a Cash Merger (as defined below)) in which the Common Stock Ordinary Shares 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" and the date on which the Cash Merger takes place being referred to as a "Cash Merger Date"), then the Company (or the successor to the Company hereunder) shall be required to offer the Holder of each Outstanding PIES Units the right to settle the Purchase Contract relating to such PIES Units prior to the Purchase Contract Settlement Date (such early settlement, "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 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: