Common use of Early Unwind Clause in Contracts

Early Unwind. In the event the sale of Convertible Debentures is not consummated with the initial purchasers for any reason, other than as a result of a breach by the initial purchasers, by the close of business in New York on May 11, 2004 (or such later date as agreed upon by the parties) (May 11, 2004 or such later date as agreed upon being the “Early Unwind Date” ), this Transaction shall automatically terminate (the “Early Unwind” ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of JPMorgan and Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Company shall purchase from JPMorgan on the Early Unwind Date all Shares purchased by JPMorgan or one or more of its affiliates in connection with hedging this Transaction and assume, or reimburse the cost of, derivatives entered into by JPMorgan or one or more of its affiliates in connection with hedging this Transaction. The purchase price paid by the Company shall be JPMorgan’s actual cost of such Shares and derivatives as JPMorgan informs Company and shall be paid in immediately available funds on the Early Unwind Date. JPMorgan and Company represent and acknowledge to the other that, subject to the proviso included in the preceding sentence, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of Convertible Debentures Notes is not consummated with the initial purchasers for any reason, other than as a result of a breach by the initial purchasers, reason by the close of business in New York on May 11January 22, 2004 2007 (or such later date as agreed upon by the parties) (May 11January 22, 2004 2007 or such later date date, if any, as agreed upon being the “Early Unwind Date” ”), this Transaction shall automatically terminate (the “Early Unwind” ”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of JPMorgan and Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Company shall purchase from JPMorgan on the Early Unwind Date all Shares purchased by JPMorgan or one or more of its affiliates and shall, notwithstanding anything to the contrary in the Equity Definitions, reimburse JPMorgan for any actual and reasonable costs or expenses (including market losses) relating to the unwinding of its hedging activities in connection with hedging this the Transaction and assume(including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reimburse the cost of, derivatives entered into reestablishing any hedge or related trading position). The amount of any such reimbursement shall be determined by JPMorgan or one or more in its sole good faith discretion. JPMorgan shall notify Company of its affiliates in connection with hedging this Transaction. The purchase price paid by the such amount and Company shall be JPMorgan’s actual cost of pay such Shares and derivatives as JPMorgan informs Company and shall be paid amount in immediately available funds on the Early Unwind Date. JPMorgan and Company represent and acknowledge to the other that, subject to the proviso included in the preceding sentencethis Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of Convertible Debentures Notes is not consummated with the initial purchasers for any reason, other than as a result of a breach by the initial purchasers, reason by the close of business in New York on May 11March 19, 2004 (or such later date as agreed upon by the parties) (May 11March 19, 2004 or such later date as agreed upon being the “Early Unwind Date” ”), this Transaction shall automatically terminate (the “Early Unwind” ”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of JPMorgan and Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Company shall purchase from JPMorgan on the Early Unwind Date all Shares purchased by JPMorgan or one or more of its affiliates in connection with hedging this Transaction and assume, or reimburse the cost of, derivatives entered into by JPMorgan or one or more of its affiliates in connection with hedging A subsidiary of J.X. Xxxxxx Cxxxx & Co. Incorporated with Limited Liability as a New York State chartered commercial bank. Registered in England branch number BR000746. Authorised by the FSA. Registered branch address 100 Xxxxxx Xxxx, Xxxxxx, XX0X 0XX. Hxxx xxxxxx 000 Xxxx Xxxxxx, Xxx Xxxx, XXX. this Transaction. The purchase Purchase price paid by the Company shall be JPMorgan’s actual cost of such Shares and derivatives as JPMorgan informs Company and shall be paid in immediately available funds on the Early Unwind Date. JPMorgan and Company represent and acknowledge to the other that, subject to the proviso included in the preceding sentence, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of Convertible Debentures Notes is not consummated with the initial purchasers for any reason, other than as a result of a breach by the initial purchasers, reason by the close of business in New York on May 11, 2004 the Premium Payment Date (or such later date as agreed upon by the parties) (May 11such date, 2004 or such any later date as agreed upon being the “Early Unwind Date” ”), this Transaction shall automatically terminate (the “Early Unwind” ”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of JPMorgan and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Company Counterparty shall purchase from JPMorgan on the Early Unwind Date all Shares shares purchased by JPMorgan or one or more of its affiliates and reimburse JPMorgan for any costs or expenses (including market losses) relating to the unwinding of its hedging activities in connection with hedging this the Transaction and assume(including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reimburse the cost of, derivatives entered into reestablishing any hedge or related trading position). The amount of any such reimbursement shall be determined by JPMorgan or one or more of in its affiliates in connection with hedging this Transactionsole good faith discretion. The purchase price paid by the Company JPMorgan shall be JPMorgan’s actual cost notify Counterparty of such Shares amount and derivatives as JPMorgan informs Company and Counterparty shall be paid pay such amount in immediately available funds on the Early Unwind Date. JPMorgan and Company Counterparty represent and acknowledge to the other that, subject to the proviso included in the preceding sentencethis Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of Convertible Debentures Notes is not consummated with the initial purchasers for any reason, other than as a result of a breach by the initial purchasers, reason by the close of business in New York on May 11June 26, 2004 2006 (or such later date as agreed upon by the parties) (May 11June 26, 2004 2006 or such later date as agreed upon being the “Early Unwind Date” ”), this Transaction shall automatically terminate (the “Early Unwind” ”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of JPMorgan and Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that that, if the sale of the Convertible Notes is not consummated with the initial purchasers by the close of business in New York on the Early Unwind Date as a result of a failure by Company to satisfy any condition to closing contained in Section 6 of the Purchase Agreement, Company shall purchase from JPMorgan on the Early Unwind Date all Shares purchased by JPMorgan or one or more of its affiliates and reimburse JPMorgan for any costs or expenses (including market losses) relating to the unwinding of its hedging activities in connection with hedging this the Transaction and assume(including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reimburse the cost of, derivatives entered into reestablishing any hedge or related trading position). The amount of any such reimbursement shall be determined by JPMorgan or one or more in its sole good faith discretion. JPMorgan shall notify Company of its affiliates in connection with hedging this Transaction. The purchase price paid by the such amount and Company shall be JPMorgan’s actual cost of pay such Shares and derivatives as JPMorgan informs Company and shall be paid amount in immediately available funds on the Early Unwind Date. JPMorgan and Company represent and acknowledge to the other that, subject to the proviso included in the preceding sentencethis paragraph, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of Convertible Debentures Notes is not consummated with the initial purchasers for any reason, other than as a result of a breach by the initial purchasers, reason by the close of business in New York on May 11September 19, 2004 2005 (or such later date as agreed upon by the parties) (May 11September 19, 2004 2005 or such later date as agreed upon being the “Early Unwind Date” ”), this Transaction shall automatically terminate (the “Early Unwind” ”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of JPMorgan and Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Company shall purchase from reimburse JPMorgan on for any costs or expenses (including market losses) relating to the Early Unwind Date all Shares purchased by JPMorgan or one or more unwinding of its affiliates hedging activities in connection with hedging this the Transaction and assume(including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reimburse the cost of, derivatives entered into reestablishing any hedge or related trading position). The amount of any such reimbursement shall be determined by JPMorgan or one or more in its sole good faith discretion. JPMorgan shall notify Company of its affiliates in connection with hedging this Transaction. The purchase price paid by such amount and the Company shall be JPMorgan’s actual cost of pay such Shares and derivatives as JPMorgan informs Company and shall be paid amount in immediately available funds on the Early Unwind Date. JPMorgan and the Company represent and acknowledge to the other that, subject to the proviso included in the preceding sentencethis Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of Convertible Debentures Notes is not consummated with the initial purchasers for any reason, other than as a result of a breach by the initial purchasers, reason by the close of business in New York on May 11August 15, 2004 2003 (or such later date as agreed upon by the parties) (May 11August 15, 2004 2003 or such later date as agreed upon being the “Early Unwind Date” "EARLY UNWIND DATE"), this Transaction shall automatically terminate (the “Early Unwind” "EARLY UNWIND"), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of JPMorgan and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Company Counterparty shall purchase from JPMorgan on the Early Unwind Date all Shares purchased by JPMorgan or one or more of its affiliates in connection with hedging this Transaction and assume, or reimburse the cost of, derivatives entered into by JPMorgan or one or more of its affiliates in connection with hedging this Transaction. The purchase Purchase price paid by the Company Counterparty shall be JPMorgan’s 's actual cost of such Shares and derivatives as JPMorgan informs Company Counterparty and shall be paid in immediately available funds on the Early Unwind Date. JPMorgan and Company Counterparty represent and acknowledge to the other that, subject to the proviso included in the preceding sentence, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of Convertible Debentures Notes is not consummated with the initial purchasers for any reason, other than as a result of a breach by the initial purchasers, reason by the close of business in New York on May 11, 2004 the Premium Payment Date (or such later date as agreed upon by the parties) (May 11, 2004 such date or such any later date as agreed upon being the “Early Unwind Date” ”), this Transaction shall automatically terminate (the “Early Unwind” ”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of JPMorgan and Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Company shall purchase from reimburse JPMorgan on for any costs or expenses (including market losses) relating to the Early Unwind Date all Shares purchased by JPMorgan or one or more unwinding of its affiliates hedging activities in connection with hedging this the Transaction and assume(including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reimburse the cost of, derivatives entered into reestablishing any hedge or related trading position). The amount of any such reimbursement shall be determined by JPMorgan or one or more in its sole good faith discretion. JPMorgan shall notify Company of its affiliates in connection with hedging this Transaction. The purchase price paid by such amount and the Company shall be JPMorgan’s actual cost of pay such Shares and derivatives as JPMorgan informs Company and shall be paid amount in immediately available funds on the Early Unwind Date. JPMorgan and the Company represent and acknowledge to the other that, subject to the proviso included in the preceding sentencethis Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of Convertible Debentures Notes is not consummated with the initial purchasers Underwriters for any reason, other than as a result of a breach by the initial purchasers, reason by the close of business in New York on May 11July 16, 2004 2007 (or such later date as agreed upon by the parties) (May 11July 16, 2004 2007 or such later date date, if any, as agreed upon being the “"Early Unwind Date” "), this Transaction shall automatically terminate (the “"Early Unwind” "), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of JPMorgan and Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Company shall purchase from JPMorgan on the Early Unwind Date all Shares purchased by JPMorgan or one or more of its affiliates and shall, notwithstanding anything to the contrary in the Equity Definitions, reimburse JPMorgan for reasonable costs or expenses (including market losses) relating to the unwinding of its hedging activities in connection with hedging this the Transaction and assume(including reasonable losses or costs incurred as a result of its terminating, liquidating, obtaining or reimburse the cost of, derivatives entered into reestablishing any hedge or related trading position). The amount of any such reimbursement shall be determined by JPMorgan or one or more of in good faith using its affiliates in connection with hedging this Transaction. The purchase price paid by the Company shall be JPMorgan’s actual cost of such Shares and derivatives as JPMorgan informs Company commercially reasonable discretion and shall be paid supported by written evidence of the same. JPMorgan shall notify Company of such amount, shall provide written evidence of the same and Company shall pay such amount in immediately available funds on the Early Unwind Date. JPMorgan and Company represent and acknowledge to the other that, subject to the proviso included in the preceding sentencethis Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of Convertible Debentures Notes is not consummated with the initial purchasers Underwriters for any reason, other than as a result of a breach by the initial purchasers, reason by the close of business in New York on May 11July 16, 2004 2007 (or such later date as agreed upon by the parties) (May 11July 16, 2004 2007 or such later date as agreed upon being the “"Early Unwind Date” "), this Transaction shall automatically terminate (the “"Early Unwind” "), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of JPMorgan and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Company Counterparty shall purchase from JPMorgan on the Early Unwind Date all Shares purchased by JPMorgan or one or more of its affiliates and reimburse JPMorgan for reasonable costs or expenses (including market losses) relating to the unwinding of its hedging activities in connection with hedging this the Transaction and assume(including reasonable losses or costs incurred as a result of its terminating, liquidating, obtaining or reimburse the cost of, derivatives entered into reestablishing any hedge or related trading position). The amount of any such reimbursement shall be determined by JPMorgan or one or more of its affiliates in connection with hedging this Transaction. The purchase price paid by the Company shall be JPMorgan’s actual cost of such Shares and derivatives as JPMorgan informs Company good faith using commercially reasonable discretion and shall be paid supported by written evidence of the same. JPMorgan shall notify Counterparty of such amount, shall provide written evidence of the same and Counterparty shall pay such amount in immediately available funds on the Early Unwind Date. JPMorgan and Company Counterparty represent and acknowledge to the other that, subject to the proviso included in the preceding sentencethis paragraph, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of Convertible Debentures Notes is not consummated with the initial purchasers for any reason, other than as a result of a breach by the initial purchasers, reason by the close of business in New York on May 11September 19, 2004 2005 (or such later date as agreed upon by the parties) (May 11September 19, 2004 2005 or such later date as agreed upon being the “Early Unwind Date” ”), this Transaction shall automatically terminate (the “Early Unwind” ”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of JPMorgan and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Company Counterparty shall purchase from reimburse JPMorgan on for any costs or expenses (including market losses) relating to the Early Unwind Date all Shares purchased by JPMorgan or one or more unwinding of its affiliates hedging activities in connection with hedging this the Transaction and assume(including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reimburse the cost of, derivatives entered into reestablishing any hedge or related trading position). The amount of any such reimbursement shall be determined by JPMorgan or one or more of in its affiliates in connection with hedging this Transactionsole good faith discretion. The purchase price paid by the Company JPMorgan shall be JPMorgan’s actual cost notify Counterparty of such Shares amount and derivatives as JPMorgan informs Company and Counterparty shall be paid pay such amount in immediately available funds on the Early Unwind Date. JPMorgan and Company Counterparty represent and acknowledge to the other that, subject to the proviso included in the preceding sentencethis Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of Convertible Debentures Notes is not consummated with the initial purchasers for any reason, other than as a result of a breach by the initial purchasers, reason by the close of business in New York on May 1116, 2004 2007 (or such later date as agreed upon by the parties) (May 1116, 2004 2007 or such later date date, if any, as agreed upon being the “Early Unwind Date” ”), this Transaction shall automatically terminate (the “Early Unwind” ”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of JPMorgan Dealer and Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Company shall purchase from JPMorgan Dealer on the Early Unwind Date all Shares purchased by JPMorgan Dealer or one or more of its affiliates and shall, notwithstanding anything to the contrary in the Equity Definitions, reimburse Dealer for any costs or expenses (including market losses) relating to the unwinding of its hedging activities in connection with hedging this the Transaction and assume, (including any loss or reimburse the cost of, derivatives entered into by JPMorgan or one or more incurred as a result of its affiliates in connection with hedging this Transactionterminating, liquidating, obtaining or reestablishing any hedge or related trading position). The purchase price paid amount of any such reimbursement shall be determined by the Dealer in its sole good faith discretion. Dealer shall notify Company of such amount and Company shall be JPMorgan’s actual cost of pay such Shares and derivatives as JPMorgan informs Company and shall be paid amount in immediately available funds on the Early Unwind Date. JPMorgan Dealer and Company represent and acknowledge to the other that, subject to the proviso included in the preceding sentencethis Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of Convertible Debentures Notes is not consummated with the initial purchasers for any reason, other than as a result of a breach by the initial purchasers, reason by the close of business in New York on May 11November 15, 2004 (2005 or such later date as agreed upon by the parties) parties (May 11November 15, 2004 2005 or such later date as agreed upon being the “Early Unwind Date” ”), this Transaction shall automatically terminate (the “Early Unwind” ”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of JPMorgan MSIL and Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that if the failure to consummate the sale of the Convertible Notes results from a failure of any condition set forth in Section 5 of the Purchase Agreement, Company shall purchase from JPMorgan on reimburse MSIL for any costs or expenses (including market losses) relating to the Early Unwind Date all Shares purchased by JPMorgan or one or more unwinding of its affiliates hedging activities in connection with hedging this the Transaction and assume, (including any loss or reimburse the cost of, derivatives entered into by JPMorgan or one or more incurred as a result of its affiliates in connection with hedging this Transactionterminating, liquidating, obtaining or reestablishing any hedge or related trading position). The purchase price paid amount of any such reimbursement shall be determined by the MSIL in its sole good faith discretion. MSIL shall notify Company of such amount, including reasonable detail regarding its determination of such amount, and Company shall be JPMorgan’s actual cost of pay such Shares and derivatives as JPMorgan informs Company and shall be paid amount in immediately available funds on the Early Unwind Date. JPMorgan MSIL and Company represent and acknowledge to the other that, subject to the proviso included in the preceding sentencethis Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.