Optionees. Except as may otherwise be agreed upon by Allergan and AMO and/or as set forth in Schedule 8.4, this Section 8.4 shall govern the treatment of unvested outstanding Allergan Options held by non-U.S. AMO Employees.
Optionees. Except as may otherwise be agreed -------------------------- upon by HP and Agilent and/or as set forth in Schedule 7.2(c), this Section 7.2 shall govern the treatment of HP Options held by non-U.S. Agilent Transferred Employees.
Optionees. (a) Prior to the Closing, the Company will, through its Board (or any committee thereof), take all action required for the cancellation as of the Effective Time of all Stock Options in consideration for cash in an amount set forth in section 1.6(c).
(b) From and after the date hereof, the Company, through its Board or otherwise, will not modify any Stock Option Plan or authorize, and the Company will not grant, any Stock Options.
(c) The Company shall require each employee who exercises a Stock Option or otherwise receives any payment from the Company as a result of the transactions contemplated by this Agreement, to pay to the Company in cash an amount sufficient to satisfy in full the Company's obligation to withhold Taxes incurred by reason of such exercise, issuance or receipt.
Optionees. Except as may otherwise be agreed upon by Southern and Southern Energy, this Section 7.01 shall govern the treatment of Southern Options held by non-U.S.
Optionees. Except as may otherwise be agreed upon by Adaptec and Roxio this Section 6.2 shall govern the treatment of Adaptec Options held by non-U.S. Roxio Employees.
Optionees. (i) Prior to the Closing, each individual holding a Merry Land Option shall have the right to enter into a written agreement with EQR providing for the cancellation of the vested portion of such option immediately following the Effective Time for cash in an amount equal to the difference between the Closing Price of Merry Land Common and the applicable exercise price set forth in such option, multiplied by the number of Merry Land Common Shares subject to such option to the extent such option is vested at the Effective Time, it being understood that all employees whose employment does not continue after the Effective Time shall be deemed vested as of the Effective Time. For purposes of this paragraph, "Closing Price" shall mean the unweighted average closing price of a Merry Land Common Share, reported as "New York Stock Exchange Composite Transactions" by The Wall Street Journal (Midwest Edition) for the ten (10) Trading Days ending on the third Trading Day immediately prior to the Closing Date. For the purposes of the paragraph only, "Trading Day" shall mean any day on which Merry Land Common Shares are traded on the NYSE.
Optionees. Except as may otherwise be agreed -------------------------- upon by 3Com and Palm and/or as set forth in Schedule 6.3, this Section 6.3 shall govern the treatment of 3Com Options held by non-U.S. Palm Transferred Employees.
Optionees. Except as may otherwise be agreed upon by MRV and Luminent and/or as set forth in Schedule 5.2, this Section 5.2 shall govern the treatment of MRV Options held by non-U.S. Luminent Transferred Employees, if any.
Optionees. Except as may otherwise be agreed upon by STC and NPTest, this Section 7.01 shall govern the treatment of Schlumberger Options held by Non-U.S. NPTest Employees. In the event it is determined that the local law applicable to any Non-U.S. Optionee requires a different treatment, STC and NPTest shall take such steps as is required to comply with local law.
Optionees. (i) Prior to the Closing, each individual holding a Merry Land Option shall have the right to enter into a written agreement with EQR providing for the cancellation of such option, whether or not vested, immediately following the Effective Time for cash in an amount equal to the difference between the Closing Price of Merry Land Common and the applicable exercise price set forth in such option, multiplied by the number of Merry Land Common Shares subject to such option. For purposes of this paragraph, "Closing Price" shall mean the unweighted average closing price of a Merry Land Common Share, reported as "New York Stock Exchange Composite Transactions" by The Wall Street Journal (Midwest Edition) for the ten (10) Trading Days ending on the third Trading Day immediately prior to the Closing Date. For the purposes of this paragraph only, "Trading Day" shall mean any day on which Merry Land Common Shares are traded on the NYSE." 13. Amendment to Section 5.19. Section 5.19 of the Merger Agreement is hereby deleted and the following substituted in lieu thereof: "
