Appears in 4 contracts

Samples: Custodian Agreement (Dean Family of Funds), Custodian Agreement (Dean Family of Funds), Custodian Agreement (Dean Family of Funds)

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by ~~a Portfolio Upon~~ persons subject to the ~~purchase by a Portfolio~~ reporting requirements of ~~any Option~~ Section 16(a) of the Securities Exchange Act (as defined below), ) to be exempt from the ~~Fund on behalf~~ application of Section 16(b) of the ~~Portfolio shall promptly deliver~~ Securities Exchange Act, to the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificateextent permitted thereunder. (b) ~~Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio~~ The current offerings in ~~accordance with subsection (a) above, the Fund on behalf~~ process as of the ~~Portfolio~~ date of this Agreement under the Company ESPP shall ~~promptly deliver~~ continue, and Company Shares shall be issued to ~~Custodian a Certificate specifying with respect to such sale: (i)~~ participants thereunder on the ~~type of Option (put or call); (ii)~~ next currently scheduled purchase dates thereunder occurring after the ~~name of the issuer of the securities~~ date hereof as provided under, and subject to the ~~Option~~ terms and conditions of, the ~~title~~ Company ESPP. The Company may, consistent with past practice, commence new offering periods under the Company ESPP on or after the date hereof and prior to the Effective Time at an exercise price for each such offering not less than as is required under the Company ESPP. Immediately prior to the Effective Time, pursuant to the Company ESPP, all offerings under the Company ESPP shall be terminated, and each participant shall be deemed to have purchased immediately prior to the Effective Time, to the extent of payroll deductions accumulated by such participant as of such offering period end, the number of ~~such securities; (iii) the date~~ whole shares of ~~sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable~~ Company Stock at a per share price determined pursuant to the ~~Portfolio upon such sale; and (vii) the name~~ provisions of the ~~Clearing Agent through whom the sale was made. Custodian~~ Company ESPP, and each participant shall ~~consent~~ receive a cash payment equal to the ~~delivery~~ balance, if any, of such accumulated payroll deductions remaining after such purchase of such shares. As of the ~~Option sold~~ Effective Time, each participant shall receive, by ~~the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian~~ virtue of the ~~total amount payable~~ Merger, the number of whole shares of Purchaser Stock or cash into which the shares of Company Stock such participant has so purchased under the Company ESPP have been converted pursuant to the ~~Portfolio;~~ Merger as provided ~~that the same conforms to the total amount payable as set forth~~ in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section ~~16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a~~1.3(a) hereof, plus the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation cash value of any ~~receipts delivered pursuant to subsection (e~~fraction of a share of Purchaser Common Stock as provided in Section 1.5(h) hereof, ~~Custodian shall deliver,~~ plus any dividends or ~~cause the Securities Depository or Book Entry Account to deliver, the underlying securities~~ distributions as ~~specified~~ provided in ~~the Certificate for the amount to be received as set forth in such Certificate~~Section 1. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 4 contracts

Samples: Merger Agreement (Berman Lyle), Merger Agreement (Sunbeam Corp/Fl/), Merger Agreement (Landrys Seafood Restaurants Inc)

Options. (a) ~~Purchase~~ At the Effective Time, each option granted by the Company to purchase shares of Options by a Portfolio Upon the purchase by a Portfolio of any Option (as defined below), the Fund on behalf of the Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying with respect to each such Option: Company Common Stock under (i) ~~whether~~ the Company's 1993 Incentive Stock Option ~~is a put or call Option;~~ Plan, (ii) the ~~name~~ Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the ~~issuer~~ Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of ~~the securities~~ Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the ~~title and~~ agreements evidencing grants thereunder: (i) The number of shares of Parent Common Stock to be subject to the new option shall be equal to the product of the number of shares of Company Common Stock subject to the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such ~~securities~~multiplication shall be rounded to the nearest whole share; and (~~iii~~ii) The exercise price per share of Parent Common Stock under the ~~expiration date: (iv)~~ new option shall be equal to the exercise ~~price; (v)~~ price per share of Company Common Stock under the ~~date of purchase and settlement; (vi) the premium to be paid~~ original option divided by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by Exchange Ratio, provided that such ~~Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian~~ exercise price shall ~~pay the premium payable~~ be rounded down to the ~~Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate~~nearest whole cent. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying The adjustment provided herein with respect to ~~such sale:~~ any options which are "incentive stock options" (~~i) the type of Option (put or call); (ii) the name~~ as defined in Section 422 of the ~~issuer~~ Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the ~~securities subject~~ Code. The duration and other terms of the new option shall be the same as the original option except that all references to the ~~Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable~~ Company shall be deemed to ~~the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent~~ be references to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such CertificateParent. (c) ~~Upon~~ Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number or expiration of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreementoptions. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 4 contracts

Samples: Merger Agreement (F&m Bancorporation Inc), Merger Agreement (F&m Bancorporation Inc), Merger Agreement (Citizens Banking Corp)

Options. (a) ~~Purchase of Options by~~ Unless otherwise provided in the applicable Agreement, if, prior to the date that an Option first becomes exercisable, a ~~Portfolio Upon the purchase by a Portfolio of~~ Participant's status as an Employee and Non-Employee Director is terminated for any ~~Option (as defined below)~~reason, the ~~Fund on behalf~~ Participant's right to exercise the Option shall terminate and all rights thereunder shall cease as of the ~~Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer~~ close of the Fund (a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) business on the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificatetermination. (b) ~~Sale~~ For any Nonqualified Stock Option unless otherwise provided in the applicable Agreement and for any Incentive Stock Option, if, on or after the date that the Option first becomes exercisable, a Participant's status as an Employee and Non-Employee Director is terminated (1) for Cause, any unexercised portion of ~~Options by~~ the Option (whether then exercisable or not) shall, as of the time of the Cause determination, immediately terminate, (2) due to death or Disability, then the Option, to the extent that it is exercisable on the date of termination, shall be exercisable only until the earlier of the one year anniversary of such termination or the "expiration date" set forth in the applicable Agreement, (3) for any other reason (except as provided in the next sentence), then the Option, to the extent that it is exercisable on the date of termination, shall be exercisable only until the earlier of the three month anniversary of such termination or the "expiration date" set forth in the applicable Agreement. For any Nonqualified Stock Option, unless otherwise provided in the applicable Agreement, if, on or after the date that the Option first becomes exercisable, a ~~Portfolio Upon~~ Participant's status as an Employee and Non- Employee Director is terminated due to Retirement, or if a Participant is a party to a Change in Control Agreement with the ~~sale of any Option purchased by a Portfolio~~ Company and such Participant's status as an Employee and Non-Employee Director is terminated involuntarily or constructively in accordance with ~~subsection (a) above~~paragraph 3 thereof, then the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject Option, to the ~~Option and the title and number of such securities; (iii)~~ extent that it is exercisable on the date of ~~sale; (iv)~~ termination, shall be exercisable until the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as "expiration date" set forth in the applicable Agreement. The Board, at its discretion, may designate in the applicable Agreement a different post- termination period for exercise of a Nonqualified Stock Option and may extend the exercise period of any Option, but in no event may the post-termination exercise period exceed the tenth anniversary of the Grant Date; it being understood that the extension of the exercise term for an Incentive Stock Option may cause such ~~Certificate~~Option to become a Nonqualified Stock Option. (c) ~~Upon~~ Shares subject to Options that are not exercised within the time allotted for exercise shall expire and be forfeited by the ~~Portfolio of any Call Option (~~Participant as ~~defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf~~ of the ~~Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name~~ close of ~~the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii)~~ business on the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreementthey are no longer exercisable. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 4 contracts

Samples: Employment Agreement (Datascension Inc), Employment Agreement (Datascension Inc), Employment Agreement (Datascension Inc)

Options. ~~(a) Purchase of Options by a Portfolio Upon~~ Except as may be otherwise agreed in writing between the ~~purchase by a Portfolio~~ Company and any holder of any Option (as ~~defined below~~hereinafter defined), upon the consummation of the Merger, each option to acquire Company Common Stock outstanding immediately prior to the Effective Time under the Company's 1994 Executive Incentive Plan, as amended (the "Executive Incentive Plan"), the ~~Fund on behalf~~ Company's 1997 Stock Incentive Plan, as amended, the Company's 1994 Executive Performance Stock Award Plan, as amended (the "Executive Performance Plan"), the Company's 1987 Non-Qualified Stock Option Plan, as amended and the Company's Stock Option Plan for Non-Employee Directors, as amended (such plans referred to herein as the "Option Plans"), whether vested or unvested (each, an "Option," collectively, the "Options"), shall automatically become immediately vested and exercisable and each holder of an Option shall have the ~~Portfolio shall promptly deliver~~ right to receive from the Surviving Corporation a cash payment (less applicable federal, state and local withholding taxes) in an aggregate amount equal to the ~~Custodian a certificate signed by an appropriate officer~~ difference, if any, between the Price Per Share less the applicable exercise price per share of ~~the Fund (a "Certificate") specifying with respect~~ Company Common Stock applicable to ~~each~~ such ~~Option: (i) whether the~~ Option ~~is a put or call Option; (ii) the name of the issuer of the securities~~ for all Company Common Stock subject to the Option as expressly stated in the applicable Option Plan, stock option agreement or other agreement. Options with an exercise price equal to or greater than the Price Per Share will be cancelled without any consideration. The Company shall use its reasonable best efforts (including, without limitation, giving requisite notices to holders of Options advising them of such accelerated vesting and rights pursuant to this Section 1.10) to fully advise holders of Options of their rights under this Agreement and the ~~title and number~~ Options, to facilitate their timely exercise of such ~~securities; (iii)~~ rights and to effectuate the ~~expiration date: (iv)~~ provisions of this Section 1.10. From and after the ~~exercise price; (v) the date~~ Effective Time, other than as expressly set forth in this Section 1.10, no holder of ~~purchase and settlement; (vi) the premium~~ an Option shall have any other rights in respect thereof other than to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent receive payment for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable his or her Options as set forth in ~~such Certificate. (b) Sale of Options by a Portfolio Upon~~ this Section 1.10, and the ~~sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf~~ Company shall take all necessary actions to terminate effective as of the ~~Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i)~~ Effective Time the ~~type of~~ Company's Option ~~(put or call); (ii) the name of the issuer of the securities subject to the Option~~ Plans, stock option agreements and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificatesimilar arrangements. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 3 contracts

Samples: Merger Agreement (Mg Waldbaum Co), Merger Agreement (Mg Waldbaum Co), Merger Agreement (Michael Foods Inc /Mn)

Options. ~~(a) Purchase~~ 6.1 The Committee is hereby authorized to grant Incentive Stock Options and Nonstatutory Stock Options to any employee who is an Eligible Person and to grant Nonstatutory Stock Options to any Director, provided that the number of Options by granted to an Eligible Person during a ~~Portfolio Upon~~ fiscal year will not exceed the ~~purchase by a Portfolio~~ applicable limitations set forth in Article 5 of ~~any Option (as defined below), the Fund on behalf of the Portfolio shall promptly deliver~~ this Plan when aggregated with other Awards made to ~~the Custodian a certificate signed~~ that Eligible Person during that fiscal year. 6.2 All Options will be evidenced by an ~~appropriate officer of the Fund (~~Agreement. All Agreements granting Incentive Stock Options will contain a ~~"Certificate") specifying with respect to each such Option: (i) whether~~ statement that the Option is ~~a put or call~~ intended to be an Incentive Stock Option; ~~(ii)~~ if no such statement is included in the ~~name~~ Agreement, or if the Agreement affirmatively states that the Option is intended to be a Nonstatutory Stock Option, the Option shall be a Nonstatutory Stock Option. 6.3 All Agreements shall specify the number of ~~the issuer of the securities~~ Class A Common Shares or Class B Common Shares to which it pertains subject to the limitations set forth in Article 5 of this Plan. 6.4 The Option Period will be determined by the Committee and specifically set forth in the Agreement, provided that an Option will not be exercisable after ten years from the Grant Date. 6.5 The Committee will, at or after the Grant Date, determine the methods by which the Option Price of an Option may be paid and the ~~title and number~~ form or forms of payment that may be permitted. 6.6 The Committee may provide in the Agreement evidencing the grant of an Option that the Committee, in its sole discretion, will have the right to substitute an Appreciation Right for such Option at any time prior to or upon exercise of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was madeOption; provided, however, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to Appreciation Right will be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying exercisable with respect to the same number of Shares for which such substituted Option ~~being purchased:~~ would have been exercisable. 6.7 The Committee may provide in the Agreement evidencing a grant of Options (iother than Incentive Stock Options) that the ~~transaction is~~ Committee, in its sole discretion, will have the right to provide for the payment of Dividend Equivalents to the Optionee on either a ~~Closing Purchase Transaction; (ii)~~ current, deferred, or contingent basis or may provide that such equivalents shall be credited against the ~~name~~ Option Price. 6.8 The exercise of an Option shall result in the cancellation on a share-for-share basis of any Related Right authorized under Article 8 of this Plan. 6.9 Except as otherwise determined by the Committee and set forth in an Agreement, if a Director subsequently becomes an employee of the ~~issuer~~ Corporation or a Subsidiary while remaining a member of the ~~securities~~ Board, any Options held under the Plan by such individual at the time of such commencement of employment shall not be affected thereby. If an employee who is also a Director terminates employment, any Awards granted in connection with such individual’s employment will continue to be governed by and subject to ~~such Option~~ the provisions of the Plan and the ~~title and number~~ Agreement regarding a termination of ~~such securities; (iii)~~ employment. 6.10 All other terms of Options granted under the ~~exercise price; (iv) the premium to~~ Plan will be ~~paid~~ determined by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreementCommittee in its sole discretion. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 3 contracts

Samples: 2007 Omnibus Incentive Compensation Plan (American Greetings Corp), 2007 Omnibus Incentive Compensation Plan (American Greetings Corp), 2007 Omnibus Incentive Compensation Plan (American Greetings Corp)

Options. ~~(a) Purchase of Options by a Portfolio Upon~~ Firstar shall take action to amend the ~~purchase by a Portfolio of any Option~~ Firstar Stock Plans (as defined ~~below)~~herein) so that, at the ~~Fund on behalf~~ Effective Time, each option granted by Firstar to purchase shares of ~~the Portfolio~~ Firstar Common Stock which is outstanding and unexercised immediately prior thereto shall ~~promptly deliver~~ cease to ~~the Custodian~~ represent a ~~certificate signed by~~ right to acquire shares of Firstar Common Stock and shall be converted automatically into an ~~appropriate officer~~ option to purchase shares of ~~the Fund~~ Firstar (~~a "Certificate"~~WI) ~~specifying with respect to each such Option:~~ Common Stock in an amount and at an exercise price determined as follows (~~i) whether the Option is a put or call Option; (ii) the name of the issuer of the securities~~ and otherwise subject to the ~~Option~~ terms of the appropriate Firstar Benefit Plan (as defined herein) pursuant to which such options have been granted (such plans collectively the "Firstar Stock Plans") and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: agreements evidencing grants thereunder): (i) the ~~type~~ number of ~~Option~~ shares of Firstar (~~put or call); (ii~~WI) ~~the name of the issuer of the securities~~ Common Stock to be subject to the ~~Option~~ new option shall be equal to the product of the number of shares of Firstar Common Stock subject to the original option and the ~~title and number~~ Exchange Ratio, provided that any fractional shares of Firstar (WI) Common Stock resulting from such ~~securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable~~ multiplication shall be rounded down to the ~~Portfolio upon such sale;~~ nearest whole share and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii~~) the expiration date; (iii) the date of exercise and settlement; (iv~~) the exercise price per ~~share;~~ share of Firstar (vWI) Common Stock under the ~~total amount~~ new option shall be equal to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per ~~share; (v)~~ share of Firstar Common Stock under the ~~total amount to~~ original option divided by the Exchange Ratio, provided that such exercise price shall be ~~paid~~ rounded down to the ~~Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised~~nearest whole cent. ~~Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account~~ The adjustment provided herein with respect to ~~deliver, out of the account of the Portfolio to~~ any options which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option are "incentive stock options" (as defined ~~below) with respect to securities held by Custodian hereunder, the Fund on behalf~~ in Section 422 of the ~~Portfolio~~ Internal Revenue Code of 1986, as amended (the "Code")) shall ~~promptly deliver~~ be and is intended to ~~Custodian~~ be effected in a ~~Certificate specifying~~ manner which is consistent with ~~respect to such Covered Call Option: (i~~Section 424(a) ~~the name~~ of the ~~issuer~~ Code. The duration and other terms of the ~~securities subject~~ new option shall be the same as the original option except that all references to ~~such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium~~ Firstar shall be deemed to be ~~received by the Portfolio;~~ references to Firstar (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receiptsWI). (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Firstar Corp /Wi/), Agreement and Plan of Reorganization (Star Banc Corp /Oh/), Merger Agreement (Firstar Corp /Wi/)

Options. The Parties acknowledge and agree that one hundred eighty three thousand three hundred thirty-three (a183,333) ~~Purchase~~ shares of ~~Options by a Portfolio Upon the purchase by a Portfolio of any~~ Common Stock subject to Option (1 have vested as ~~defined below), the Fund on behalf~~ of the ~~Portfolio shall promptly deliver~~ Resignation Date, zero (0) shares of Common Stock subject to Option 2 have vested as of the Resignation Date, and zero (0) shares of Common Stock subject to Option 3 have vested as of the Resignation Date. The Parties hereby agree that no further shares will vest under the Options from and after the Resignation Date. The vested portion of Option 1 will remain outstanding following the Resignation Date and will continue to be subject to the ~~Custodian a certificate signed by an appropriate officer~~ terms and conditions of the ~~Fund (a "Certificate") specifying~~ Plan and the applicable Option Agreement. Option 2 and Option 3 will cease to exist and be cancelled and Employee will have no further rights with respect to ~~each such Option: (i) whether the~~ Option ~~is a put or call Option; (ii) the name~~ 2 and Option 3. The portion of Option 1 that has not vested as of the ~~issuer of the securities subject~~ Resignation Date will cease to ~~the Option~~ exist and ~~the title~~ be cancelled and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying Employee will have no further rights with respect to such ~~sale: (i) the type~~ unvested portion of Option ~~(put or call); (ii) the name~~ 1. Employee will continue to be a Service Provider for purposes of the ~~issuer~~ Plan and the Option Agreements, pursuant to the Consulting Agreement. The Company shall provide written notice to Employee not more than five (5) business days after Employee ceases to be a Service Provider for purposes of the ~~securities subject~~ Plan and Option Agreements; provided, however, that the Company shall have no obligation to ~~the Option and the title and number of~~ provide such ~~securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable~~ notice when Employee ceases to ~~the Portfolio upon such sale; and (vii) the name~~ be a Service Provider for purposes of the ~~Clearing Agent through whom~~ Plan and Option Agreements because the ~~sale was made~~Consulting Agreement expires by its own terms. ~~Custodian shall consent to the delivery~~ Employee acknowledges that if any of the ~~Option sold by~~ Options have been classified as “incentive stock options” within the ~~Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian~~ meaning of Section 422 of the ~~total amount payable to~~ Internal Revenue Code of 1986, as amended, such Options will convert into nonstatutory stock options three (3) months and one (1) day after the ~~Portfolio; provided~~ Resignation Date. Furthermore, Employee acknowledges that in the ~~same conforms to~~ event the ~~total amount payable~~ Options are classified as ~~set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund~~ nonstatutory stock options on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as Options are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the ~~Fund~~ income recognized upon such exercise will be considered wages that must be reported on ~~behalf of~~ Employee’s W-2 and applicable tax withholding will be required. Employee agrees that the ~~Portfolio shall promptly deliver~~ Company may refuse to ~~Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to~~ process any such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable exercise until Employee has made arrangements satisfactory to the ~~Portfolio upon~~ Company to satisfy any such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificatewithholding obligations. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 3 contracts

Samples: Separation Agreement (Monolithic Power Systems Inc), Separation Agreement (Monolithic Power Systems Inc), Separation Agreement and Release (Monolithic Power Systems Inc)

Options. (a) Each of the Stockholders hereby grants to Sub an irrevocable option (each, a "Purchase Option" and collectively, the "Purchase Options") to purchase the number of Shares set forth opposite such Stockholder's name on Schedule I hereto together with all of the Shares (including any additional Shares that may be issuable as a result of a "change of control") Beneficially Owned by such Stockholder as a result of the Stockholder's exercise of the Options by set forth opposite such Stockholder's name on Schedule II hereto (collectively, with the Shares described on Schedule I, the "Option Shares") at a ~~Portfolio Upon~~ purchase price per share equal to the ~~purchase by a Portfolio~~ Purchase Price. Subject to the last sentence of ~~any Option (as defined below~~this Section 3(a), each Purchase Option is currently exercisable in whole but not in part, and shall remain exercisable in whole but not in part until 5:00 p.m. (Dallas, Texas time) on the ~~Fund on behalf of~~ date which is 120 days after a Termination Event (the ~~Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer of the Fund (a~~ "~~Certificate~~Option Period"~~) specifying with respect to each such Option~~), so long as: (i) ~~whether~~ all waiting periods under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase by Sub of the Option ~~is a put~~ Shares upon such exercise shall have expired or ~~call Option;~~ been waived, and (ii) there shall not be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the ~~name~~ exercise of the ~~issuer~~ Purchase Options pursuant to this Agreement. The Option Period shall be extended for the time period that any such preliminary injunction or order shall be in effect that otherwise prohibits the exercise of a Purchase Option. To exercise the ~~securities subject~~ Purchase Options, Sub shall send a written notice (the "Notice") to the ~~Option~~ Stockholders identifying the place and ~~the title and number of such securities;~~ date (~~iii) the expiration date: (iv) the exercise price; (v)~~ not less than one nor more than 20 business days from the date of ~~purchase and settlement;~~ the Notice) for the closing of such purchase. The Sub shall not exercise the Purchase Options prior to the occurrence of a Termination Event. (vib) ~~the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent").~~ Upon receipt of ~~a Clearing Agent's confirmation~~ the Notice to the extent not previously exercised, contemporaneously with the closing of the purchase of the Option ~~held~~ Shares, each Stockholder shall exercise in full the Options set forth opposite such Stockholder's name on Schedule II hereto. Subject to Section 2(d), for convenience purposes, in connection with such exercise of the Options, each Stockholder hereby gives the Company irrevocable notice of the exercise of his Options effective contemporaneously with the closing of the purchase of the Option Shares pursuant to the Purchase Option and the Company hereby acknowledges the effectiveness of such exercise. Each Stockholder also hereby irrevocably instructs the Company to issue (and the Company hereby agrees to issue) the Shares issuable upon such exercise in the name of Sub or its permitted assignee (and Sub or its permitted assignee shall be deemed the record owner thereof as of the date of such exercise so long as Sub or its permitted assignee timely tenders payment of the Purchase Price as provided herein) and Sub hereby agrees, on behalf of each Stockholder, to pay directly to the Company (by means of wire transfer or official bank check) such ~~Clearing Agent for~~ amount as may be necessary to fund the ~~account~~ payment of ~~Custodian as custodian for~~ the ~~Portfolio, Custodian shall pay the premium~~ exercise price (without regard to any applicable withholding taxes) due and payable to the ~~Clearing Agent through whom~~ Company as a result of such exercise (with the ~~purchase was made; provided, that such premium conforms~~ aggregate amount of the Purchase Price due and payable to each Stockholder (or his designee) being reduced by the ~~total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale~~ amount of any ~~Option purchased~~ such payment made by ~~a Portfolio in accordance with subsection (a) above, the Fund~~ Sub on behalf of such Stockholder and with the ~~Portfolio shall promptly deliver~~ remaining amount of the Purchase Price otherwise due and payable to ~~Custodian a Certificate specifying with respect~~ each Stockholder being paid directly to such ~~sale:~~ Stockholder, as may be requested by the Company, net of any applicable withholding taxes required to be paid to the Company, by means of wire transfer or official bank check). Such payments to the Company (iincluding such requested withholding taxes) and the ~~type of Option (put or call); (ii)~~ Stockholders shall be made contemporaneously with the ~~name~~ exercise of the ~~issuer of the securities subject to the Option~~ Purchase Options and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option ~~sold by~~ Shares thereunder, provided, that as to any Stockholder subject to Section 16(a) of the ~~Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect~~ Exchange Act, payment to such ~~Option against payment to Custodian~~ Stockholder of any portion of the ~~total amount payable~~ Purchase Price will be deferred (if necessary to avoid Section 16(b) liability) until the ~~Portfolio; provided that~~ first date such payment can be made without liability to such Stockholder under Section 16(b) of the ~~same conforms to the total amount payable~~ Exchange Act, but shall be paid as ~~set forth in such Certificate~~soon as practicable thereafter. (c) ~~Upon~~ In the ~~exercise by~~ event that Sub has purchased the ~~Portfolio~~ Option Shares pursuant to the Purchase Options, and, within one year after the date of such purchase, the Sub or any affiliate thereof sells, transfers, exchanges or disposes of any ~~Call~~ of the Option Shares in a transaction with a non-affiliate of Sub (~~as defined below~~a "Disposition") then, within two business days after the closing of such Disposition, Sub shall tender and pay to each Stockholder, in immediately available funds, their respective pro-rata share (calculated based on the respective amount of the Option Shares purchased ~~by the Portfolio~~ from each Stockholder pursuant to ~~subsection (a~~the Purchase Options) ~~above, the Fund on behalf~~ of 25% of the ~~Portfolio~~ Net Profit realized by Sub in connection with such Disposition. As used in this Section 3(c), Net Profit shall ~~promptly deliver~~ mean an amount equal to ~~Custodian a Certificate specifying with respect to such Call Option:~~ (i) the ~~name~~ excess, if any, of the ~~issuer of the securities subject to such Call Option and the title and number of such securities;~~ gross amount realized by Sub from a Disposition over (ii) the ~~expiration date; (iii)~~ aggregate Purchase Price paid with respect to the ~~date of exercise and settlement; (iv) the exercise price per share; (v) the total amount~~ Option Shares subject to ~~be paid~~ such Disposition, with such excess being reduced by the ~~Portfolio upon~~ sum of (A) all reasonable out-of-pocket fees, costs and expenses incurred by Sub and its affiliates in connection with such ~~exercise;~~ Disposition, (including, without limitation, all fees, costs and ~~(vi~~expenses of counsel) ~~the name~~ which in no event shall exceed 1% of ~~the Clearing Agent through whom~~ such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such CertificateNet Profit, and (B) ~~delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement~~all customary brokerage fees and commissions, if any, incurred in connection with such Disposition. (d) ~~Upon~~ In the ~~exercise by~~ event that within the Option Period a ~~Portfolio~~ Stockholder sells, transfers, exchanges, cancels or disposes of any ~~Put~~ of his Option Shares or Options in connection with or as a result of an Acquisition Proposal (~~as defined below~~an "Alternative Disposition") ~~purchased by the Portfolio~~ other than pursuant to ~~subsection (a) hereof~~Section 2 then, within two business days after the ~~Fund on behalf~~ closing of such Alternative Disposition, such Stockholder shall tender and pay to Sub, in immediately available funds, its pro-rata share of 75% of the ~~Portfolio~~ Net Profit realized by such Stockholder in connection with such Alternative Disposition. As used in this Section 3(d), Net Profit shall ~~deliver~~ mean (i) in the case of outstanding Option Shares, an amount equal to ~~Custodian a Certificate specifying~~ the excess, if any, of (A) the gross amount realized by such Stockholder from an Alternative Disposition of outstanding Option Shares, over (B) the product of (x) the number of such Option Shares subject to such Alternative Disposition, multiplied by (y) the Purchase Price and (ii) in the case of Options, an amount equal to the excess, if any, of (A) the product of (x) the gross underlying per Share price otherwise paid in the Alternative Disposition and used in calculating the amount so realized by such Stockholder with respect to such ~~Put Option:~~ Options in connection with such Alternative Disposition, multiplied by (iy) the ~~name~~ number of ~~the issuer of the securities~~ Option Shares subject to such ~~Put Option and~~ Options, over (B) the ~~title and~~ product of (x) the number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were Shares subject to such ~~Put Option; provided that~~ Options, multiplied by (y) the ~~same conforms to~~ Purchase Price, with the ~~amount payable to~~ aggregate of such excesses being reduced by the ~~Portfolio as set forth~~ sum of (1) all reasonable out-of-pocket fees, costs and expenses incurred by such Stockholder in connection with such ~~Certificate~~Alternative Disposition, (including, without limitation, all fees, costs and expenses of counsel, but excluding any withholding taxes) which in no event shall exceed 1% of such Net Profit, and (B2) ~~delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement~~all customary brokerage fees and commissions, if any, incurred in connection with such Alternative Disposition. (e) ~~Whenever~~ As may be requested by Sub subsequent to a ~~Portfolio writes a Covered Call Option (as defined below) with respect~~ Termination Event but prior to ~~securities held by Custodian hereunder,~~ the ~~Fund on behalf~~ expiration of the ~~Portfolio~~ Option Period each Stockholder shall ~~promptly deliver~~ tender his Shares as set forth on Schedule I hereto pursuant to ~~Custodian~~ any tender offer being made (at a ~~Certificate specifying~~ per Share price greater than the Purchase Price) in connection with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receiptsan Acquisition Proposal. (f) ~~Whenever Covered Call Option written by a Portfolio and described~~ The Purchase Options shall terminate in full upon the ~~preceding subsection~~ consummation of the transactions (~~e) is exercised~~including, the ~~Fund on behalf~~ tendering of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are all payments to be ~~delivered; and (iii~~made thereunder) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificatecontemplated by Section 2. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 3 contracts

Samples: Stockholders Agreement (Ply Gem Industries Inc), Stockholders Agreement (Nortek Inc), Stockholders Agreement (Snyder Dana R)

Options. (a) ~~Purchase~~ At the Effective Time, each outstanding option to purchase shares of ~~Options by~~ FWB Common Stock under the FWB Stock Plans (each, a ~~Portfolio Upon the purchase by a Portfolio of any Option (as defined below~~"FWB Stock Option"), whether vested or unvested, shall be converted into an option to acquire, on the ~~Fund on behalf~~ same terms and conditions as were applicable under such FWB Stock Option, the number of ~~the Portfolio shall promptly deliver~~ shares of SFG Common Stock equal to ~~the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying with respect to each such Option:~~ (i) ~~whether~~ the ~~Option is a put or call~~ number of shares of FWB Common Stock subject to the FWB Stock Option; , multiplied by (ii) the ~~name~~ Exchange Ratio (such product rounded to the nearest whole number) (a "Replacement Option"), at an exercise price per share (rounded to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of FWB Common Stock which were purchasable pursuant to such FWB Stock Option divided by (z) the number of full shares of SFG Common Stock subject to such Replacement Option in accordance with the foregoing. Notwithstanding the foregoing, each FWB Stock Option which is intended to be an "incentive stock option" (as defined in Section 422 of the ~~issuer~~ Code) shall be adjusted in accordance with the requirements of Section 424 of the ~~securities subject~~ Code. At or prior to the ~~Option and~~ Effective Time, FWB shall use its best efforts, including using its best efforts to obtain any necessary consents from optionees, with respect to the ~~title and number of such securities; (iii)~~ FWB Stock Plans to permit the ~~expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name~~ replacement of the ~~registered broker-dealer who is acting as~~ outstanding FWB Stock Options by SFG pursuant to this Section and to permit SFG to assume the ~~clearing agent (~~FWB Stock Plans. FWB shall further take all action necessary to amend the ~~"Clearing Agent")~~FWB Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. ~~Upon receipt of a Clearing Agent's confirmation of~~ At the ~~purchase of~~ Effective Time, SFG shall assume the ~~Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made~~FWB Stock Plans; provided, that such ~~premium conforms~~ assumption shall be only in respect of the Replacement Options and that SFG shall have no obligation with respect to any awards under the ~~total premium payable as set forth in~~ FWB Stock Plans other than the Replacement Options and shall have no obligation to make any additional grants or awards under such ~~Certificate~~assumed FWB Stock Plans. (b) ~~Sale of Options by a Portfolio Upon~~ At all times after the ~~sale of any Option purchased by a Portfolio in accordance with subsection (a) above~~Effective Time, ~~the Fund on behalf of the Portfolio~~ SFG shall ~~promptly deliver to Custodian a Certificate specifying with respect to~~ reserve for issuance such ~~sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and~~ number of ~~such securities; (iii) the date~~ shares of ~~sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable~~ SFG Common Stock as necessary so as to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon permit the exercise of the ~~Put Option (A) deliver or cause~~ Replacement Options in the ~~Securities Depository or Book Entry Account~~ manner contemplated by this Agreement and the instruments pursuant to ~~deliver, out~~ which the corresponding FWB Stock Options were granted. SFG shall make all filings required under federal and state securities laws no later than the Effective Time so as to permit the exercise of such options and the sale of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be shares received by the ~~Portfolio; (v)~~ optionee upon such exercise at and after the ~~date~~ Effective Time and SFG shall continue to make such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions filings thereafter as may be ~~required by such receipts. (f) Whenever Covered Call Option written by a Portfolio~~ necessary to permit the continued exercise of options and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number subsequent sale of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificateshares. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 3 contracts

Samples: Merger Agreement (Sky Financial Group Inc), Merger Agreement (First Western Bancorp Inc), Merger Agreement (First Western Bancorp Inc)

Options. (a) ~~Purchase~~ MSCI hereby grants to Xxxxxx Xxxxxxx, on the terms and conditions set forth herein, a continuing right (the “Class B Common Stock Option”) to purchase from MSCI, at the times set forth herein, such number of ~~Options~~ shares of Class B Common Stock as is necessary to allow Xxxxxx Xxxxxxx Entities to prevent a Xxxxxx Xxxxxxx Ownership Reduction. The Class B Common Stock Option shall be assignable, in whole or in part and from time to time, by ~~a Portfolio Upon~~ Xxxxxx Xxxxxxx to any Xxxxxx Xxxxxxx Entity. The exercise price for the ~~purchase by a Portfolio~~ shares of ~~any~~ Class B Common Stock purchased pursuant to the Class B Common Stock Option ~~(as defined below),~~ shall be the ~~Fund on behalf~~ Market Price of the ~~Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer~~ Class A Common Stock as of the Fund (a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of ~~purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name~~ first delivery of notice of exercise of the ~~registered broker-dealer who is acting as the clearing agent~~ Class B Common Stock Option by Xxxxxx Xxxxxxx (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable or its permitted assignee hereunder) to ~~the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate~~MSCI. (b) ~~Sale of Options by a Portfolio Upon~~ MSCI hereby grants to Xxxxxx Xxxxxxx, on the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option terms and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as conditions set forth ~~in such Certificate.~~ herein, a continuing right (~~c) Upon~~ the ~~exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above~~“Nonvoting Stock Option” and, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance together with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Class B Common Stock Option, the ~~Fund on behalf~~ “Options”) to purchase from MSCI, at the times set forth herein, such number of shares of Nonvoting Stock as is necessary to allow Xxxxxx Xxxxxxx Entities to own eighty percent (80%) of each class of outstanding Nonvoting Stock. The Nonvoting Stock Option shall be assignable, in whole or in part and from time to time, by Xxxxxx Xxxxxxx to any Xxxxxx Xxxxxxx Entity. The exercise price for the ~~Portfolio shall promptly deliver to Custodian a Certificate specifying with respect~~ shares of Nonvoting Stock purchased pursuant to the Nonvoting Stock Option shall be the price at which such Nonvoting Stock is then being ~~purchased: (i) that~~ sold to third parties or, if no Nonvoting Stock is being sold, the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid fair market value thereof as determined in good faith by the ~~Portfolio; (v) the expiration date; (vi) the date~~ board of ~~such purchase; and (vii) the name~~ directors of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreementMSCI. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 3 contracts

Samples: Shareholder Agreement (MSCI Inc.), Shareholder Agreement (MSCI Inc.), Shareholder Agreement (MSCI Inc.)

Options. (a) ~~Purchase~~ Xxxxxxx hereby grants to Xxxxxx, on the terms and conditions set forth herein, a continuing right (the “Series B Common Stock Option”) to purchase from Xxxxxxx, at the times set forth herein, such number of ~~Options by a Portfolio Upon~~ shares of Series B Common Stock as is necessary to allow the ~~purchase by a Portfolio of any Option (as defined below),~~ Xxxxxx Entities to maintain the ~~Fund on behalf~~ percentage of the ~~Portfolio shall promptly deliver~~ then-outstanding Common Stock of Xxxxxxx that is equal to the ~~Custodian a certificate signed~~ Ownership Percentage. The Series B Common Stock Option shall be assignable, in whole or in part and from time to time, by ~~an appropriate officer~~ Xxxxxx to any Xxxxxx Entity. The exercise price for the shares of Series B Common Stock purchased pursuant to the Series B Common Stock Option shall be the Market Price of the ~~Fund (a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (ii) the name~~ Series A Common Stock as of ~~the issuer of the securities subject to the Option and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v)~~ the date of ~~purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name~~ first delivery of notice of exercise of the ~~registered broker-dealer who is acting as the clearing agent~~ Series B Common Stock Option by Xxxxxx (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable or its permitted assignee hereunder) to ~~the Clearing Agent through whom the purchase was made~~Xxxxxxx; provided, however, that ~~such premium conforms~~ the exercise price shall be at least equal to the ~~total premium payable as set forth in such Certificate~~aggregate par value of the shares of Series B Common Stock purchased thereby. (b) ~~Sale~~ The provisions of ~~Options~~ Section 2.1(a) hereof notwithstanding, the Series B Common Stock Option granted pursuant to Section 2.1(a) shall not apply and shall not be exercisable in connection with the issuance by ~~a Portfolio Upon the sale~~ Xxxxxxx of any ~~Option purchased~~ shares of Common Stock pursuant to any stock option or other executive or employee benefit or compensation plan maintained by ~~a Portfolio in accordance with subsection (a) above~~Xxxxxxx, so long as, from and after the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject date hereof and prior to the ~~Option~~ issuance of such shares, Xxxxxxx has repurchased from shareholders and ~~the title and~~ not subsequently reissued a number of ~~such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable~~ shares equal or greater to the ~~Portfolio upon~~ number of shares to be issued in any such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificateissuance. (c) ~~Upon~~ Xxxxxxx hereby grants to Xxxxxx, on the terms and conditions set forth herein, a continuing right (the “Nonvoting Stock Option” and, together with the Series B Common Stock Option, the “Options”) to purchase from Xxxxxxx, at the times set forth herein, such number of shares of Nonvoting Stock as is necessary to allow the Xxxxxx Entities to own eighty percent (80%) of each class of outstanding Nonvoting Stock. The Nonvoting Stock Option shall be assignable, in whole or in part and from time to time, by Xxxxxx to any Xxxxxx Entity. The exercise price for the shares of Nonvoting Stock purchased pursuant to the Nonvoting Stock Option shall be the price at which such Nonvoting Stock is then being sold to third parties, or, if no Nonvoting Stock is being sold, the fair market value thereof as determined in good faith by the ~~Portfolio~~ Board of ~~any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above~~Directors of Xxxxxxx; provided, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) however, that the exercise price ~~per share; (v)~~ shall be at least equal to the ~~total amount to be paid by the Portfolio upon such exercise; and (vi) the name~~ aggregate par value of the ~~Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt~~ shares of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreementNonvoting Stock purchased thereby. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 3 contracts

Samples: Corporate Agreement (Mueller Water Products, Inc.), Corporate Agreement (Walter Industries Inc /New/), Corporate Agreement (Mueller Water Products, Inc.)

Options. (a) ~~Purchase~~ At the Effective Time, each option granted by CCB to purchase shares of ~~Options by~~ CCB Common Stock which is outstanding and unexercised immediately prior thereto shall cease to represent a ~~Portfolio Upon~~ right to acquire shares of CCB Common Stock and shall be converted automatically into an option to purchase shares of NCBC Common Stock in an amount and at an exercise price determined as provided below (and otherwise subject to the ~~purchase by a Portfolio~~ terms of ~~any Option~~ the CCB Stock Plans (as defined below), ) and the ~~Fund on behalf of the Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying with respect to each such Option:~~ agreements evidencing grants thereunder): (i) ~~whether~~ The number of shares of NCBC Common Stock to be subject to the ~~Option is a put or call Option~~new option shall be equal to the product of the number of shares of CCB Common Stock subject to the original option and the Exchange Ratio, provided that any fractional shares of NCBC Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of NCBC Common Stock under the ~~name of the issuer of the securities subject~~ new option shall be equal to the ~~Option and~~ exercise price per share of CCB Common Stock under the ~~title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid~~ original option divided by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by Exchange Ratio, provided that such ~~Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian~~ exercise price shall ~~pay the premium payable~~ be rounded to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificatenearest whole cent. (c) ~~Upon the exercise by the Portfolio of~~ The adjustment provided herein with respect to any ~~Call Option~~ options which are "incentive stock options" (as defined ~~below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf~~ in Section 422 of the ~~Portfolio~~ Internal Revenue Code of 1986, as amended (the "Code")), shall ~~promptly deliver~~ be and is intended to ~~Custodian~~ be effected in a ~~Certificate specifying~~ manner which is consistent with ~~respect to such Call Option: (i~~Section 424(a) ~~the name~~ of the ~~issuer~~ Code. The duration and other terms of the ~~securities subject~~ new option shall be the same as the original option except that all references to ~~such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount~~ CCB shall be deemed to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable references to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreementNCBC. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 3 contracts

Samples: Merger Agreement (National Commerce Bancorporation), Merger Agreement (CCB Financial Corp), Merger Agreement (CCB Financial Corp)

Options. A. Subject to the provisions of this Plan, the Committee is hereby authorized to grant Options to Employees. B. All Agreements granting Options shall contain a statement that the Option is intended to be a nonstatutory stock option and not an incentive stock option as defined in section 422 of the Code. C. The Option Period shall be determined by the Committee and specifically set forth in the Agreement, provided, however, that an Option shall not be exercisable before six months from the Date of Grant (aexcept that this limitation need not apply in the event of the death of the Optionee within the six-month period) ~~Purchase~~ and no Option shall be exercisable after ten years after the Date of ~~Options by~~ Grant. D. By accepting the grant of an Option under the Plan, each Optionee agrees, for the Optionee and his or her successors, that the Option may not be exercised at any time that the Corporation does not have in effect a ~~Portfolio Upon~~ registration statement under the ~~purchase by a Portfolio~~ Securities Act of 1933, as amended, relating to the offer of Common Stock to the Optionee under the Plan, unless the Corporation agrees to permit such exercise, and that, upon the issuance of any ~~Option (as defined below)~~Shares upon the exercise of the Option, the ~~Fund on behalf~~ Optionee will, upon the request of the ~~Portfolio shall promptly deliver~~ Corporation, agree in writing that he or she is acquiring such Shares for investment only and not with a view to ~~the Custodian a certificate signed by an appropriate officer~~ resale, and that he or she will not sell, pledge or otherwise dispose of ~~the Fund (a "Certificate") specifying with respect to each~~ such ~~Option:~~ Shares so issued unless and until (i) ~~whether~~ the ~~Option~~ Corporation is ~~a put or call Option~~furnished with an opinion of counsel to the effect that registration of such Shares pursuant to the Securities Act of 1933, as amended, is not required by that Act and the rules and regulations thereunder; (ii) the ~~name~~ staff of the ~~issuer of the securities subject to the Option~~ Securities and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered brokerExchange Commission has issued a "no-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying action" letter with respect to such ~~sale: (i) the type of Option (put~~ disposition; or ~~call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities;~~ (iii) such registration or notification as is, in the ~~date~~ opinion of ~~sale~~counsel for the Corporation, required for the lawful disposition of such Shares has been filed by the Corporation and has become effective; ~~(iv)~~ provided, however, that the ~~sales price; (v)~~ Corporation shall not be obligated to file any such registration or notification. The Option shall further agree that the ~~date~~ Company may place a legend embodying such restriction on the certificates evidencing such shares. E. All other terms of ~~settlement; (vi)~~ Options granted under the ~~total amount payable to~~ Plan shall be determined by the ~~Portfolio upon such sale; and (vii)~~ Committee in its sole discretion, as exercised consistently with the ~~name~~ terms of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as Plan, and specifically set forth in ~~such Certificate. (c) Upon~~ the ~~exercise~~ Optionee's agreement. Any terms of Options determined by the ~~Portfolio of any Call Option (as defined below) purchased by~~ Committee that vary from the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as express terms set forth in ~~such Certificate, and (B) delete~~ the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio Plan also shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as specifically set forth in ~~such Certificate, and (B) delete~~ the ~~exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement~~Optionee's Agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 3 contracts

Samples: Stock Award Plan (Motient Corp), Employee Stock Option Plan (American Mobile Satellite Corp), Employee Stock Option Plan (American Mobile Satellite Corp)

Options. (a) ~~Purchase~~ Blockbuster hereby grants to Viacom International, on the terms and conditions set forth herein, a continuing right (the "BLOCKBUSTER CLASS B COMMON STOCK OPTION") to purchase from Blockbuster, at the times set forth herein, such number of ~~Options by a Portfolio Upon~~ shares of Blockbuster Class B Common Stock as is necessary to allow the ~~purchase by a Portfolio~~ Viacom International to maintain the Ownership Percentage. The exercise price for the shares of ~~any~~ Blockbuster Class B Common Stock purchased pursuant to the Blockbuster Class B Common Stock Option ~~(as defined below),~~ shall be the ~~Fund on behalf~~ Market Price of the ~~Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer~~ Blockbuster Class A Common Stock as of the Fund (a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of ~~purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name~~ first delivery of notice of exercise of the ~~registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the~~ Blockbuster Class B Common Stock Option ~~held~~ by ~~such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable~~ Viacom International to ~~the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate~~Blockbuster. (b) ~~Sale~~ The provisions of ~~Options~~ Section 7.01(a) hereof notwithstanding, the Blockbuster Class B Common Stock Option granted pursuant to Section 7.01(a) shall not apply and shall not be exercisable in connection with the issuance by ~~a Portfolio Upon the sale~~ Blockbuster of any ~~Option purchased~~ shares of Blockbuster Common Stock pursuant to any stock option or other executive or employee benefit or compensation plan maintained by ~~a Portfolio in accordance with subsection (a) above~~Blockbuster, so long as, from and after the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject date hereof and prior to the ~~Option~~ issuance of such shares, Blockbuster or Viacom International has repurchased from shareholders and ~~the title and~~ Blockbuster has not subsequently reissued a number of ~~such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable~~ shares equal or greater to the ~~Portfolio upon~~ number of shares to be issued in any such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificateissuance. (c) ~~Upon~~ Blockbuster hereby grants to Viacom International, on the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option terms and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as conditions set forth ~~in such Certificate~~herein, ~~and~~ a continuing right (~~B) delete~~ the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof"NONVOTING STOCK OPTION" and, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance together with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Blockbuster Class B Common Stock Option, the ~~Fund on behalf~~ "OPTIONS") to purchase from Blockbuster, at the times set forth herein, such number of shares of Nonvoting Stock as is necessary to allow the ~~Portfolio shall promptly deliver~~ Viacom International to ~~Custodian a Certificate specifying with respect~~ own 80 percent of each class of outstanding Nonvoting Stock. The exercise price for the shares of Nonvoting Stock purchased pursuant to the Nonvoting Stock Option shall be the price at which such Nonvoting Stock is then being ~~purchased: (i) that the transaction~~ sold to third parties, or, if no Nonvoting Stock is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being ~~liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove~~sold, the ~~previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund~~ fair market value thereof as determined in good faith by ~~Custodian pursuant to Section 16 of this agreement~~an independent investment advisor. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 3 contracts

Samples: Initial Public Offering and Split Off Agreement (Blockbuster Inc), Initial Public Offering and Split Off Agreement (Blockbuster Inc), Initial Public Offering and Split Off Agreement (Blockbuster Inc)

Options. (aA) ~~Purchase~~ From and after the Effective Time, all employee and director stock options to purchase shares of ~~Options by~~ Company Common Stock (each, a ~~Portfolio Upon~~ "Company Option"), which are then outstanding and unexercised, shall, without any further action on the part of the holders thereof, be converted into and become options to purchase ~~by a Portfolio~~ shares of ~~any~~ First Union Common Stock, and First Union shall assume each such Company Option in accordance with the terms of the applicable Previously Disclosed Compensation and Benefit Plans (as ~~defined below)~~hereinafter defined) and related agreements by which it is evidenced, including but not limited to the ~~Fund on behalf~~ accelerated vesting of such Company Options which shall occur in connection with and by virtue of the ~~Portfolio shall promptly deliver~~ Merger as and to the ~~Custodian a certificate signed~~ extent required by ~~an appropriate officer of~~ such Previously Disclosed Compensation and Benefit Plans; provided, however, that from and after the ~~Fund (a "Certificate") specifying with respect to each such Option:~~ Effective Time -------- ------- (i) ~~whether the~~ each such Company Option ~~is a put or call Option;~~ assumed by First Union may be exercised solely to purchase shares of First Union Common Stock, (ii) the ~~name~~ number of ~~the issuer~~ shares of ~~the securities subject~~ First Union Common Stock purchasable upon exercise of such Company Option shall be equal to the ~~Option and the title and~~ number of shares of Company Common Stock that were purchasable under such ~~securities; (iii)~~ Company Option immediately prior to the ~~expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid~~ Effective Time multiplied by the ~~Portfolio;~~ Exchange Ratio and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable rounding to the ~~Clearing Agent through whom the purchase was made; provided~~nearest whole share, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the ~~total amount payable~~ per share exercise price under each such Company Option shall be adjusted by dividing the per share exercise price of each such Company Option immediately prior to the ~~Portfolio upon such delivery~~Effective Time by the Exchange Ratio, and rounding to the nearest whole cent. ~~Upon~~ The terms of each Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization, merger, reorganization or other similar transaction with respect to First Union Common Stock on or subsequent to the ~~return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause~~ Effective Date. Notwithstanding the ~~Securities Depository or Book Entry Account to deliver~~foregoing, the ~~underlying securities as specified in~~ number of shares and the ~~Certificate for the amount~~ per share exercise price of each Company Option which is intended to be ~~received~~ an "incentive stock option" (as ~~set forth~~ defined in ~~such Certificate~~Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code. Accordingly, with respect to any incentive stock options, fractional shares shall be rounded down to the nearest whole number of shares and where necessary the per share exercise price shall be rounded up to the nearest cent. (gB) ~~Whenever~~ Prior to the Effective Time, First Union shall reserve for issuance the number of shares of First Union Common Stock necessary to satisfy First Union's obligations under Section 2.06(A). Promptly after --------------- the Effective Time, First Union shall file with the SEC a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of registration statement on an ~~Option,~~ appropriate form under the ~~Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying~~ Securities Act with respect to the ~~Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name~~ shares of ~~the issuer of the securities~~ First Union Common Stock subject to ~~such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium~~ options to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt acquire First Union Common Stock issued pursuant to ~~subsection (e~~Section 2.06(A) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Optionhereof, and ~~(B) delete~~ shall use --------------- its reasonable best efforts to maintain the current status of the prospectus contained therein, as well as comply with any applicable state securities or "blue sky laws", for so long as such ~~Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement~~options remain outstanding. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Everen Capital Corp), Merger Agreement (Everen Capital Corp)

Options. (a) ~~Purchase of Options by a Portfolio Upon the purchase by a Portfolio of any Option (as defined below), the Fund on behalf of the Portfolio shall promptly deliver~~ Prior to the ~~Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying~~ Effective Time, with respect to each ~~such Option:~~ option to purchase shares of Xenon 2 into which options to purchase shares of Xoom (~~i) whether the Option is~~ a ~~put or call Option; (ii) the name of the issuer of the securities subject~~ "XOOM OPTION"), which were granted pursuant to the Option and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent Xoom 1998 Stock Incentive Plan (the "~~Clearing Agent~~XOOM OPTION PLAN") prior to May 9, 1999, were converted (the "CONVERTED XOOM PLAN OPTIONS"), Xenon 2 shall cause the Administrator (as defined in the Xoom Option Plan) to exercise its discretion to provide, and shall take any other necessary action to provide, that each Converted Xoom Plan Option shall vest and become exercisable with respect to all shares as to which such options would otherwise have vested within 12 months following the Effective Time. ~~Upon receipt~~ With respect to each option to purchase shares of Xenon 2 into which Xoom Options, which were not granted pursuant to the Xoom Option Plan prior to May 9, 1999, were converted (the "CONVERTED XOOM NON-PLAN OPTIONS"), Xenon 2 shall take any necessary action to provide that such Converted Xoom Non-Plan Options shall to the extent provided in the award agreement evidencing such option vest and become exercisable with respect to 75% of the then unvested portion of such Converted Xoom Non-Plan Option and any portion of a ~~Clearing Agent's confirmation~~ Converted Xoom Non-Plan Option which remains unexercised upon the occurrence of the ~~purchase~~ Effective Time shall terminate upon the occurrence of the ~~Option held by such Clearing Agent for~~ Effective Time. In addition, with respect to each option to purchase shares of Xenon 2 into which Xoom Options, which were granted after May 9, 1999, were converted (the ~~account of Custodian as custodian for~~ "CONVERTED NEW XOOM OPTIONS"), Xenon 2 shall cause the ~~Portfolio~~Administrator to exercise its discretion to provide, ~~Custodian~~ and shall ~~pay the premium payable~~ take any other necessary action to ~~the Clearing Agent through whom the purchase was made; provided~~provide, that ~~such premium conforms~~ each option Converted New Xoom Option shall not immediately vest (but rather, shall vest in accordance with its stated vesting schedule) with respect to any of the ~~total premium payable as set forth in such Certificate~~shares subject thereto. Xenon 2 and Xoom acknowledge that the transaction contemplated hereby shall constitute a "Corporate Transaction" for purposes of both the Xoom Option Plan and the Converted Xoom Non-Plan Options and the Administrator, the Board of Directors of Xoom and the Board of Directors of Xenon 2 shall take all necessary action to effect the foregoing. (b) ~~Sale of Options by a Portfolio Upon~~ In the ~~sale of~~ event that any ~~Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf~~ Xoom employee incurs an excise tax under Section 4999 of the ~~Portfolio~~ Code as a result of the accelerated vesting of the Xoom Options pursuant to SECTION 6.8(A), Xenon 2 shall ~~promptly deliver to Custodian a Certificate specifying with respect~~ make available to such ~~sale:~~ employee a loan (the "TAX LOAN") in an amount sufficient to pay such excise tax. The determination of whether any such excise tax will be payable and the amount of such excise tax will be made by Xoom 2's independent auditors. The Tax Loan will (i) ~~the type~~ have a term of ~~Option (put or call);~~ two years, and (ii) bear interest at the ~~name~~ lowest permissible rate without imputation of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) aboveincome, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; compounded annually and (iii) ~~the total amount payable~~ to the ~~Portfolio~~ extent not previously forgiven become immediately due and payable upon the termination of such ~~delivery~~employee's employment with Xenon 2 and its Affiliates for cause or due to such employee's voluntary resignation. ~~Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof~~The Tax Loan, ~~Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to~~ will be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying forgiven with respect to ~~the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name~~ 1/24 of the ~~issuer~~ initial principal amount of the ~~securities subject to such Option and~~ Tax Loan (together with accrued interest thereon) on the ~~title and number~~ last day of ~~such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name~~ each 1 month anniversary of the ~~Clearing Agent to whom~~ Effective Time if the ~~premium~~ employee has remained continually employed with Xenon 2 and its Affiliates through such date or if such employee's employment with Xenon 2 and its Affiliates is ~~to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect~~ terminated without cause or due to the ~~Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove,~~ employee's death or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreementdisability. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Agreement and Plan of Contribution, Investment and Merger (General Electric Co), Agreement and Plan of Contribution, Investment and Merger (Xoom Inc)

Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall take any actions necessary, including adopting appropriate resolutions, to provide that, concurrent with the Effective Time: (a) ~~Purchase~~ each outstanding, unexpired and unexercised option to purchase Company Common Stock (the “Company Options”) granted under the stock plans of ~~Options by a Portfolio Upon~~ the ~~purchase by a Portfolio of~~ Company or under any ~~Option~~ individual consultant, employee or director agreement (~~as defined below~~the “Company Stock Plans”), whether or not then exercisable, conditioned or vested, shall fully vest and be deemed to be exercised and cancelled and each holder of a Company Option shall receive at the ~~Fund on behalf~~ Effective Time (or as soon as practicable thereafter, but in any event no later than three Business Days after the Closing Date), in consideration of the ~~Portfolio shall promptly deliver~~ deemed exercise and cancellation of such Company Option, a payment by the Surviving Corporation (or, at Parent’s option, Parent) in cash (subject to any applicable withholding or other Taxes required to be withheld by applicable Law), without interest, in an amount equal to the ~~Custodian a certificate signed by an appropriate officer~~ product of ~~the Fund~~ (a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vix) the total ~~amount payable to the Portfolio upon such sale; and (vii) the name~~ number of ~~the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery~~ shares of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities Company Common Stock subject to such ~~Call~~ Company Option (assuming such Company Option is fully vested and ~~the title~~ currently exercisable) and ~~number of such securities;~~ (iiy) the ~~expiration date; (iii)~~ excess, if any, of the ~~date of exercise and settlement; (iv)~~ Merger Consideration over the exercise price per ~~share;~~ share of Company Common Stock subject to such Company Option (vsuch amounts payable hereunder being referred to as the “Option Payments”) ~~the total amount~~ and (b) each right of any kind, contingent or accrued, to ~~be paid~~ receive shares of Company Common Stock or benefits measured by the ~~Portfolio upon such exercise;~~ value of a number of shares of Company Common Stock, and each award of any kind consisting of shares of Company Common Stock, granted under Company Stock Plans (~~vi)~~ including restricted stock, restricted stock units, deferred stock and performance awards), other than Company Options (each, a “Company Stock-Based Award”), whether or not then vested, shall vest on the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as terms set forth in the applicable Company Stock Plan and related agreements (or, if such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereofCompany-Stock Based Awards would not otherwise vest, the ~~Fund on behalf of the Portfolio~~ Company Board shall ~~deliver~~ cause such Company-Stock Based Awards to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required vest in accordance with the ~~customs prevailing among brokers in Covered Call Options~~applicable Company Stock Plan), and shall ~~impose~~be cancelled and each beneficiary of a Company Stock-Based Award providing for such beneficiary to receive shares of Company Common Stock shall, ~~or direct the Securities Depository or Book Entry Account~~ in lieu thereof, be entitled to, and shall be paid pursuant to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercisedSection 3.2, the ~~Fund~~ Merger Consideration payable pursuant to Section 3.1.1 in respect of such shares of Company Common Stock; provided, however, that the balance of any performance shares granted in 2006 and listed on ~~behalf~~ Appendix A of the ~~Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct~~ Company Disclosure Schedule which have not yet vested at the ~~Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name~~ date of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable Closing after giving effect to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as pro-ration language set forth in the 2006 Performance Share Award Agreement for such ~~Certificate. (g) Whenever a Portfolio purchases any~~ grants shall not vest and shall be canceled. At and after the Effective Time, each Company Option ~~identical~~ and each Company Stock-Based Award shall be cancelled and shall only entitle the holder thereof to ~~a previously written Covered Call Option~~ payment as described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement3.5. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Merger Agreement (Keystone Automotive Industries Inc), Agreement and Plan of Merger (LKQ Corp)

Options. ~~(a) Purchase of Options by a Portfolio Upon the purchase by a Portfolio of any Option (~~Except as ~~defined below~~set forth in Section 3.1(e), the ~~Fund on behalf~~ Company shall cause all Common Options, whether or not vested, that are outstanding immediately prior to the Effective Time, to be cancelled as of the ~~Portfolio~~ Effective Time, and in exchange therefor, the Surviving Corporation shall ~~promptly deliver~~ pay to ~~the Custodian a certificate signed by an appropriate officer~~ each Common Optionholder, in consideration of the ~~Fund (a "Certificate") specifying with respect to each~~ cancellation of such Common Option: (i) ~~whether~~ an amount in cash equal to the product of (x) the excess, if any, of (A) the Per Share Portion of the Estimated Merger Consideration over (B) the applicable exercise price per share of Company Common Stock issuable under such Common Option, multiplied by (y) the number of shares of Company Common Stock subject to such Common Option ~~is a put or call~~ (the “Exercise Number” for such Common Option) (the “Estimated Common Option Merger Consideration”); and (ii) an amount in cash equal to the ~~name~~ product of (x) the Exercise Number for such Common Option multiplied by (y) the excess, if any, of (A) the sum of the ~~issuer~~ Per Share Portion of any Additional Merger Consideration and the Per Share Portion of the ~~securities subject to~~ Estimated Merger Consideration over (B) the sum of the applicable exercise price per share of Company Common Stock issuable under such Common Option and the ~~title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name~~ amount, if any, of the ~~registered broker-dealer who is acting as the clearing agent~~ excess described in clause (i)(x) of this Section 3.1(d) (the ~~"Clearing Agent"~~“Additional Common Option Merger Consideration”). ~~Upon receipt~~ No holder of a ~~Clearing Agent's confirmation~~ Common Option that has an exercise price per share that is equal to or greater than the Per Share Portion of the ~~purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian~~ Estimated Merger Consideration shall ~~pay the premium payable~~ be entitled to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any ~~Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying~~ payment with respect to such ~~sale:~~ Common Option before or after the Effective Time and all such Common Options shall be cancelled for no consideration. All payments of (i1) Estimated Common Option Merger Consideration shall be made (without interest) no later than the ~~type of~~ next payroll payment to such Common Optionholders but in no event sooner than three (3) Business Days after the Closing Date and (2) Additional Common Option Merger Consideration shall be made (~~put or call);~~ without interest) no later than the next payroll date that is no earlier than three (ii3) ~~the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii)~~ Business Days after the date ~~of sale; (iv)~~ the ~~sales price; (v) the date of settlement; (vi) the total amount payable~~ Surviving Corporation receives any Additional Common Option Merger Connection to ~~the Portfolio upon~~ such ~~sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold~~ Common Optionholders, or, if such Common Optionholder is not employed by the ~~Clearing Agent~~ Company on such date, by check. The aggregate consideration to which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio Common Optionholders become entitled pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to this Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e3.1(d) is ~~exercised,~~ collectively referred to herein as the ~~Fund on behalf of the Portfolio~~ “Common Option Merger Consideration.” The Company shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" take all necessary actions in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of effectuate this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement3.1(d). (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Merger Agreement (Epicor Software Corp), Merger Agreement (Activant Solutions Inc /De/)

Options. At the Effective Time, each option to purchase a share of the Company Common Stock (~~a) Purchase of Options by a Portfolio Upon the purchase by a Portfolio of any Option (as defined below)~~an "Option" and, collectively, the ~~Fund on behalf~~ "Options") outstanding and unexercised as of the ~~Portfolio shall promptly deliver~~ Effective Time granted pursuant to the ~~Custodian a certificate signed by an appropriate officer~~ 1985 Incentive Stock Option Plan, the 1985 Non-Qualified Stock Option Plan, the 1995 Long Term Incentive Stock Plan, any other equity-based plans or agreements of or with the ~~Fund (a "Certificate") specifying~~ Company, any of its Subsidiaries or SRH providing for the granting of options with respect to ~~each~~ Company Common Stock (collectively, the "Company Stock Option Plans") shall be canceled, whether or not then exercisable or vested, and shall represent the right to receive the following consideration in settlement thereof. With respect to any Option which is, as of the Effective Time, vested, the Successor Corporation (or any trust that is adopted in connection with any such Company Stock Option Plan) shall pay to the optionholder thereof the excess, if any, of the Merger Consideration over such Option~~: (i) whether the Option is a put or call Option; (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the expiration date: (iv) the~~ 's exercise ~~price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent~~ price (the "~~Clearing Agent~~Option Spread")) as soon as practicable after the Effective Time. ~~Upon receipt of a Clearing Agent's confirmation~~ With respect to any Option which is not, as of the ~~purchase of~~ Effective Time, vested, the Successor Corporation (or any trust that is adopted in connection with any such Company Stock Option Plan) shall pay to the optionholder thereof the Option ~~held by~~ Spread as soon as practicable after the date when (but only if) such ~~Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made~~Option would otherwise have vested had such Option not been canceled pursuant hereto; provided, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) abovehowever, ~~the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying~~ with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold any optionholder whose employment is terminated without cause by the ~~Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to~~ Successor Corporation or any of its Subsidiaries while such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio would have been outstanding had it not been canceled pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Optionhereto, such ~~receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and~~ Option shall ~~impose, or direct the Securities Depository or Book Entry Account~~ be deemed to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund vest on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such ~~purchase; and (vii)~~ termination. At the ~~name~~ Effective Time, each option to purchase a share of the ~~Clearing Agent to whom~~ SRH Common Stock (as defined in Section 4.2) (a "SRH Option" and, collectively, the ~~premium is to be paid. Upon Custodian's payment~~ "SRH Options") outstanding and unexercised as of the ~~premium and the return and/or cancellation of any receipt issued~~ Effective Time granted pursuant to ~~subsection (e)~~ the 1989 Stock Option Plan, any other equity-based plans or agreements of ~~this Section 14~~ or with SRH or any of its Subsidiaries providing for the granting of options with respect to ~~the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall~~ SRH Common Stock (~~A) remove, or direct the Securities Depository or Book Entry Account to remove~~collectively, the ~~previously imposed restriction~~ "SRH Stock Option Plans") shall be canceled, whether or not then exercisable or vested, and shall represent the right to receive the following consideration in settlement thereof. With respect to any SRH Option which is, as of the Effective Time, vested, SRH (or any trust that is adopted in connection with any such SRH Stock Option Plan) shall pay to the optionholder thereof the excess, if any, of the Merger Consideration over such SRH Option's exercise price (the "SRH Option Spread") as soon as practicable after the Effective Time. With respect to any SRH Option which is not, as of the Effective Time, vested, SRH (or any trust that is adopted in connection with any such SRH Stock Option Plan) shall pay to the optionholder thereof the SRH Option Spread as soon as practicable after the date when (but only if) such SRH Option would otherwise have vested had such SRH Option not been canceled pursuant hereto; provided, however, with respect to any optionholder whose employment is terminated without cause by SRH or any of its Subsidiaries while such SRH Option would have been outstanding had it not been canceled pursuant hereto, such SRH Option shall be deemed to vest on the ~~securities underlying~~ date of such termination. Notwithstanding the ~~Covered Call Option~~foregoing, ~~and (B) delete such Option from statements delivered~~ no optionholder shall be entitled to any payment hereunder unless he or she delivers to Parent a consent to the ~~Fund~~ cancellation of the Option or SRH Option (as the case may be) in a form to be prescribed by ~~Custodian~~ Parent. All payments made pursuant to ~~Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of~~ this Section ~~14 or any Covered Call Option written~~ 1.6 shall be reduced by ~~a Portfolio~~ all applicable withholding taxes and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewithother similar charges. ~~(i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:~~

Appears in 2 contracts

Samples: Transaction Agreement and Plan of Merger (HSBC Holdings PLC), Transaction Agreement and Plan of Merger (Republic New York Corp)

Options. At the Effective Time, each option or warrant granted by SKAN to purchase shares of SKAN Common Stock which is outstanding and unexercised immediately prior thereto shall be converted automatically into an option to purchase shares of BSB Bancorp Common Stock in an amount and at an exercise price determined as provided below (a) Purchase of Options by a Portfolio Upon the purchase by a Portfolio of any Option (as defined below), the Fund on behalf of the Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (ii) the name of the issuer of the securities and otherwise subject to the terms of the 1995 Non-Employee Directors Warrant Plan and 1998 Non-Employee Directors Warrant Plan, the 1998 Stock Option Plan, the 1991 Long Term Incentive and Capital Accumulation Plan and the ~~title~~ 1987 Long Term Incentive and Capital Accumulation Plan (collectively, all such plans are referred to as the "SKAN Stock Plans"); (1) The number of ~~such securities; (iii) the expiration date: (iv) the exercise price; (v) the date~~ shares of ~~purchase and settlement; (vi) the premium~~ BSB Bancorp Common Stock to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the ~~Option and~~ option or warrant immediately after the ~~title and~~ Effective Time shall be equal to the product of the number of ~~such securities; (iii) the date~~ shares of ~~sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable~~ SKAN Common Stock subject to the ~~Portfolio upon~~ option or warrant immediately before the Effective Time, multiplied by the Exchange Ratio, provided that any fractional shares of BSB Bancorp Common Stock resulting from such ~~sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian~~ multiplication shall ~~consent~~ be rounded down to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolionearest share; ~~provided that the same conforms to the total amount payable as set forth in such Certificate.~~and (c2) ~~Upon~~ The exercise price per share of BSB Bancorp Common Stock under the ~~exercise by~~ option or warrant immediately after the ~~Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant~~ Effective Time shall be equal to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per ~~share; (v)~~ share of SKAN Common Stock under the ~~total amount~~ option or warrant immediately before the Effective Time divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest cent. The adjustment provided herein shall be and is intended to be ~~paid by the Portfolio upon such exercise; and (vi~~effected in a manner which is consistent with Section 424(a) ~~the name~~ of the ~~Clearing Agent through whom such Call Option was exercised~~Internal Revenue Code of 1986, as amended (the "Code"). ~~Custodian shall, upon receipt~~ The duration and other terms of the ~~securities underlying~~ option or warrant immediately after the ~~Call Option which was exercised,(A~~Effective Time shall be the same as the corresponding terms in effect immediately before the Effective Time, except that all references to SKAN or Skaneateles Bank in the SKAN Stock Plans (and the corresponding references in the option or warrant agreement documenting such option or warrant) ~~pay out of~~ shall be deemed to be references to BSB Bancorp. Nothing herein shall be construed as preventing option or warrant holders from exercising the ~~moneys held for the account of the Portfolio the total amount payable~~ same prior to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required Effective Time in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receiptsterms thereof. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Merger Agreement (BSB Bancorp Inc), Merger Agreement (Skaneateles Bancorp Inc)

Options. ~~(a) Purchase~~ For purposes of ~~Options by a Portfolio Upon~~ the ~~purchase by a Portfolio~~ vesting of any ~~Option (as defined below),~~ unvested awards previously made to Executive under the ~~Fund on behalf of~~ Edison International Equity Compensation Plan or under the Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (ii) the name of the issuer of the securities subject to the Option Edison International Management and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered brokerOfficer Long-~~dealer who is acting as the clearing agent~~ Term Incentive Compensation Plans (the "~~Clearing Agent~~Equity Plans"), Executive's employment by the Company shall be given the same effect as if Executive had remained regularly employed through the Effective Date. ~~Upon receipt of a Clearing Agent's confirmation~~ Executive and the Company agree that, as of the ~~purchase~~ Effective Date, Executive's vested options to acquire stock of the ~~Option held by such Clearing Agent for~~ Parent and vested phantom options in respect of the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable Company will be as set forth in ~~such Certificate.~~ the Schedule of Vested Options attached hereto and incorporated herein by reference (~~b) Sale of Options by a Portfolio Upon~~ the ~~sale~~ "Options"). From and after the Effective Date, the Executive shall no longer be eligible for grants of any ~~Option purchased by a Portfolio in accordance with subsection (a) above,~~ awards under the ~~Fund on behalf~~ Equity Plans or under any other long-term incentive plan of the ~~Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put~~ Company or ~~call); (ii) the name of the issuer of the securities subject to the Option~~ its Affiliates, and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable except as set forth in ~~such Certificate. (c) Upon~~ Section 3.02, all unvested awards shall terminate as of the ~~exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above~~Effective Date. On March 16, 2000, the ~~Fund~~ Company shall pay to Executive, by wire transfer in accordance with Executive's reasonable written instructions given at least forty-eight (48) hours in advance, a gross amount, before withholding, that is equal to the difference between $471.0642 per phantom share and the pertinent exercise price of such share as shown on ~~behalf~~ the Schedule of Vested Options for each vested phantom Option of the ~~Portfolio~~ Company. From and after the date hereof, Executive shall ~~promptly deliver to Custodian a Certificate specifying with~~ have no further rights or entitlements in respect to of such ~~Call Option: (i) the name~~ phantom Options or any phantom options in respect of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shallCompany, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable except as set forth in ~~such Certificate~~Section 3.02; provided that if, ~~and~~ within six (B6) ~~delete~~ months of the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) date hereof, the ~~Fund on behalf~~ Company or any Affiliate of the ~~Portfolio~~ Company consummates an exchange offer with holders of phantom options of the Company in which the stated exchange value (before interest and any contingent amounts) per phantom share for purposes of the exchange offer exceeds $471.0642 per phantom share, then, within thirty (30) days following the completion of such exchange offer, the Company shall ~~deliver~~ pay to ~~Custodian~~ Executive a ~~Certificate specifying with respect~~ gross amount, before withholding, equal to such ~~Put Option: (i)~~ excess multiplied by the ~~name~~ number of vested phantom Options of Executive shown on the Schedule of Vested Options. Following the Effective Date, Options for stock of the ~~issuer~~ Parent listed on the Schedule of Vested Options, shall remain subject to the terms of the ~~securities~~ award and the Plan under which they were granted, subject to ~~such Put Option and~~ the ~~title and number~~ provisions of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section ~~16 of this agreement~~3.02. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Employment Agreement (Edison International), Employment Agreement (Edison Mission Energy)

Options. ~~(a) Purchase of Options by a Portfolio Upon the purchase by a Portfolio of any Option (as defined below), the Fund on behalf~~ As of the ~~Portfolio shall promptly deliver~~ Redemption Date, each outstanding option to ~~the Custodian a certificate signed by~~ purchase shares of Liberty Entertainment Stock (each, an ~~appropriate officer of the Fund (a~~ "~~Certificate~~Outstanding Liberty Entertainment Option") ~~specifying~~ will be split, automatically, into two option awards: (i) an option award (an "LEI Option") to purchase the number and series of whole shares of LEI Stock which the holder would have received on the Redemption Date with respect to ~~each~~ the shares of Liberty Entertainment Stock subject to such ~~Option:~~ Outstanding Liberty Entertainment Option if the holder had exercised such Outstanding Liberty Entertainment Option immediately prior to the Redemption Date (ibut subject to any modification to the terms of such LEI Option as provided for in Section 2.4(b) ~~whether~~ of the ~~Option is~~ Merger Agreement)), with any fraction of a ~~put or call Option~~share rounded down to the nearest whole number; and (ii) an adjusted option award (an "Adjusted Liberty Entertainment Option") to purchase the ~~name~~ number and series of whole shares of Liberty Entertainment Stock which the ~~issuer of~~ holder would have retained immediately following the ~~securities subject~~ Redemption Date had the holder exercised such Outstanding Liberty Entertainment Option immediately prior to the Redemption Date, with any fraction of a share rounded down to the nearest whole number. The aggregate intrinsic value of each Outstanding Liberty Entertainment Option will be allocated between the LEI Option and the ~~title and number of such securities; (iii) the expiration date: (iv)~~ Adjusted Liberty Entertainment Option, with the exercise ~~price; (v) the date~~ price of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio each calculated in accordance with ~~subsection~~ the formula set forth on Schedule 3.3 (~~a) above,~~ with any fraction of a cent rounded up). It is the ~~Fund on behalf~~ intent of the ~~Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i)~~ formula set forth on Schedule 3.3 that the ~~type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option~~ exercise price and the ~~title and~~ number of ~~such securities; (iii) the date~~ shares of ~~sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale;~~ Liberty Entertainment Stock and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities LEI Stock subject to such ~~Call Option~~ options shall be determined in a manner consistent with the requirements of Section 424 of the Code to avoid treatment as non-qualified deferred compensation subject to Section 409A, and the ~~title and number~~ provisions of such ~~securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to~~ schedule shall be ~~paid by the Portfolio upon such exercise; and (vi) the name~~ interpreted accordingly. All other terms of the ~~Clearing Agent through whom such Call Option was exercised. Custodian shall~~LEI Options and related Adjusted Liberty Entertainment Options (including, ~~upon receipt~~ for example, the vesting terms thereof) will, in all material respects, be the same as those of the ~~securities underlying the Call Option which was exercised,(A~~corresponding Outstanding Liberty Entertainment Option, except (A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as ~~set forth in such Certificate,~~ described above and (B) ~~delete~~ that the ~~exercised Call Option from~~ options will continue to vest so long as the ~~statements delivered~~ holder provides service (whether as an employee, consultant or nonemployee director, as the case may be) to any of LMC and its Subsidiaries, LEI and its Subsidiaries and any other Person that was a Subsidiary of LMC until the capital stock of such Person was distributed to the ~~Fund pursuant~~ holders of one or more series of LMC common stock (subject to ~~Section 16~~ any acceleration of ~~this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased~~ vesting otherwise provided or permitted by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number terms of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreementaward). (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Reorganization Agreement (Liberty Entertainment, Inc.), Reorganization Agreement (Liberty Entertainment, Inc.)

Options. (ai) ~~Purchase~~ Effective as of ~~Options~~ the Start Date, the Company shall grant to the Executive an option to purchase 125,000 shares of the Company’s common stock at $27.65 per share, and as of the earlier of May 1, 2012 and the initial public offering of the Company’s common stock (provided that the Executive is still employed by ~~a Portfolio Upon~~ the ~~purchase by a Portfolio~~ Company as of ~~any Option (as defined below~~the applicable date), the ~~Fund on behalf~~ Company shall grant to the Executive an option to purchase an additional 125,000 shares of the ~~Portfolio shall promptly deliver~~ Company’s common stock at a purchase price equal to the ~~Custodian a certificate signed by an appropriate officer~~ then current fair market value of the ~~Fund~~ Company’s common stock or the initial public offering price (~~a "Certificate") specifying with respect to each such Option: (i) whether~~ the ~~Option is a put or call Option; (ii) the name of the issuer of the securities~~ “Stock Options”). The Stock Options will be subject to the Option and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as adjustment provisions set forth in ~~such Certificate.~~ the Company’s Long-Term Incentive Plan (~~b) Sale of Options by a Portfolio Upon~~ the ~~sale of any Option purchased by a Portfolio in accordance~~ “Plan”). The Executive may, with ~~subsection (a) above,~~ the ~~Fund on behalf~~ consent of the ~~Portfolio shall promptly deliver~~ Company, such consent not to ~~Custodian~~ be unreasonably withheld, assign the Stock Options for bona fide planning purposes to members of his immediate family, or to a ~~Certificate specifying with respect to such sale:~~ trustee or trustees of a trust whose vested beneficiaries then include the Executive and/or any of the Executive’s immediate family, if (iA) the ~~type of Option (put or call); (ii)~~ persons who would control the ~~name~~ Stock Options and the proposed arrangements for the control of the ~~issuer~~ Stock Options are reasonably satisfactory to the Company, including, without limitation, that any Stock Options will remain subject to all of the ~~securities subject to the Option~~ forfeiture and ~~the title~~ transfer restrictions and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as conditions set forth in ~~such Certificate. (c) Upon~~ the ~~exercise by~~ applicable Stock Option Award Agreement and in the ~~Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above~~Plan, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) ~~delete~~ the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf requirements of the ~~Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option:~~ Securities Act of 1933, as amended (ithe “Securities Act”) and any applicable state securities, blue sky or other laws are met, and the Executive and the transferee acknowledge that (x) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon Executive remains responsible for any tax liabilities associated with the exercise of the ~~Put Option~~ Stock Options and (Ay) the Company will not take on any role or liability whatsoever with respect to any transferee other than the obligation to deliver ~~or cause the Securities Depository or Book Entry Account to deliver, out~~ shares of the ~~account~~ Company’s common stock under the applicable Stock Option Award Agreement as if the Stock Options were still held by the Executive. (ii) The Stock Options shall vest in three equal annual installments on the first, second and third anniversaries of the ~~Portfolio to which such Put Option was allocated~~applicable grant date (each, a “Vesting Date”), provided in each case that the ~~securities which were~~ Executive is employed by the Company on the applicable Vesting Date. The Stock Options shall have a ten-year term (subject to ~~such Put Option; provided that~~ earlier termination upon termination of employment as described herein and in the ~~same conforms~~ applicable option agreement) and shall be subject to the ~~amount payable to~~ terms and conditions of the ~~Portfolio as~~ Company’s Long-Term Incentive Plan and option agreements, all of which shall be consistent with the Executive’s rights set forth in ~~such Certificate, and (B) delete~~ this Section 3(c). The Executive may receive additional stock option or other equity compensation grants in the ~~exercised Put Option from~~ future in the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf sole discretion of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receiptsCompany’s Compensation Committee. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Employment Agreement (Sunshine Silver Mining & Refining Corp), Employment Agreement (Sunshine Silver Mining & Refining Corp)

Options. Schedule 2.8 of the Camco Disclosure Schedules (adefined hereafter) ~~Purchase~~ sets forth all of ~~Options by a Portfolio~~ the Camco stock option plans (“Camco Option Plans”) and all grantees holding unexercised and unexpired options to acquire Camco Common Stock (“Camco Options”) as of the date of this Agreement (“Camco Optionholder”), including the name of each such Camco Optionholder, the date on which each Camco Option was granted, the expiration date of each Camco Option, the price at which each Camco Option may be exercised under the Camco Option Plans, the number of shares of Camco Common Stock subject to each Camco Option and the status of the Camco Option grant as qualified or non-qualified under Section 422 of the Code. Upon the Effective Date, each Camco Option which is then outstanding shall cease to represent a right to acquire shares of Camco Common Stock and shall be converted automatically into an option to purchase ~~by a Portfolio~~ shares of ~~any Option (as defined below)~~First Place Common Stock, and First Place shall assume each such Camco Option, in accordance with the ~~Fund on behalf~~ terms of the ~~Portfolio shall promptly deliver to~~ Camco Stock Option Plans and stock option or other agreement by which it is evidenced, except that from and after the ~~Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying with respect to each such Option:~~ Effective Time, (i) ~~whether~~ First Place and the Compensation Committee of its Board of Directors shall be substituted for Camco and the committee of the Board of Directors of Camco (including, if applicable, the entire Board of Directors of Camco) administering such Camco Option ~~is a put or call Option;~~ Plans, (ii) ~~the name~~ each Camco Option assumed by First Place may be exercised solely for shares of ~~the issuer of the securities subject to the Option and the title and number of such securities;~~ First Place Common Stock, (iii) the ~~expiration date:~~ number of shares of First Place Common Stock subject to such Camco Option shall be equal to the number of shares of Camco Common Stock subject to such Camco Option immediately prior to the Effective Time multiplied by the Exchange Ratio (as may be adjusted), provided that any fractional shares of First Place Common Stock resulting from such multiplication shall be rounded down to the nearest share, and (iv) the per share exercise ~~price; (v)~~ price under each such Camco Option shall be adjusted by dividing the ~~date of purchase and settlement; (vi) the premium to be paid~~ per share exercise price under each such Camco Option by the ~~Portfolio;~~ Exchange Ratio (as may be adjusted), provided that such exercise price shall be rounded up to the nearest cent. Notwithstanding clauses (iii) and (~~vii~~iv) ~~the name~~ of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfoliopreceding sentence, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) each Camco Option shall be adjusted in compliance with Section 409A of the ~~type of Option (put or call);~~ Code, and the regulations promulgated thereunder, and (ii) ~~the name~~ each Camco Option which is an “incentive stock option” shall be adjusted as required by Section 424 of the ~~issuer~~ Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the ~~securities subject to~~ option within the ~~Option and the title and number~~ meaning of ~~such securities; (iii~~Section 424(h) ~~the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name~~ of the ~~Clearing Agent through whom~~ Code. First Place and Camco agree to take all necessary steps to effect the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) foregoing provisions of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement2.8. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Merger Agreement (First Place Financial Corp /De/), Merger Agreement (Camco Financial Corp)

Options. ~~(a) Purchase of~~ All outstanding RedChip Options ~~by a Portfolio Upon the purchase by a Portfolio of any Option (~~as ~~defined below), the Fund on behalf~~ of the ~~Portfolio shall promptly deliver~~ date of this Agreement are set forth on Schedule 2.6(c) attached hereto. Each outstanding RedChip Option granted under the RedChip Stock Option Plan shall, in accordance with the terms of the RedChip Stock Option Plan, at the Effective Time, become fully vested and exercisable at the exercise price and for the number of shares of RedChip Stock set forth in the respective RedChip Stock Option Agreements under which they were granted. Any shares of RedChip Stock for which such RedChip Options are exercised prior to the ~~Custodian a certificate signed~~ Effective Time shall be deemed to be issued and outstanding immediately prior to the Effective Time, even if certificates evidencing such RedChip Stock have not been issued by ~~an appropriate officer~~ RedChip and, at the Effective Time, such shares of RedChip Stock shall be converted into Merger Shares in accordance with Section 2.6 hereof, subject to the ~~Fund~~ provisions of Section 2.6(h) hereof, related to fractional shares. Except to the extent exercised prior to the Effective Time as provided in the foregoing sentence, at the Effective Time, each outstanding RedChip Option shall terminate and shall cease to represent the right to acquire shares of RedChip Stock. FRT shall grant to each holder of RedChip Options who did not exercise his or her RedChip Options prior to the Effective Time (a and which were terminated at the Effective Time) options (the "~~Certificate~~Substitute Options") ~~specifying with respect~~ to ~~each~~ purchase the number of shares of FRT Stock as the holder of such ~~Option~~RedChip Options would have been entitled to receive pursuant to the Merger had such holder exercised such RedChip Options in full immediately prior to the Effective Time, at a price per share equal to the result of multiplying the per share exercise price of such RedChip Option by the Exchange Ratio (rounded to the nearest full cent). The Substitute Options shall vest as follows: (i) ~~whether~~ for the ~~Option is a put or call Option;~~ RedChip Options which were vested immediately prior to the Effective Time (without regard to the acceleration of vesting due to the Merger), the Substitute Options shall be immediately exercisable at the time of grant and (ii) for the ~~name~~ RedChip Options which were unvested immediately prior to the Effective Time (without regard to the acceleration of vesting due to the Merger), the Substitute Options shall vest over the shorter period of (x) the two year period beginning at the Effective Time and (y) the vesting schedule of the ~~issuer~~ original RedChip Options (without regard to any acceleration thereof). Notwithstanding the foregoing, the number of ~~the securities subject to the Option~~ and the ~~title and number~~ per share exercise price of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who each RedChip Option which is ~~acting as the clearing agent (the~~ an "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option incentive stock option" (as defined ~~below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf~~ in Section 422 of the ~~Portfolio~~ Code) shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required adjusted in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf requirements of Section 424 of the ~~Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver~~Code, ~~or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to~~ as necessary in order for such ~~Covered Call~~ RedChip Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be ~~delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof~~an "incentive stock option." Accordingly, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to any incentive stock options, fractional shares of FRT Stock shall be rounded down to the ~~Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and~~ nearest whole number of ~~such securities; (iii)~~ shares and, where necessary, the per share exercise ~~price; (iv) the premium to~~ price shall be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect rounded up to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreementnearest cent. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Merger Agreement (Freerealtime Com Inc), Merger Agreement (Freerealtime Com Inc)

Options. (a) ~~Purchase~~ At the Effective Time, each option granted by Subject Company to purchase shares of ~~Options by~~ Subject Company Common Stock (each a ~~Portfolio Upon~~ "Subject Company Option") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Subject Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below (and otherwise subject to the ~~purchase by a Portfolio~~ terms of ~~any Option~~ the Subject Company 1995 Performance Stock Plan, the Subject Company 1991 Performance Stock Plan (as ~~defined below~~amended), the ~~Fund on behalf~~ Subject Company 1988 Performance Stock Plan (as amended), the Subject Company 1983 Performance Stock Plan (as amended), the Subject Company Performance Stock Plan of 1980 (as amended and restated) and the Subject Company 1991 Director Option Plan (as amended and restated), as the case may be (collectively, the "Subject Company Stock Option Plans"), and the agreements evidencing grants thereunder, including, but not limited to, the accelerated vesting of such options which shall occur in connection with and by virtue of the ~~Portfolio shall promptly deliver~~ Merger as and to the ~~Custodian a certificate signed~~ extent required by ~~an appropriate officer of the Fund~~ such plans and agreements)): (~~a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (ii~~1) the ~~name~~ number of ~~the issuer~~ shares of ~~the securities~~ Parent Common Stock to be subject to the ~~Option and~~ new option shall be equal to the ~~title and~~ product of the number of ~~such securities; (iii) the expiration date: (iv) the exercise price; (v) the date~~ shares of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities Subject Company Common Stock subject to the ~~Option~~ original option and the ~~title and number~~ Common Exchange Ratio, provided that any fractional shares of Parent Common Stock resulting from such ~~securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable~~ multiplication shall be rounded down to the ~~Portfolio upon such sale~~nearest share; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate.and (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv2) the exercise price per ~~share; (v)~~ share of Parent Common Stock under the ~~total amount~~ new option shall be equal to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per ~~share; (v)~~ share of Subject Company Common Stock under the ~~total amount to~~ original option divided by the Common Exchange Ratio, provided that such exercise price shall be ~~paid~~ rounded up to the ~~Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised~~nearest cent. ~~Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account~~ The adjustment provided herein with respect to ~~deliver, out of the account of the Portfolio to~~ any options which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option are "incentive stock options" (as defined ~~below) with respect to securities held by Custodian hereunder, the Fund on behalf~~ in Section 422 of the ~~Portfolio~~ Internal Revenue Code of 1986, as amended (the "Code")) shall ~~promptly deliver~~ be and is intended to ~~Custodian~~ be effected in a ~~Certificate specifying~~ manner which is consistent with ~~respect to such Covered Call Option: (i~~Section 424(a) ~~the name~~ of the ~~issuer~~ Code and, to the extent it is not so consistent, such Section 424(a) shall override anything to the contrary contained herein. The duration and other terms of the ~~securities~~ new option shall be the same as the original option (subject to ~~such Covered Call Option and the title and number of such securities; (ii~~Section 6.7(b) ~~the expiration date; (iii~~hereof) ~~the exercise price; (iv) the premium~~ except that all references to Subject Company shall be deemed to be ~~received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is~~ references to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receiptsParent. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Merger Agreement (First Interstate Bancorp /De/), Merger Agreement (First Interstate Bancorp /De/)

Options. (a) ~~Purchase of Options by a Portfolio Upon~~ At the ~~purchase by a Portfolio of any Option (~~Effective Time, Parent shall assume the Company Stock Plans as ~~defined below)~~well as the rights, ~~the Fund on behalf~~ duties and obligations of the ~~Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying~~ Company with respect to ~~each such Option: (i) whether~~ the ~~Option is a put or call Option; (ii) the name of the issuer of the securities subject to the Option and the title and number~~ administration of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificateplans. (b) ~~Sale~~ At the Effective Time, each option granted by the Company to purchase shares of ~~Options~~ Company Common Stock (each, a“Company Option”) which is outstanding and unexercised immediately prior thereto, whether vested or unvested, shall cease to represent a right to acquire shares of Company Common Stock and shall be assumed and shall be converted into an option to acquire, on the same terms and conditions as were applicable to the original Company Option, that number of shares of Parent Common Stock determined by multiplying the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time by the Exchange Ratio, rounded down to the nearest whole share of Company Common Stock, at a ~~Portfolio Upon~~ price per share (rounded up the ~~sale~~ nearest one-hundredth of a cent) equal to the per share exercise price specified in such Company Option divided by the Exchange Ratio; provided, however, that in the case of any Company Option ~~purchased~~ to which Section 421 of the Code applies by ~~a Portfolio in accordance with subsection (a) above~~reason of its qualification under Section 422 of the Code, the ~~Fund on behalf~~ option price, the number of shares subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the ~~Portfolio shall promptly deliver~~ Code. The parties will make good faith efforts to ~~Custodian a Certificate specifying~~ make equitable adjustments to ensure that the conversions of Company Options contemplated by this Section 3.4(b) comply with ~~respect to such sale: (i) the type of Option (put or call); (ii) the name~~ Section 409A of the ~~issuer of the securities subject~~ Code. Prior to the ~~Option and~~ Effective Time, Parent shall reserve for issuance the ~~title and~~ number of ~~such securities; (iii) the date~~ shares of ~~sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable~~ Parent Common Stock necessary to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificatesatisfy Parent’s obligations under this Section 3.4. (c) ~~Upon~~ On the ~~exercise by~~ same day as the ~~Portfolio~~ Effective Time (if it has not done so prior thereto), Parent shall prepare and file with the SEC a registration statement on Form S-8 to register the sale of ~~any Call Option (as defined below) purchased by the Portfolio~~ shares of Parent Common Stock issuable pursuant to ~~subsection (a) above~~the Company Options assumed by Parent pursuant to Section 3.4(a), and Parent shall cause such registration statement to become and remain effective until the ~~Fund on behalf~~ earlier of ~~the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option:~~ (i) the ~~name of the issuer of the securities subject to~~ date on which all such ~~Call Option~~ assumed Company Options are no longer outstanding and ~~the title and number of such securities;~~ (ii) the ~~expiration date; (iii) the~~ date on which all such shares of ~~exercise and settlement; (iv) the exercise price per share; (v) the total amount~~ Parent Common Stock issuable pursuant to ~~be paid by the Portfolio upon~~ all such ~~exercise; and (vi) the name~~ assumed Company Options are tradable without restriction as to volume pursuant to Rule 144 of the ~~Clearing Agent through whom such Call Option was exercised~~Securities Act. ~~Custodian shall~~In addition, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio Parent shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions take further actions as may be ~~required by~~ reasonably necessary to include under such ~~receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf~~ registration statement all shares of Parent Common Stock issuable pursuant to all such assumed Company Options of those persons who are directors of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable Company immediately prior to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such CertificateEffective Time. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (Walt Disney Co/)

Options. ~~(a) Purchase of Options by a Portfolio Upon~~ Conectiv shall take all action reasonably necessary so that, immediately prior to the ~~purchase by a Portfolio of any~~ Effective Time, each outstanding stock option issued under the Conectiv Stock Option (Plan shall become vested and exercisable as ~~defined below), the Fund on behalf~~ of the ~~Portfolio shall promptly deliver to~~ Effective Time and shall, at the ~~Custodian a certificate signed by an appropriate officer~~ election of the ~~Fund (a "Certificate") specifying with respect to each such Option:~~ holder thereof, be either (i) ~~whether~~ canceled and the ~~Option is a put~~ holder thereof shall be entitled to receive at the Effective Time from Conectiv or ~~call Option;~~ as soon as practicable thereafter (iibut in no event later than 10 days after the Effective Time) from HoldCo or Surviving Corporation B in consideration for such stock option an amount in cash equal to (A) the ~~name~~ excess, if any, of the ~~issuer of the securities subject to the Option and the title and number of such securities; (iii~~Conectiv Common Stock Cash Consideration under Section 1.8(b)(ii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) over the exercise price per ~~share; (v) the total amount~~ share previously subject to ~~be paid~~ such stock option, less any required withholding taxes, multiplied by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) ~~delete~~ the ~~exercised Call Option from the statements delivered to the Fund pursuant to Section 16~~ number of ~~this agreement. (d) Upon the exercise by a Portfolio~~ shares of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities Conectiv Common Stock subject to such ~~Put Option and the title and number of such securities;~~ stock option, or (ii) converted into an option to purchase a number of shares of HoldCo Common Stock (a "Converted Option") equal to the ~~expiration date;~~ product of the number of shares of Conectiv Common Stock subject to such stock option and the number of shares of HoldCo Common Stock equal to the Conectiv Common Stock Exchange Ratio under Section 1.8(b)(ii) (~~iii)~~ provided that any fractional share resulting from such multiplication shall be rounded up or down to the ~~date~~ nearest whole share). The terms and conditions of ~~exercise~~ the Converted Option shall remain the same as the terms and ~~settlement; (iv)~~ conditions of the related stock option of Conectiv, except that the exercise price per ~~share; (v)~~ share of each Converted Option shall equal the ~~total amount to be paid~~ exercise price per share of such stock option divided by the number of shares of HoldCo Common Stock equal to the ~~Portfolio~~ Conectiv Common Stock Exchange Ratio under Section 1.8(b)(ii) (provided that such exercise price shall be rounded down to the nearest whole cent). HoldCo shall take all corporate action necessary to reserve for issuance a sufficient number of shares of HoldCo Common Stock for delivery upon ~~such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the~~ exercise of the ~~Put Option (A) deliver or~~ Converted Options. HoldCo shall use its best efforts to cause the ~~Securities Depository or Book Entry Account to deliver, out~~ registration of the ~~account~~ shares of HoldCo Common Stock subject to the Converted Options to become effective as part of the ~~Portfolio to which such Put Option was allocated~~Form S-4, ~~the securities which were subject to such Put Option; provided that~~ or on the same ~~conforms to~~ date as the ~~amount payable to the Portfolio as set forth in such Certificate~~Form S-4 is declared effective; and, ~~and (B) delete the exercised Put Option from the~~ thereafter, HoldCo shall file one or more registration statements ~~to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below)~~ on appropriate forms with respect to shares of HoldCo Common Stock subject to the Converted Options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements for so long as the Converted Options remain outstanding. Conectiv and HoldCo shall take all such steps as may be required to cause the transactions contemplated by this Section 5.6 and any other dispositions of Conectiv equity securities ~~held~~ (including derivative securities) or acquisitions of HoldCo equity securities (including derivative securities) in connection with this Agreement by ~~Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option:~~ each individual who (i) ~~the name~~ is a director or officer of ~~the issuer of the securities subject to such Covered Call Option and the title and number of such securities;~~ Conectiv or (ii) at the ~~expiration date; (iii)~~ Effective Time will become a director or officer of HoldCo to become exempt under Rule 16b-3 promulgated under the ~~exercise price; (iv)~~ Exchange Act. As soon as practicable after the ~~premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian~~ Effective Time, HoldCo shall deliver or cause to be ~~delivered, in exchange for receipt~~ delivered to each holder of Converted Options an appropriate notice setting forth such holder's rights pursuant to the ~~premium specified in~~ Conectiv Stock Option Plan and agreements evidencing the ~~Certificate with respect to~~ grants of such ~~Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call~~ Converted Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable after giving effect to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificatetransactions hereunder. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Merger Agreement (Potomac Electric Power Co), Merger Agreement (Conectiv)

Options. (a) ~~Purchase~~ At the Effective Time, all employee and director stock options to purchase shares of ~~Options by~~ KSB Common Stock (each, a ~~Portfolio Upon~~ KSB Stock Option ), which are then outstanding and unexercised, shall cease to represent a right to acquire shares of KSB Common Stock, and shall be converted automatically into options to purchase shares of Camden Common Stock, and Camden shall assume each such KSB Stock Option subject to the ~~purchase by a Portfolio~~ terms of any of the stock option plans listed under Stock Plans in Section 3.7 of KSB s Disclosure Schedule (collectively, the KSB Stock Option ~~(as defined below~~Plans ), and the ~~Fund on behalf of~~ agreements evidencing grants thereunder; provided, however, that from and after the ~~Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying with respect to each such Option:~~ Effective Time, (i) ~~whether~~ the number of shares of Camden Common Stock purchasable upon exercise of any such KSB Stock Option ~~is a put or call Option;~~ shall be equal to the number of shares of KSB Common Stock that were purchasable under such KSB Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounding to the nearest whole share (with .5 being rounded up), and (ii) the ~~name~~ per share exercise price under each such KSB Stock Option shall be adjusted by dividing the per share exercise price of each such KSB Stock Option by the Exchange Ratio, rounding to the nearest cent. The terms of each KSB Stock Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction with respect to Camden Common Stock on or subsequent to the Effective Date. Notwithstanding the foregoing, the number of shares and the per share exercise price of each KSB Stock Option which is intended to be an incentive stock option (as defined in Section 422 of the ~~issuer~~ Code) shall be adjusted in accordance with the requirements of Section 424(a) of the ~~securities subject~~ Code. Accordingly, with respect to any incentive stock options, fractional shares shall be rounded down to the ~~Option and the title and~~ nearest whole number of ~~such securities; (iii)~~ shares and where necessary the ~~expiration date: (iv) the~~ per share exercise ~~price; (v) the date of purchase and settlement; (vi) the premium to~~ price shall be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable rounded up to the ~~Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate~~nearest cent. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put At or ~~call); (ii) the name of the issuer of the securities subject~~ prior to the ~~Option and~~ Effective Time, Camden shall reserve for issuance the ~~title and~~ number of ~~such securities; (iii)~~ shares of Camden Common Stock necessary to satisfy Camden s obligations under Section 3.7(a). At the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable Effective Time, or as ~~set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (~~soon as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificatepracticable thereafter, and ~~(B) delete~~ in any event within fifteen business days thereafter, Camden shall file with the ~~exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by~~ SEC a ~~Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund~~ registration statement on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver Form S-8 or ~~cause~~ other appropriate form under the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying Act with respect to the ~~Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name~~ shares of ~~the issuer of the securities~~ Camden Common Stock subject to ~~such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium~~ options to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt acquire Camden Common Stock issued pursuant to ~~subsection (e~~Section 3.7(a) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Optionhereof, and ~~(B) delete~~ shall use its best efforts to maintain the current status of the prospectus contained therein, as well as comply with any applicable state securities or blue sky laws, for so long as such ~~Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement~~options remain outstanding. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Merger Agreement (Camden National Corp), Merger Agreement (Camden National Corp)

Options. At the Effective Time, each option granted by Edify to purchase shares of Edify Common Stock which is outstanding and unexercised immediately prior thereto, whether or not vested, shall be converted automatically into an option to purchase shares of S1 Common Stock in an amount and at an exercise price determined as provided below (~~a) Purchase~~ and otherwise subject to the terms of ~~Options by a Portfolio Upon~~ the ~~purchase by a Portfolio of any Option~~ 1996 Equity Incentive Plan (~~as defined below~~the "1996 Equity Plan"), the ~~Fund on behalf~~ 1996 Directors Stock Option Plan (the "Directors Plan"), or the 1990 Stock Option Plan (the "1990 Option Plan"), as the case may be, (the 1996 Equity Plan, the Directors Plan and the 1990 Option Plan, collectively, the "Edify Stock Plans")): (1) The number of ~~the Portfolio shall promptly deliver~~ shares of S1 Common Stock to the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (ii) the name of the issuer of the securities be subject to the ~~Option and~~ option immediately after the ~~title and~~ Effective Time shall be equal to the product of the number of shares of Edify Common Stock subject to the option immediately before the Effective Time, multiplied by the Exchange Ratio, provided that any fractional shares of S1 Common Stock resulting from such ~~securities~~multiplication shall be rounded down to the nearest share; and (~~iii~~2) The exercise price per share of S1 Common Stock under the ~~expiration date: (iv)~~ option immediately after the Effective Time shall be equal to the exercise ~~price; (v)~~ price per share of Edify Common Stock under the ~~date of purchase~~ option immediately before the Effective Time divided by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent. The adjustment provided herein shall be and ~~settlement; (vi) the premium~~ is intended to be ~~paid by the Portfolio; and (vii~~effected in a manner which is consistent with Section 424(a) ~~the name~~ of the ~~registered broker-dealer who is acting~~ Internal Revenue Code of 1986, as ~~the clearing agent~~ amended (the "~~Clearing Agent~~Code"). ~~Upon receipt of a Clearing Agent's confirmation~~ The duration, vesting schedule, exercisability and other terms of the ~~purchase of~~ option immediately after the ~~Option held by~~ Effective Time shall be the same as the corresponding terms in effect immediately before the Effective Time, except that all references to Edify in the Edify Stock Plans (and the corresponding references in the option agreement documenting such ~~Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian~~ option) shall ~~pay the premium payable~~ be deemed to ~~the Clearing Agent through whom the purchase was made; provided, that such premium conforms~~ be references to ~~the total premium payable~~ S1. Except as set forth in ~~such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf~~ Section 1.6 of the ~~Portfolio~~ Edify Disclosure Schedule, vesting of stock options under the Edify stock plans shall ~~promptly deliver to Custodian~~ not be accelerated as a ~~Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name~~ result of the ~~issuer~~ Merger. Continuous employment with Edify or its subsidiaries shall be credited to the optionee for purposes of determining the vesting of all assumed Edify options after the Effective Time. It is intended that Edify options assumed by S1 shall qualify following the Effective Time as incentive stock options are defined in Section 422 of the ~~securities subject~~ Code to the ~~Option~~ extent such options qualified as such prior to the Effective Time and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) provisions of this Section 14 1.6 shall be applied consistently with ~~respect~~ such intent. As soon as reasonably practicable, but in no event more than 30 days after the Effective Time, S1 will issue to each holder of an assumed option notice of the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete foregoing assumption by S1 of such ~~Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement~~Edify option. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Merger Agreement (Security First Technologies Corp), Merger Agreement (Edify Corp)

Options. (a) ~~Purchase of Options by a Portfolio Upon~~ The Lessee has the ~~purchase by a Portfolio of any Option (as defined below),~~ option to make advance rental payments for deposit in the ~~Fund on behalf~~ Redemption Account of the ~~Portfolio~~ Bond Fund to effect the retirement of the Bonds in whole or the redemption in whole or in part of the Bonds, all in accordance with the terms of the Indenture; provided, however, that no partial redemption of the Bonds may be effected through advance rental payments hereunder if there shall ~~promptly deliver~~ exist and be continuing an Event of Default. The Lessee shall exercise its option to make such advance rental payments by delivering a written notice of an Authorized Representative of the Lessee to the ~~Custodian~~ Trustee in accordance with the Indenture, with a ~~certificate signed by an appropriate officer~~ copy to the Agency, at least twenty (20) days prior to the date upon which the Trustee is to mail notice of ~~the Fund (a "Certificate") specifying with respect~~ redemption to ~~each such Option:~~ Bondholders, setting forth (i) ~~whether~~ the ~~Option is a put or call Option;~~ amount of the advance rental payment, (ii) the ~~name~~ principal amount of ~~the issuer of the securities subject~~ Bonds Outstanding requested to ~~the Option and the title and number~~ be redeemed with such advance rental payment (which principal amount shall be in such minimum amount or integral multiple of such ~~securities;~~ amount as shall be permitted in the Indenture), and (iii) the ~~expiration date: (iv)~~ date on which such principal amount of Bonds are to be redeemed. Such advance rental payment shall be paid to the ~~exercise price; (v)~~ Trustee in legal tender on or before the redemption date and shall be an amount which, when added to the amount on deposit in the Bond Fund and available therefor, will be sufficient to pay the Redemption Price of the Bonds to be redeemed, together with interest to accrue to the date of ~~purchase~~ redemption and ~~settlement; (vi)~~ all expenses of the ~~premium~~ Agency, the Bond Registrar, the Trustee and the Paying Agents in connection with such redemption. In the event the Bonds are to be ~~paid by~~ redeemed in whole or otherwise retired, the ~~Portfolio;~~ Lessee shall further pay on or before such redemption date, in legal tender, to the Agency, the Trustee, the Bond Registrar and the Paying Agents, as the case may be, all fees and expenses owed such party or any other party entitled thereto under this Agreement or the Indenture together with (i) all other amounts due and payable under this Agreement and the other Security Documents, and (~~vii~~ii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable any amounts required to be rebated to the ~~Clearing Agent through whom the purchase was made; provided, that such premium conforms~~ Federal government pursuant to the ~~total premium payable as set forth in such~~ Indenture or the Tax Certificate. (b) ~~Sale of Options by a Portfolio Upon~~ The Lessee shall have the ~~sale of~~ option to terminate the Agency's leasehold interest in the Facility commencing on that date upon which the Bonds may first optionally be redeemed in whole and on any ~~Option purchased by a Portfolio~~ date thereafter permitted therefor as provided in ~~accordance with subsection (a) above,~~ the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such CertificateIndenture. (c) ~~Upon~~ The Lessee shall also have the ~~exercise by~~ option to terminate the ~~Portfolio~~ Agency's leasehold interest in the Facility on any date during the term of this Agreement within ninety (90) days of the occurrence of any ~~Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf~~ of the ~~Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option:~~ following events: (i) The Facility shall have been damaged or destroyed to such extent that as evidenced by a certificate of an Independent Engineer filed with the ~~name~~ Agency and the Trustee (A) the Facility cannot be reasonably restored within a period of one year from the date of such damage or destruction to the condition thereof immediately preceding such damage or destruction, (B) the Lessee is thereby prevented or likely to be prevented from carrying on its normal operation of the ~~issuer~~ Facility for a period of one year from the date of such damage or destruction, or (C) the restoration cost of the ~~securities subject to such Call Option and~~ Facility would exceed the ~~title and number~~ total amount of all insurance proceeds, including any deductible amount, in respect of such ~~securities~~damage or destruction; or (ii) Title to, or the ~~expiration date~~temporary use of, all or substantially all of the Facility shall have been taken or condemned by a competent authority which taking or condemnation results, or is likely to result, in the Lessee being thereby prevented or likely to be prevented from carrying on its normal operation of the Facility for a period of one year from the date of such taking or condemnation, as evidenced by a certificate of an Independent Engineer filed with the Agency and the Trustee; or (iii) As a result of changes in the ~~date~~ Constitution of ~~exercise and settlement; (iv)~~ the ~~exercise price per share; (v)~~ United States of America or of the ~~total amount to be paid~~ State or of legislative or executive action of the State or any political subdivision thereof or of the United States of America or by final decree or judgment of any court after the contest thereof by the ~~Portfolio upon such exercise;~~ Lessee, this Agreement becomes void or unenforceable or impossible of performance in accordance with the intent and ~~(vi) the name~~ purpose of the ~~Clearing Agent through whom such Call Option was exercised. Custodian shall,~~ parties as expressed herein or unreasonable burdens or excessive liabilities are imposed upon ~~receipt~~ the Lessee by reason of the ~~securities underlying the Call Option which was exercised,(A) pay out~~ operation of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreementFacility. (d) ~~Upon~~ The Lessee, in terminating the Agency's leasehold interest in the Facility pursuant to Section 8.1(c) hereof, shall file with the Agency and the Trustee the certificate prescribed by Section 8.1(c) (i) or (ii) hereof together with a certificate of an Authorized Representative of the Lessee stating that, as a result of the occurrence of the event giving rise to the exercise ~~by a Portfolio~~ of ~~any Put Option (as defined below~~such option to terminate the Agency's leasehold interest in the Facility, the Lessee has discontinued, or at the earliest practicable date will discontinue, the operation of the Facility for its intended purposes, and in the case of Section 8.1(b) ~~purchased by the Portfolio pursuant to subsection (a~~or 8.1(c) hereof, the Lessee shall pay to the Trustee as the purchase price, in legal tender, advance rental payments, for deposit in the Bond Fund ~~on behalf~~ (if payment in full of the ~~Portfolio shall deliver~~ principal of or the Redemption Price, if any, as the case may be, of, and interest on, all the Outstanding Bonds, and the interest thereon at maturity or upon earlier redemption has not yet been made) equal to ~~Custodian a Certificate specifying with respect to such Put Option:~~ the sum of the following: (i) an amount which, when added to the ~~name~~ amount on deposit in the Bond Fund and available therefor, will be sufficient to pay, retire and redeem the Outstanding Bonds in accordance with the provisions of the ~~issuer~~ Indenture, including, without limitation, the principal of or the ~~securities subject~~ Redemption Price (as the case may be) of, together with interest to ~~such Put Option and~~ maturity or redemption date (as the ~~title and number of such securities;~~ case may be) on, the Outstanding Bonds; (ii) expenses of redemption, the ~~expiration date;~~ fees and expenses of the Agency, the Trustee, the Bond Registrar and the Paying Agents and all other amounts due and payable under this Agreement and the Indenture; (iii) any amounts required to be rebated to the ~~date of exercise and settlement~~Federal government pursuant to the Indenture or the Tax Certificate; and (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreementone dollar. (e) ~~Whenever a Portfolio writes a Covered Call Option~~ Upon the payment in full of the principal of and interest on the Outstanding Bonds (~~as defined below) with respect to securities held by Custodian hereunder~~whether at maturity or earlier redemption), the ~~Fund on behalf~~ Lessee shall have the option to terminate the Agency's leasehold interest in the Facility and shall exercise such option by (1) delivering to the Agency prior written notice of an Authorized Representative of the ~~Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option:~~ Lessee no more than thirty (i30) days after the ~~name~~ payment in full of the ~~issuer~~ Bonds of the ~~securities subject~~ exercise of such option to purchase, which notice shall set forth a requested closing date for the purchase of the Facility which shall be not later than sixty (60) days after the payment in full of the Bonds, and (2) paying on such ~~Covered Call Option~~ closing date a purchase price equal to the sum of one dollar, the fees and expenses of the Agency, the Trustee, the Bond Registrar and the ~~title~~ Paying Agents and ~~number of such securities; (ii)~~ all other amounts due and payable under this Agreement or the ~~expiration date; (iii) the exercise price; (iv) the premium~~ Indenture, together with any amounts required to be ~~received by~~ rebated to the ~~Portfolio; (v)~~ Federal government pursuant to the ~~date such Covered Call Option was written; and (vi)~~ Indenture or the ~~name~~ Tax Certificate. Upon the written request of the ~~Clearing Agent through whom~~ Lessee, the ~~premium is to be received. Custodian shall deliver~~ Agency may approve the extension or ~~cause to be delivered, in exchange for receipt~~ waiver of any of the ~~premium specified~~ time periods set forth in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receiptsthis paragraph. (f) ~~Whenever Covered Call Option written by~~ The Lessee shall not, at any time, assign or transfer its option to purchase the Facility as contained in this Section 8.1 separate and apart from a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) permitted assignment of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian Agreement pursuant to Section 16 9.3 hereof without the prior written consent of ~~this agreement~~the Agency and the Trustee. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Lease Agreement (Keyspan Corp), Lease Agreement (Keyspan Corp)

Options. (a) ~~Purchase~~ As of ~~Options~~ the Effective Time, all options to purchase Raptor Shares issued by ~~a Portfolio Upon~~ Raptor pursuant to its 1995 Stock Option and Grant Plan, as amended and restated (the ~~purchase by a Portfolio of any~~ "Raptor Stock Option ~~(as defined below~~Plan"), ~~the Fund on behalf of the Portfolio shall promptly deliver~~ or pursuant to the ~~Custodian a certificate signed~~ resolution of Raptor's Board of Directors or the Compensation Committee thereof ("Options"), whether vested, unvested or subject to repurchase by Raptor following such exercise, which are outstanding and not exercised immediately prior to the Effective Time, shall be exchanged for options for Axent Common Stock to be issued by Axent. Axent and Raptor shall enter into the Stock Option Exchange Agreement in the form attached hereto as EXHIBIT G. Immediately after the Effective Time, each Option outstanding immediately prior to the Effective Time shall be deemed to constitute an ~~appropriate officer~~ option to acquire, on the same terms and conditions as were applicable under such Option immediately prior to the Effective Time, such number of shares of Axent Common Stock as is equal to the ~~Fund (a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (ii) the name~~ number of ~~the issuer of the securities~~ Raptor Shares subject to the ~~Option and the title and number~~ unexercised portion of such ~~securities;~~ Option multiplied by the Exchange Ratio (~~iii)~~ with any fraction resulting from such multiplication to be rounded down to the ~~expiration date: (iv)~~ next lower whole number). The exercise price per share of each such exchanged Option shall be equal to the exercise ~~price;~~ price of such Option immediately prior to the Effective Time, divided by the Exchange Ratio (~~v) the date~~ with any fraction of ~~purchase and settlement; (vi) the premium~~ a cent resulting from such division to be ~~paid by~~ rounded up to the ~~Portfolio;~~ next higher whole cent). Except for any acceleration and termination, the term, exercisability (~~vii) the name~~ including any acceleration of exercisability as a result of this transaction), vesting schedule, repurchase provisions, status as an "incentive stock option" under Section 422 of the ~~registered broker-dealer who is acting~~ Internal Revenue Code of 1986 (as ~~the clearing agent (~~amended, the "~~Clearing Agent~~Code")~~. Upon receipt of a Clearing Agent's confirmation~~ , if applicable, and all of the ~~purchase~~ other terms of the ~~Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable~~ Options in effect immediately prior to the ~~Clearing Agent through whom~~ Effective Time and after giving effect to any acceleration of vesting for such Options as a result of this transaction shall otherwise remain unchanged. Axent acknowledges that the ~~purchase was made; provided, that such premium conforms~~ unvested Options are subject to automatic acceleration of vesting pursuant to the ~~total premium payable~~ terms of the Raptor Stock Option Plan and related agreements as ~~set forth in such Certificate~~a result of the consummation of this transaction. (b) ~~Sale~~ As soon as practicable after the Effective Time, Axent or the Surviving Corporation shall deliver to the holders of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect appropriate notices setting forth such holders' rights pursuant to such ~~sale:~~ Options, as amended by this Section 1.9, and the agreements evidencing such Options shall continue in effect on the same terms and conditions (~~i) the type of Option (put or call); (ii) the name of the issuer of the securities~~ subject to the ~~Option~~ amendments provided for in this Section 1.9 and ~~the title and number of~~ such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificatenotice). (c) ~~Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant~~ Axent shall take all corporate action necessary to ~~subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian~~ reserve for issuance a ~~Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and~~ sufficient number of ~~such securities; (ii) the expiration date; (iii) the date~~ shares of ~~exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio~~ Axent Common Stock for delivery upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required Options exchanged in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement1. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Merger Agreement (Axent Technologies Inc), Merger Agreement (Raptor Systems Inc)

Options. (a) ~~Purchase~~ At the Effective Time, all employee and director stock options to purchase shares of ~~Options by~~ Company Common Stock (each, a ~~Portfolio Upon~~ "Company Stock Option"), which are then outstanding and unexercised, shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into options to purchase shares of Dana Cxxxxn Stock, and Dana sxxxx assume each such Company Stock Option subject to the ~~purchase by a Portfolio~~ terms of any of the stock option plans listed under "Stock Option Plans" in Section 5.3(m)(i) of the Company's Disclosure Schedule (~~as defined below~~collectively, the "Company Stock Option Plans"), and the ~~Fund on behalf of~~ agreements evidencing grants thereunder; provided, however, that from and after the ~~Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying with respect to each such Option:~~ Effective Time, (i) ~~whether~~ the number of shares of Dana Cxxxxn Stock purchasable upon exercise of such Company Stock Option ~~is a put or call Option;~~ shall be equal to the number of shares of Company Common Stock that were purchasable under such Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and rounding to the nearest whole share, and (ii) the ~~name~~ per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price of each such Company Stock Option by the Exchange Ratio, and rounding down to the nearest cent. Notwithstanding the foregoing, the number of shares and the per share exercise price of each Company Stock Option which is intended to be an "incentive stock option" (as defined in Section 422 of the ~~issuer~~ Code) shall be adjusted in accordance with the requirements of Section 424 of the ~~securities subject~~ Code. Accordingly, with respect to any incentive stock options, fractional shares shall be rounded down to the ~~Option and the title and~~ nearest whole number of ~~such securities; (iii)~~ shares and where necessary the ~~expiration date: (iv) the~~ per share exercise ~~price; (v) the date of purchase and settlement; (vi) the premium to~~ price shall be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable rounded up to the ~~Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate~~nearest cent. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject Prior to the ~~Option and~~ Effective Time, Dana sxxxx reserve for issuance the ~~title and~~ number of ~~such securities; (iii)~~ shares of Dana Cxxxxn Stock necessary to satisfy Dana's obligations under Section 3.7(a). Promptly after the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) aboveEffective Time, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance Dana sxxxx file with the ~~customs prevailing among brokers in Covered Call Options, and shall impose,~~ SEC a registration statement on an appropriate form or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical post-effective amendment to a previously ~~written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option,~~ filed registration statement under the ~~Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying~~ Securities Act with respect to the ~~Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name~~ shares of ~~the issuer of the securities~~ Dana Cxxxxn Stock subject to ~~such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium~~ options to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt acquire Dana Cxxxxn Stock issued pursuant to ~~subsection (e) of this~~ Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option3.7(a), and ~~(B) delete~~ shall use its best efforts to maintain the current status of the prospectus contained therein, as well as comply with any applicable state securities or "blue sky" laws, for so long as such ~~Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement~~options remain outstanding. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Merger Agreement (Dana Corp), Merger Agreement (Echlin Inc)

Options. To the extent that acceleration by ICH of the exercisability of any outstanding option to purchase shares of ICH Common Stock ("ICH Options") is permitted but not required by the applicable governing instrument, then ICH shall not elect to cause such acceleration to occur. In connection therewith, at the Effective Time, to the extent not prohibited by the terms of the relevant governing instrument, each ICH Option that is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of ICH Common Stock and shall be converted automatically into an option to purchase ACT Common Shares in an amount and at an exercise price determined as provided below (and otherwise subject to the terms of ICH's Stock Option and Awards Plan (the "ICH Option Plan"), and the agreements evidencing grants thereunder, including, subject to the provisions of the first sentence of this Section 2.3, the accelerated vesting of ICH Options that shall occur in connection with and by virtue of the Merger as and to the extent required by the ICH Option Plan or such agreements): (a) ~~Purchase~~ the number of ~~Options by a Portfolio Upon the purchase by a Portfolio~~ shares of ~~any Option (as defined below), the Fund on behalf of the Portfolio shall promptly deliver~~ ICH Common Stock to the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (ii) the name of the issuer of the securities be subject to the ~~Option~~ option shall be equal to the product of the number of shares of ICH Common Stock subject to the original option and the ~~title and number~~ Exchange Ratio, provided that any fraction of an ACT Common Share resulting from such ~~securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to~~ multiplication shall be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable rounded down to the ~~Clearing Agent through whom the purchase was made~~nearest whole share; ~~provided, that such premium conforms to the total premium payable as set forth in such Certificate.~~and (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per ~~share; (v)~~ share of ICH Common Stock under the ~~total amount~~ option shall be equal to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per ~~share; (v)~~ share of ICH Common Stock under the ~~total amount to~~ original option divided by the Exchange Ratio, provided that such exercise price shall be ~~paid~~ rounded up to the ~~Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised~~nearest whole cent. ~~Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account~~ The adjustment provided herein with respect to ~~deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided~~ ICH Options that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option are "incentive stock options" (as defined ~~below) with respect to securities held by Custodian hereunder, the Fund on behalf~~ in Section 422 of the ~~Portfolio~~ Code) shall ~~promptly deliver~~ be and is intended to ~~Custodian~~ be effected in a ~~Certificate specifying~~ manner that is consistent with ~~respect to such Covered Call Option: (i~~Section 424(a) ~~the name~~ of the ~~issuer~~ Code and, to the extent it is not so consistent, Section 424(a) shall override anything to the contrary contained herein. The duration and other terms of the ~~securities subject~~ new option shall be the same as the original option except that all references to ~~such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium~~ ICH shall be deemed to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable references to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such CertificateSurviving Entity. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Merger Agreement (Amresco Capital Trust), Merger Agreement (Impac Commercial Holdings Inc)

Appears in 2 contracts

Samples: Employment Agreement (Silicon Valley Group Inc), Employment Agreement (Silicon Valley Group Inc)

Options. (a) ~~Purchase of Options by~~ Next Level hereby grants to General Instrument, on the terms and conditions set forth herein, a ~~Portfolio Upon~~ continuing right (the "Common Stock Option") to purchase ~~by a Portfolio of any Option (as defined below)~~from Next Level, at the times set forth herein, the ~~Fund on behalf~~ number of shares of Common Stock provided in the first sentence of Section 2.3. The Common Stock Option shall be assignable, in whole or in part and from time to time, by General Instrument to any General Instrument Entity. The exercise price for the shares of Common Stock purchased pursuant to the Common Stock Option shall be the Market Price of the ~~Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer~~ Common Stock as of the Fund (a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of ~~purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name~~ first delivery of notice of exercise of the ~~registered broker-dealer who is acting as the clearing agent~~ Common Stock Option by General Instrument (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable or its permitted assignee hereunder) to ~~the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate~~Next Level. (b) ~~Sale~~ The provisions of ~~Options~~ Section 2.1(a) hereof notwithstanding, the Common Stock Option granted pursuant to Section 2.1(a) shall not apply and shall not be exercisable in connection with the issuance by ~~a Portfolio Upon the sale~~ Next Level of any ~~Option purchased~~ shares of Common Stock pursuant to any stock option or other executive or employee benefit or compensation plan maintained by ~~a Portfolio in accordance with subsection (a) above~~Next Level, so long as, from and after the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject date hereof and prior to the ~~Option~~ issuance of such shares, Next Level has repurchased from stockholders and ~~the title and~~ not subsequently reissued a number of ~~such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable~~ shares equal or greater to the ~~Portfolio upon~~ number of shares to be issued in any such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificateissuance. (c) ~~Upon~~ Next Level hereby grants to General Instrument, on the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option terms and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as conditions set forth ~~in such Certificate~~herein, ~~and~~ a continuing right (~~B) delete~~ the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof"Nonvoting Stock Option" and, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance together with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Common Stock Option, the ~~Fund on behalf~~ "Options") to purchase from Next Level, at the times set forth herein, such number of shares of Nonvoting Stock as is necessary to allow the ~~Portfolio~~ General Instrument Entities to own 80 percent of each class of outstanding Nonvoting Stock. The Nonvoting Stock Option shall ~~promptly deliver~~ be assignable, in whole or in part and from time to ~~Custodian a Certificate specifying with respect~~ time, by General Instrument to any General Instrument Entity. The exercise price for the shares of Nonvoting Stock purchased pursuant to the Nonvoting Stock Option shall be the price at which such Nonvoting Stock is then being ~~purchased: (i) that~~ sold to third parties, or, if no Nonvoting Stock is being sold, the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid fair market value thereof as determined in good faith by the ~~Portfolio; (v) the expiration date; (vi) the date~~ Board of ~~such purchase; and (vii) the name~~ Directors of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreementNext Level. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Corporate and Intercompany Agreement (Next Level Communications Inc), Corporate and Intercompany Agreement (Next Level Communications Inc)

Options. (a) ~~Purchase~~ The Buyer shall have the option for the construction by the Builder of ~~Options by a Portfolio Upon~~ one additional vessel as stated in Box 27 at the ~~purchase by a Portfolio of any Option~~ delivery date and the contract price stated in Box 28 (~~as defined below), the Fund on behalf of the Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying~~ with respect to ~~each such Option: (i~~the delivery date and the contract price, Clause 46(b)-(f) ~~whether~~ below shall however apply), but otherwise on the ~~Option is a put or call Option; (ii)~~ same terms and conditions as this Contract with logical amendments. Such option must be declared by the ~~name of the issuer of the securities subject~~ Buyer to the ~~Option and~~ Builder within the ~~title and~~ number of ~~such securities; (iii)~~ months stated in Box 29 following the ~~expiration date: (iv) the exercise price; (v) the~~ effective date of ~~purchase and settlement;~~ this Contract (~~vi) the premium to be paid by the Portfolio; and~~ see Clause 44 (~~vii) the name~~ Effective date of ~~the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"~~Contract). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate. (b) ~~Sale of Options by a Portfolio Upon~~ The Parties agree that the ~~sale of~~ contract price for the option vessel shall be the contract price stated in Box 28. However, if there is any ~~Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf~~ variation to any of the ~~Portfolio shall promptly deliver~~ prices that are charged to ~~Custodian a Certificate specifying with respect to such sale: (i)~~ the ~~type of Option (put or call); (ii)~~ Builder by the ~~name~~ suppliers of the ~~issuer~~ major pieces of ~~the securities subject to the Option and the title and number~~ equipment as set out in Annex F (Price of ~~such securities; (iii~~Major Equipment N1130) between the date of ~~sale; (iv) the sales price; (v)~~ this Contract and the date of ~~settlement;~~ the shipbuilding contract to be entered into for the option vessel then the contract price for the option vessel shall be revised accordingly (~~vi)~~ upwards or downwards, as applicable). The Builder must provide documentation proving the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificatevariations. (c) ~~Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above~~Furthermore, ~~the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option:~~ if there is: (i) ~~the name of the issuer of the securities subject to such Call Option and the title and number of such securities;~~ [REDACTED] (ii) ~~the expiration date;~~ [REDACTED] (iii) [REDACTED] then Annex E (Price Variation Mechanism for Option Vessel) shall be applied in order to determine whether (and in the ~~date of exercise and settlement; (iv~~affirmative to what extent) the ~~exercise~~ contract price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the ~~account of~~ option vessel shall be revised, upwards or downwards, due to these variations. The Builder must provide documentation proving the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreementvariations. (d) ~~Upon~~ Furthermore, if the ~~exercise by a Portfolio of any Put Option~~ price charged to the Builder for the leg rack and scale plating material for the chords (~~as defined below~~the price charged for the material only, excluding fabrication, cutting, bending and welding and other costs) ~~purchased~~ on the date when the option is declared by the ~~Portfolio pursuant to subsection (a) hereof,~~ Buyer is higher or lower than the ~~Fund on behalf~~ highest of the ~~Portfolio~~ following amounts by more than 3%: · [REDACTED] · [REDACTED] · [REDACTED] then the contract price for the option vessel shall ~~deliver to Custodian a Certificate specifying with respect to such Put Option: (i)~~ be revised accordingly for the ~~name~~ amount in excess of the ~~issuer of~~ 3% (upwards or downwards, as applicable). The Builder must provide documentation proving the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreementabovementioned prices. (e) ~~Whenever a Portfolio writes a Covered Call Option (as defined below) with respect~~ If the contract price for the option vessel shall be revised upwards or downwards due to ~~securities held by Custodian hereunder~~any of the variations/price changes set out in Clause 46(b)-(d), the ~~Fund on behalf~~ Builder shall notify the Buyer in writing no later than 30 calendar days after the Buyer has declared the option (and in any event before the shipbuilding contract for the option vessel is signed). Such notice shall include the revised contract price and the necessary calculations in that respect as well as documentation proving the variations/price changes. If the Builder does not provide such notice before the expiry of the ~~Portfolio~~ deadline (no later than 30 calendar days after the Buyer has declared the option and in any event before the shipbuilding contract for the option vessel is signed), the Builder shall not be entitled to demand that the contract price is revised upwards. The Buyer is not obliged to accept the revised contract price. If the Buyer considers that the revised contract price is not acceptable, the Buyer shall be entitled to withdraw the declaration of the option and neither Party shall have any liability to the other whatsoever or howsoever arising in that regard. The Buyer shall inform the Builder whether it accepts the revised contract price within 10 working days after the Buyer has received the Builder's notice with correct calculations and full documentation as set out above. If the Buyer does not accept the revised contract price, or if the Buyer does not inform the Builder whether it accepts the revised contract price within 10 working days after the Buyer has received the Builder's notice with correct calculations and full documentation as set out above, the Buyer shall be deemed to have withdrawn the declaration of the option and neither Party shall have any liability to the other whatsoever or howsoever arising in that regard. The Buyer is always entitled to request - and the Builder shall promptly deliver - the documentation which is necessary to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receiptsascertain whether there have been any relevant variations/price changes. (f) ~~Whenever Covered Call Option written by~~ The Parties agree that the delivery date for the option vessel shall be the delivery date stated in Box 28. However, if the Builder is unable to meet this delivery date when the Buyer declares the option due to the delivery schedules/slots of the Sub-Contractors supplying the major pieces of equipment set out in Annex F (Price of Major Equipment N1130), then the Builder shall notify the Buyer in writing no later than 30 calendar days after the Buyer has declared the option (and in any event before the shipbuilding contract for the option vessel is signed). The notice shall include a ~~Portfolio~~ proposal for a new delivery date, which shall be reasonable considering the aforementioned delivery schedules/slots. Documentation for the delivery schedules/slots of the Sub-Contractors shall also be included. If the Builder does not provide such notice before the expiry of the deadline (no later than 30 calendar days after the Buyer has declared the option and ~~described~~ in any event before the ~~preceding subsection (e)~~ shipbuilding contract for the option vessel is ~~exercised~~signed), the ~~Fund on behalf~~ delivery date shall be the delivery date stated in Box 28 (7 months after the Contractual Date of Delivery in this Contract). The Buyer is not obliged to accept the Builder's proposal for a new delivery date. If the Buyer considers that the new delivery date is not acceptable, the Buyer shall be entitled to withdraw the declaration of the ~~Portfolio~~ option and neither Party shall ~~promptly deliver~~ have any liability to ~~Custodian~~ the other whatsoever or howsoever arising in that regard. The Buyer shall inform the Builder whether it accepts the Builder's proposal for a ~~Certificate instructing Custodian to deliver~~new delivery date within 10 working days after the Buyer has received the Builder's notice with reasonable proposal and full documentation as set out above. If the Buyer does not accept the Builder's proposal for a new delivery date, or ~~to direct~~ if the ~~Securities Depository or Book Entry Account to deliver~~Buyer does not inform the Builder whether it accepts the new delivery date within 10 working days after the Buyer has received the Builder's notice with reasonable proposal and full documentation as set out above, the ~~securities subject~~ Buyer shall be deemed to ~~such Covered Call Option and specifying: (i)~~ have withdrawn the ~~name~~ declaration of the ~~issuer of the securities subject to such Covered Call Option~~ option and ~~the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable~~ neither Party shall have any liability to the ~~Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver,~~ other whatsoever or ~~cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified~~ howsoever arising in ~~the Certificate for the amount to be received as set forth in such Certificate~~that regard. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Shipbuilding Contract (Cadeler a/S), Shipbuilding Contract (Cadeler a/S)

Options. (a) Purchase of Options by a Portfolio Upon the purchase by a Portfolio of any Option (as defined below), the Fund on behalf of the Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable Except as set forth in Section 7.2(f), each Company Stock Option that is outstanding immediately prior to the date the Offer is consummated (the "Offer Consummation Date") pursuant to any Company Stock Plan shall vest and become immediately exercisable at the time of the consummation of the Offer. On the Offer Consummation Date with respect to Company Stock Options held by persons who are not subject to the reporting requirements of Section 16(a) of the Exchange Act, and at the Effective Time with respect to Company Stock Options held by persons who are subject to the reporting requirements of Section 16(a) of the Exchange Act, each Company Stock Option shall be adjusted to represent an option to purchase the number of shares of Company Common Stock (a "Company Adjusted Option") (rounded down to the nearest full share) determined by multiplying (i) the number of shares of Company Common Stock subject to such ~~Certificate~~Company Stock Option immediately prior to the Offer Consummation Date with respect to Company Stock Options held by persons who are not subject to the reporting requirements of Section 16(a) of the Exchange Act and immediately prior to the Effective Time with respect to Company Stock Options held by persons who are subject to the reporting requirements of Section 16(a) of the Exchange Act, by (ii) 0.5, at an exercise price per share of Company Common Stock equal to the exercise price per share of Company Common Stock immediately prior to the Offer Consummation Date. In addition, promptly following the Offer Consummation Date with respect to holders of Company Stock Options who are not subject to the reporting requirements of Section 16(a) of the Exchange Act, and promptly following the Effective Time with respect to holders of Company Stock Options who are subject to the reporting requirements of Section 16(a) of the Exchange Act, Parent shall pay to the holder of each Company Stock Option an amount of cash (rounded up to the nearest cent) equal to the product of (A) (x) $73.00 minus (y) the exercise price per share of Company Common Stock immediately prior to the Offer Consummation Date and (B) the number of shares of Company Common Stock subject to such option multiplied by 0.5 (rounded up to the nearest full share). Each Company Adjusted Option shall be exercisable upon the same terms and conditions as under the applicable Company Stock Plan and the applicable option agreement issued thereunder, except as otherwise provided in this Section 7.2. (b) ~~Sale~~ At the Effective Time, each Company Adjusted Option shall be assumed by Parent and become and represent an option to purchase the number of ~~Options by~~ Parent Shares (a ~~Portfolio Upon~~ "Parent Substitute Option") (rounded to the ~~sale of any Option purchased by~~ nearest full share, or if there shall not be a ~~Portfolio in accordance with subsection (a) above~~nearest share, the ~~Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale:~~ next greater full share) determined by multiplying (i) the ~~type~~ number of shares of Company Common Stock subject to such Company Adjusted Option ~~(put or call);~~ immediately prior to the Effective Time by (ii) 1.767, at an exercise price per Parent Share (rounded up to the ~~name~~ nearest tenth of a cent) equal to (A) the exercise price per share of Company Common Stock immediately prior to the Effective Time divided by 1.767. Parent shall pay cash to holders of Parent Substitute Options in lieu of issuing fractional Parent Shares upon the exercise of Parent Substitute Options. Each Company Adjusted Option so converted shall be exercisable upon the same terms and conditions as under the applicable Company Stock Plan and the applicable option agreement issued thereunder, except as otherwise provided in this Section 7.2. Parent shall (i) on or prior to the Effective Time, reserve for issuance the number of Parent Shares that will become subject to Parent Substitute Options pursuant to this Section 7.2(b), (ii) from and after the Effective Time, upon exercise of the ~~issuer of~~ Parent Substitute Options in accordance with the ~~securities subject to the Option and the title and number of such securities;~~ terms thereof, make available for issuance all Parent Shares covered thereby, (iii) at the ~~date~~ Effective Time, assume the Company Stock Plans, with the result that all obligations of ~~sale;~~ the Company under the Company Stock Plans, including with respect to Company Adjusted Options outstanding at the Effective Time, shall be obligations of Parent following the Effective Time, and (iv) as promptly as practicable after the ~~sales price; (v)~~ Effective Time, issue to each holder of an outstanding Company Adjusted Option a document evidencing the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold foregoing assumption by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such CertificateParent. (c) ~~Upon~~ The parties shall take all actions so that the ~~exercise~~ Company Adjusted Options converted by Parent qualify following the ~~Portfolio~~ Effective Time as incentive stock options as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent the Company Adjusted Options qualified as incentive stock options prior to the Effective Time; provided, however, that nothing in this Section 7.2(c) shall prevent the acceleration of the vesting or exercisability of any ~~Call Option (~~Company Stock Option, as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided ~~that the same conforms to the total amount payable as set forth~~ in ~~such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to~~ Section ~~16 of this agreement~~7.2(a). (d) ~~Upon~~ Parent shall, as promptly as practicable but in any event no later than three days after the ~~exercise by~~ Effective Time, file a ~~Portfolio of any Put Option (as defined below) purchased by~~ registration statement on Form S-8 or other applicable form under the ~~Portfolio pursuant to subsection (a) hereof~~Securities Act, covering the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable Parent Shares issuable upon the exercise of Parent Substitute Options created upon the ~~Put Option (A) deliver or cause~~ assumption by Parent of Company Adjusted Options under Section 7.2(b), and will maintain the ~~Securities Depository or Book Entry Account to deliver~~effectiveness of such registration, ~~out~~ and the current status of the ~~account~~ prospectus contained therein, until the exercise or expiration of ~~the Portfolio to which~~ such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreementParent Substitute Options. (e) ~~Whenever a Portfolio writes a Covered Call Option (as defined below) with respect~~ The parties will cooperate to ~~securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver~~ take all reasonable steps necessary to ~~Custodian a Certificate specifying with respect~~ give effect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receiptsthis Section 7.2. (f) ~~Whenever Covered Call Option written~~ Notwithstanding the terms of Section 7.2(a), to the extent an option holder holds any unexercisable incentive stock options ("Unvested ISO") on the Offer Consummation Date that do not become exercisable upon the consummation of the Offer pursuant to the terms of the Company Stock Plan(s) under which such Unvested ISOs were granted, then, to the extent possible, each such Unvested ISO shall be converted into the right to receive cash in full and the other options held by such option holder shall be appropriately adjusted such that the aggregate amount of cash payable to such option holder pursuant to Section 7.2(a) and this Section 7.2(f) does not exceed the amount that would otherwise be payable pursuant to Section 7.2(a). -34- 39 (a) Parent and the Company shall, as soon as practicable following the acceptance of Shares pursuant to the Offer, prepare and the Company shall file with the SEC the Proxy Statement and Parent and the Company shall prepare and Parent shall file with the SEC a ~~Portfolio~~ registration statement on Form S-4 (the "Form S-4") for the offer and ~~described~~ sale of the Parent Shares pursuant to the Merger and in which the Proxy Statement will be included as a prospectus. Each of the Company and Parent shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company will use all reasonable efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Parent Shares in the ~~preceding subsection (e) is exercised~~Merger and the Company shall furnish all information concerning the Company and the holders of capital stock of the Company as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Proxy Statement. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the ~~Fund on behalf~~ Form S-4 will be made by Parent, or the Proxy Statement will be made by the Company, without providing the other party a reasonable opportunity to review and comment thereon. Parent will advise the Company, promptly after it receives notice thereof, of the ~~Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver~~time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or ~~to direct~~ any request by the ~~Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name~~ SEC for amendment of the ~~issuer~~ Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the ~~securities subject to such Covered Call Option~~ Proxy Statement or comments thereon and responses thereto or requests by the ~~title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable~~ SEC for additional information. If at any time prior to the ~~Portfolio upon such delivery. Upon~~ Effective Time any information relating to the ~~return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver~~Company or Parent, or ~~cause~~ any of their respective affiliates, officers or directors, should be discovered by the ~~Securities Depository~~ Company or ~~Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to~~ Parent which should be ~~received as~~ set forth in an amendment or supplement to either of the Form S-4 or the Proxy Statement, so that any of such ~~Certificate~~documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company. (gb) ~~Whenever~~ The Company shall establish, prior to or as soon as practicable following the date upon which the Form S-4 becomes effective, a ~~Portfolio purchases any Option identical~~ record date (which shall be prior to or as soon as practicable following the date upon which the Form S-4 becomes effective) for, duly call, give notice of, convene and hold a ~~previously written Covered Call Option described~~ meeting of its stockholders (the "Company Stockholders Meeting") for the purpose of considering and taking action upon this Agreement and the Merger and (with the consent of Parent) such other matters as may in ~~subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer~~ the reasonable judgment of ~~an Option~~the Company be appropriate for consideration at the Company Stockholders Meeting. Once the Company Stockholders Meeting has been called and noticed, the ~~Fund on behalf~~ Company shall not postpone or adjourn the Company Stockholders Meeting (other than for the absence of a quorum) without the consent of Parent. Subject to its fiduciary duties under applicable law, the Board of Directors of the ~~Portfolio~~ Company shall ~~promptly deliver to Custodian a Certificate specifying with respect~~ include the Recommendations in the Form S-4 and the Proxy Statement as such Recommendations pertain to the ~~Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name~~ Merger and this Agreement. The Company shall use its reasonable best efforts to solicit from stockholders of the ~~issuer~~ Company proxies for use at the Company Stockholders Meeting and in favor of ~~the securities subject to such Option~~ this Agreement and the ~~title~~ Merger and ~~number~~ shall take all other actions reasonably necessary or advisable to secure the vote or consent of ~~such securities; (iii) the exercise price; (iv) the premium to be paid~~ stockholders required by the ~~Portfolio; (v)~~ DGCL to effect the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreementMerger. (hc) ~~Upon the expiration of any Option purchased~~ Parent agrees to cause all Shares owned by ~~a Portfolio pursuant to subsection (a) of this Section 14~~ Parent or any ~~Covered Call Option written by a Portfolio and described~~ Subsidiary of Parent to be voted in ~~subsection (e)~~ favor of ~~this Section 14, Custodian shall (i) delete such Option from~~ the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewithMerger. ~~(i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:~~

Appears in 2 contracts

Samples: Merger Agreement (Williams Companies Inc), Merger Agreement (Williams Companies Inc)

Options. ~~(a) Purchase~~ As of ~~Options~~ the Effective Time, and as determined by ~~a Portfolio Upon~~ the ~~purchase by a Portfolio~~ LMC Board pursuant to its authority granted under the applicable stock incentive plan of ~~any Option (as defined below)~~LMC, the ~~Fund on behalf of the Portfolio~~ following shall ~~promptly deliver to the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying with respect to each such Option:~~ occur: (i) each outstanding LMC Option to purchase shares of Liberty Capital Stock, whether vested or unvested (each, an “Outstanding LMC Capital Option”), will be converted, automatically, into a Splitco Option to purchase the same number and series of shares of Splitco Capital Stock (a “Splitco Capital Option”) as the number and series of shares of Liberty Capital Stock subject to such Outstanding LMC Capital Option ~~is a put or call Option~~immediately prior to the Effective Time; and (ii) each outstanding LMC Option to purchase shares of Liberty Starz Stock, whether vested or unvested (each, an “Outstanding LMC Starz Option”), will be converted, automatically, into a Splitco Option to purchase the ~~name~~ same number and series of shares of Splitco Starz Stock (a “Splitco Starz Option”) as the number and series of shares of Liberty Starz Stock subject to such Outstanding LMC Starz Option immediately prior to the Effective Time. In addition, the per share exercise price of each Splitco Capital Option will be equal to the per share exercise price of the ~~issuer~~ corresponding Outstanding LMC Capital Option, and the per share exercise price of each Splitco Starz Option will be equal to the per share exercise price of the securities subject to the Option and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was madecorresponding Outstanding LMC Starz Option; provided, that ~~such premium conforms to~~ the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title exercise price and number of ~~such securities; (iii)~~ shares subject to each Splitco Capital Option and Splitco Starz Option shall in any event be determined in a manner consistent with the ~~date~~ requirements of ~~sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name~~ Section 409A of the ~~Clearing Agent through whom the sale was made~~Code. ~~Custodian shall consent to the delivery~~ All other terms of the ~~Option sold by~~ Splitco Capital Options and Splitco Starz Options (including the ~~Clearing Agent which previously supplies~~ vesting terms thereof) will, in all material respects, be the ~~confirmation described in subsection (a) above with respect to such Option against payment to Custodian~~ same as those of the ~~total amount payable to the Portfolio; provided~~ corresponding Outstanding LMC Capital Option and Outstanding LMC Starz Option, respectively, except that the ~~same conforms~~ Splitco Options will continue to vest so long as the ~~total amount payable~~ holder provides service (whether as ~~set forth in such Certificate. (c~~an employee, non-employee director or consultant, as the case may be) ~~Upon the exercise by the Portfolio~~ to any of ~~any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above~~LMC, ~~the Fund on behalf of the Portfolio shall promptly deliver to Custodian~~ a ~~Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities~~Qualifying Subsidiary or their respective Subsidiaries; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shallprovided, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the ~~same conforms to the total amount payable as set forth in such Certificate,~~ terms and ~~(B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16~~ conditions of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the ~~Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out~~ Splitco Options shall in any event be determined in a manner consistent with Section 409A of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreementCode. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Reorganization Agreement (Liberty Media Corp), Reorganization Agreement (Liberty Splitco, Inc.)

Options. (a) ~~Purchase of Options by a Portfolio Upon the purchase by a Portfolio of any Option (as defined below), the Fund on behalf of the Portfolio shall promptly deliver~~ Subject to the ~~Custodian a certificate signed by~~ terms and conditions of this Agreement, ARIDIS hereby grants to GSK an ~~appropriate officer of~~ exclusive option (the ~~Fund (a "Certificate"~~“Option”) ~~specifying with respect~~ to ~~each such Option:~~ obtain : (i) ~~whether~~ an exclusive, worldwide, royalty bearing license, with the ~~Option is a put or call Option;~~ right to grant sublicenses, under ARIDIS Arising IP and ARIDIS’ s interest in the Joint Arising IP and (ii) a non-exclusive, worldwide, royalty bearing license, with the ~~name of~~ right to grant sublicenses, under ARIDIS Background IP to research, have researched, develop, have developed, make, have made, use, have used, sell, have sold, offer for sale and import the ~~issuer of~~ Vaccine Products in the securities subject to the Option and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such CertificateField. (b) ~~Sale of Options~~ GSK may exercise the Option by ~~a Portfolio Upon~~ providing written notice to ARIDIS at any time during the ~~sale of any Option purchased~~ Collaboration Term (as may be extended under Section 3.3) and 6 (six) months after the acknowledgment by ~~a Portfolio in accordance with subsection (a) above,~~ the ~~Fund on behalf~~ JSC of the ~~Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name~~ completion of the ~~issuer of~~ Collaboration Program according to Section 2.1(d)(viii) (the ~~securities subject to the~~ “Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such CertificatePeriod-). (c) Upon GSK’s exercise of its Option rights under this Section 4.1 (a), the Parties shall negotiate the terms of the License Agreement in good faith within ninety (90) Business Days following notification by GSK of exercise of said Option rights, or for such additional time as may be mutually agreed by the ~~Portfolio of any Call Option~~ Parties (~~as defined below) purchased by~~ the ~~Portfolio pursuant to subsection (a) above,~~ “Negotiation Period”). The License Agreement shall include the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided main terms that ~~the same conforms to the total amount payable as~~ are set forth in ~~such Certificate, and (B) delete~~ Exhibit C as well as other usual terms in a license agreement which terms shall be negotiated in good faith by the ~~exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement~~Parties. (d) ~~Upon~~ Subject to Section 11.5, if as of the ~~exercise by a Portfolio~~ expiration of ~~any Put Option (as defined below) purchased by~~ the ~~Portfolio pursuant to subsection (a) hereof~~Term, the ~~Fund on behalf of~~ License Agreement is not executed between the ~~Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option:~~ Parties, then: (i) Subject to any other provision in this Agreement providing one Party with exclusive rights after the ~~name~~ expiration of the ~~issuer~~ Term, each Party and its Affiliates shall have the right (as joint owner and without any requirement of gaining the ~~securities subject~~ consent of, or accounting to, the other Party) to ~~such Put Option~~ practice its interests in any Joint Arising IP and Joint Collaboration Patents in and outside the ~~title and number~~ Field but if a Party decides to grant a license to a Third Party under Joint Arising IP for use in the Field, it shall be required to share equally the revenues of such ~~securities~~license (to the extent relating to the license of Joint Arising IP) with the other Party and such license shall be non-exclusive only; and (ii) For the ~~expiration date; (iii) the date~~ avoidance of ~~exercise and settlement; (iv) the exercise price per share; (v) the total amount~~ doubt, GSK shall have no obligation to ~~be paid~~ enter into discussions with ARIDIS regarding any license or other access to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreementGSK Intellectual Property. (e) ~~Whenever a Portfolio writes a Covered Call~~ Notwithstanding anything to the contrary herein, if GSK exercises the Option ~~(as defined below) with respect~~ in the Field and the Parties execute the License Agreement then, each Party and its Affiliates shall thereafter have the right to ~~securities held by Custodian hereunder~~practice its interests in the Joint Collaboration Patents and, subject to confidentiality obligations, the ~~Fund on behalf~~ Joint Arising IP solely outside the Field as joint owner, without any requirement of gaining the ~~Portfolio shall promptly deliver~~ consent of, or accounting to, the other Party but not to ~~Custodian a Certificate specifying with respect~~ grant license to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified Third Parties in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receiptsField. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Collaboration and Option Agreement (Aridis Pharmaceuticals, Inc.), Collaboration and Option Agreement (Aridis Pharmaceuticals, Inc.)

Appears in 2 contracts

Samples: Employment Agreement (Silicon Valley Group Inc), Employment Agreement (Silicon Valley Group Inc)

Options. All options to purchase shares of Company Common Stock (aeach, a “Company Stock Option”) ~~Purchase of~~ outstanding, whether or not exercisable and whether or not vested, at the Effective Time, issued under any Company Stock Plan and any other plan or agreement pursuant to which Company Stock Options ~~by a Portfolio Upon~~ have been issued, in each case as such may have been amended, supplemented or modified, shall remain outstanding following the ~~purchase by a Portfolio of any Option (as defined below)~~Effective Time. At the Effective Time, the ~~Fund on behalf~~ Company Stock Options shall, by virtue of the ~~Portfolio shall promptly deliver to~~ Merger and without any further action on the ~~Custodian a certificate signed by an appropriate officer~~ part of the ~~Fund (a "Certificate") specifying with respect to each~~ Company or the holder thereof, be assumed by Acquiror in such ~~Option:~~ manner that Acquiror (i) ~~whether the Option~~ is a ~~put~~ corporation “assuming a stock option in a transaction to which Section 424(a) applies” within the meaning of Section 424 of the Code and the regulations thereunder or ~~call Option;~~ (ii) to the ~~name~~ extent that Section 424 of the ~~issuer~~ Code does not apply to any such Company Stock Options, would be such a corporation were Section 424 of the ~~securities subject~~ Code applicable to such Company Stock Options. From and after the Effective Time, all references to the Company in the Company Stock Option Plans and the ~~title~~ applicable stock option agreements issued thereunder shall be deemed to refer to Acquiror, which shall have assumed the Company Stock Option Plans as of the Effective Time by virtue of this Agreement and without any further action. Each Company Stock Option assumed by Acquiror (each, a “Substitute Option”) shall be exercisable upon the same terms and conditions as under the applicable Company Stock Option Plan and the applicable option agreement issued thereunder, except that (A) each such Substitute Option shall be exercisable for, and represent the right to acquire, that whole number of ~~such securities;~~ shares of Acquiror Common Stock (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable rounded upward to the ~~Clearing Agent through whom the purchase was made; provided, that such premium conforms~~ nearest whole share) equal to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of ~~such securities; (iii) the date~~ shares of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities Company Common Stock subject to such ~~Call~~ Company Stock Option ~~and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid~~ multiplied by the ~~Portfolio upon such exercise~~Common Stock Exchange Ratio; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) ~~delete~~ the ~~exercised Call Option from the statements delivered~~ option price per share of Acquiror Common Stock shall be an amount equal to the ~~Fund pursuant to Section 16~~ option price per share of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities Company Common Stock subject to such ~~Put~~ Company Stock Option ~~and~~ in effect immediately prior to the ~~title and number of such securities;~~ Effective Time divided by the Common Stock Exchange Ratio (~~ii)~~ the ~~expiration date; (iii) the date of exercise and settlement; (iv) the exercise~~ option price per share~~; (v) the total amount to be paid~~ , as so determined, being rounded upward to the ~~Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put~~ nearest whole cent). Such Substitute Option ~~was exercised. Custodian~~ shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were otherwise be subject to ~~such Put Option; provided that~~ the same ~~conforms to the amount payable to the Portfolio~~ terms and conditions as ~~set forth in~~ such ~~Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement~~Company Stock Option. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Merger Agreement (Steel Vault Corp), Merger Agreement (VeriChip CORP)

Options. (a) ~~Purchase~~ Hertz hereby grants to Ford, on the terms and conditions set forth herein, a continuing right (the "Class B Common Stock Option") to purchase from Hertz, at the times set forth herein, such number of ~~Options by a Portfolio Upon~~ shares of Class B Common Stock as is necessary to allow the ~~purchase by a Portfolio of any Option (as defined below),~~ Ford Entities to maintain the ~~Fund on behalf~~ percentage of the ~~Portfolio shall promptly deliver~~ then-outstanding Common Stock of Hertz that is equal to the ~~Custodian a certificate signed~~ Ownership Percentage. The Class B Common Stock Option shall be assignable, in whole or in part and from time to time, by ~~an appropriate officer~~ Ford to any Ford Entity. The exercise price for the shares of Class B Common Stock purchased pursuant to the Class B Common Stock Option shall be the Market Price of the ~~Fund (a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (ii) the name~~ Class A Common Stock as of ~~the issuer of the securities subject to the Option and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v)~~ the date of ~~purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name~~ first delivery of notice of exercise of the ~~registered broker-dealer who is acting as the clearing agent~~ Class B Common Stock Option by Ford (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable or its permitted assignee hereunder) to ~~the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate~~Hertz. (b) ~~Sale~~ The provisions of ~~Options~~ Section 2.1(a) hereof notwithstanding, the Class B Common Stock Option granted pursuant to Section 2.1(a) shall not apply and shall not be exercisable in connection with the issuance by ~~a Portfolio Upon the sale~~ Hertz of any ~~Option purchased~~ shares of Common Stock pursuant to any stock option or other executive or employee benefit or compensation plan maintained by ~~a Portfolio in accordance with subsection (a) above~~Hertz, so long as, from and after the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject date hereof and prior to the ~~Option~~ issuance of such shares, Hertz has repurchased from shareholders and ~~the title and~~ not subsequently reissued a number of ~~such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable~~ shares equal or greater to the ~~Portfolio upon~~ number of shares to be issued in any such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificateissuance. (c) ~~Upon~~ Hertz hereby grants to Ford, on the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option terms and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as conditions set forth ~~in such Certificate~~herein, ~~and~~ a continuing right (~~B) delete~~ the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof"Nonvoting Stock Option" and, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance together with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Class B Common Stock Option, the ~~Fund on behalf~~ "Options") to purchase from Hertz, at the times set forth herein, such number of shares of Nonvoting Stock as is necessary to allow the ~~Portfolio~~ Ford Entities to own 80 percent of each class of outstanding Nonvoting Stock. The Nonvoting Stock Option shall ~~promptly deliver~~ be assignable, in whole or in part and from time to ~~Custodian a Certificate specifying with respect~~ time, by Ford to any Ford Entity. The exercise price for the shares of Nonvoting Stock purchased pursuant to the Nonvoting Stock Option shall be the price at which such Nonvoting Stock is then being ~~purchased: (i) that~~ sold to third parties, or, if no Nonvoting Stock is being sold, the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid fair market value thereof as determined in good faith by the ~~Portfolio; (v) the expiration date; (vi) the date~~ Board of ~~such purchase; and (vii) the name~~ Directors of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreementHertz. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Corporate Agreement (Hertz Corp), Corporate Agreement (Hertz Corp)

Appears in 2 contracts

Samples: Merger Agreement (Q2 Holdings, Inc.), Merger Agreement

Options. Each option to purchase shares of Liberty SiriusXM Common Stock (aa “Liberty SiriusXM option award”) ~~Purchase~~ that is outstanding as of ~~Options~~ immediately prior to the Effective Time shall accelerate and become fully vested immediately prior to, and contingent upon the occurrence of, the Effective Time. As of the Effective Time, as has been determined by ~~a Portfolio Upon~~ the ~~purchase by a Portfolio~~ Liberty Board pursuant to its authority granted under the applicable stock incentive plan of Liberty Media and without any ~~Option~~ further action on the part of the holder thereof, Liberty Media or SplitCo, each Liberty SiriusXM option award (as ~~defined below~~accelerated in accordance with the previous sentence) shall cease to represent an option award to purchase shares of Liberty SiriusXM Common Stock and will be converted into an option to purchase shares of SplitCo Common Stock (a “SplitCo option award”), except that (1) the ~~Fund on behalf~~ number of ~~the Portfolio~~ shares of SplitCo Common Stock subject to such SplitCo option award shall ~~promptly deliver~~ be equal to the ~~Custodian a certificate signed by an appropriate officer~~ product of ~~the Fund~~ (~~a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (ii~~x) the ~~name~~ Exchange Ratio multiplied by (y) the number of ~~the issuer~~ shares of ~~the securities~~ Liberty SiriusXM Common Stock subject to the ~~Option~~ Liberty SiriusXM option award immediately prior to the Effective Time, rounded down to the nearest whole share of SplitCo Common Stock, and (2) the ~~title and number~~ per share exercise price of such ~~securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to~~ SplitCo option award shall be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable equal to the ~~Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate.~~ quotient of (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (ivx) the exercise price per ~~share;~~ share of the Liberty SiriusXM option award immediately prior to the Effective Time divided by (vy) the ~~total amount to be paid by~~ Exchange Ratio, with the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable result rounded up to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercisednearest whole cent. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying Except with respect to the ~~Option being purchased: (i)~~ vesting terms thereof and as otherwise described herein, all other terms of the SplitCo option awards will, in all material respects, be the same as those of the corresponding Liberty SiriusXM option awards; provided, however, that neither the Effective Time nor any other transaction contemplated by this Agreement or the Merger Agreement shall be considered a termination of employment or service for any employee, non-employee director or consultant of Liberty Media, any Qualifying Subsidiary or their respective Subsidiaries for purposes of any SplitCo option award; provided, further, that the ~~transaction is a Closing Purchase Transaction; (ii)~~ SplitCo option awards shall be subject to the ~~name~~ terms of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreementSplitCo Transitional Plan. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Reorganization Agreement (Sirius Xm Holdings Inc.), Reorganization Agreement (Liberty Media Corp)

Options. ~~(a) Purchase of Options by a Portfolio Upon~~ At the ~~purchase by a Portfolio of any Option (as defined below)~~Effective Time, ~~the Fund on behalf of the Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying~~ other than with respect to any option to purchase shares of Company Common Stock granted pursuant to the ESPP, the treatment of which is addressed separately in Section 1.05(c) below, each ~~such~~ outstanding Company Stock Option, whether or not then exercisable or vested, shall become fully vested and be cancelled in exchange for the right to receive, as soon as reasonably practicable after the Effective Time (but in any event no later than the earliest of: (i) ~~whether~~ three Business Days after the ~~Option is a put or call Option;~~ Effective Time, (ii) the ~~name~~ end of the ~~issuer of~~ year in which the ~~securities subject to the Option and the title and number of such securities;~~ Effective Time occurs, or (iii) the expiration ~~date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name~~ of the ~~registered broker-dealer who is acting~~ original term of such Company Stock Option outstanding as ~~the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation~~ of the ~~purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio~~Effective Time), ~~Custodian shall pay the premium payable~~ an amount in cash equal to the ~~Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate.~~ product of (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (viA) the total ~~amount payable to the Portfolio upon such sale; and (vii) the name~~ number of ~~the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery~~ shares of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities Company Common Stock subject to such ~~Call~~ Company Stock Option ~~and~~ immediately prior to the ~~title and number of such securities;~~ Effective Time, multiplied by (iiB) the ~~expiration date;~~ excess, if any, of (~~iii~~x) the ~~date~~ sum of ~~exercise and settlement;~~ the product of the Stock Consideration multiplied by the volume-weighted average price, rounded to the nearest one-tenth of a cent, of Parent Common Stock as reported by the NYSE for the five trading days immediately preceding the Closing Date plus the Cash Consideration over (ivy) the exercise price per ~~share; (v) the total amount~~ share of Company Common Stock subject to such Company Stock Option, without interest and less any applicable taxes required to be ~~paid by~~ withheld with respect to such payment. As used herein, the ~~Portfolio upon such exercise; and (vi) the name~~ term “Company Stock Option” shall mean any outstanding option to purchase shares of Company Common Stock granted under any Stock Plan or otherwise. As of the ~~Clearing Agent through whom such Call~~ Effective Time, each Company Stock Option ~~was exercised. Custodian shall, upon receipt~~ for which the exercise price per share of Company Common Stock exceeds the Merger Consideration (based on a valuation of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable Stock Consideration as set forth in ~~such Certificate~~clause (x) of Section 1.05(b)) shall be canceled and have no further effect, with no right to receive any consideration therefor. As of the Effective Time, all other Company Stock Options shall no longer be outstanding and ~~(B) delete~~ shall automatically cease to exist and shall become only the ~~exercised Call Option from~~ right to receive the ~~statements delivered to~~ option consideration described in this Section 1.05(b), and, without limiting the ~~Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof~~foregoing, the ~~Fund on behalf of~~ Company Board or the ~~Portfolio~~ appropriate committee thereof shall ~~deliver~~ take all necessary action to ~~Custodian a Certificate specifying with respect to~~ effect such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreementcancellation. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Merger Agreement (Rehabcare Group Inc), Merger Agreement (Kindred Healthcare, Inc)

Options. At the Effective Time, options under the Company's Amended and Restated 1994 Stock Option Plan (athe "Assumed Stock Option Plan") ~~Purchase of Options by~~ to purchase Shares (each, a ~~Portfolio Upon the purchase by a Portfolio of any Option (as defined below~~"Company Option"), which are then outstanding and unexercised, shall cease to represent a right to acquire Shares and shall be converted automatically into options to purchase shares of common stock, par value $.001 per share, of Parent ("Parent Common Stock"), and Parent shall assume each such Company Option subject to the ~~Fund on behalf~~ terms of the ~~Portfolio shall promptly deliver to~~ Assumed Stock Option Plan, in each case as heretofore amended or restated, as the ~~Custodian a certificate signed by an appropriate officer of~~ case may be, and the ~~Fund (a "Certificate") specifying with respect to each such Option:~~ agreements evidencing grants thereunder; provided, however, that from and after the Effective Time, (i) ~~whether~~ the number of shares of Parent Common Stock purchasable upon exercise of such Company Option ~~is a put or call Option;~~ shall be equal to the number of Shares that were purchasable under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (as hereinafter defined), and rounding to the nearest whole share, and (ii) the ~~name~~ per share exercise price under each such Company Option shall be adjusted by dividing the per share exercise price of each such Company Option by the Exchange Ratio, and rounding down to the nearest cent. The terms of each Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction with respect to Parent Common Stock on or subsequent to the Effective Date. Notwithstanding the foregoing, each Company Option which is intended to be an "incentive stock option": (as defined in Section 422 of the ~~issuer~~ Internal Revenue Code of the securities subject to the Option and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting 1986, as ~~the clearing agent~~ amended, (the "~~Clearing Agent~~Code")~~. Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian~~ ) shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required adjusted in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf requirements of Section 424 of the ~~Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver~~Code. Accordingly, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to any incentive stock options, fractional shares shall be rounded down to the ~~Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name~~ nearest whole number of ~~the issuer of the securities subject to such Option~~ shares and the ~~title and number of such securities; (iii) the~~ per share exercise ~~price; (iv) the premium to~~ price shall be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect rounded down to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreementnearest cent. The Exchange Ratio is 0.197656. ARTICLE III CERTIFICATE OF INCORPORATION AND BY-LAWS OF THE SURVIVING CORPORATION; OFFICERS AND DIRECTORS OF THE SURVIVING CORPORATION 3.1. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Merger Agreement (Intel Corp), Merger Agreement (Chips & Technologies Inc)

Options. (a) ~~Purchase~~ At the Effective Time, each outstanding option (each, a "Century Option") to purchase shares of ~~Options~~ Century Common Stock under any and all plans of Century under which stock options have been granted and are outstanding (collectively, the "Century Stock Plans") shall vest pursuant to the terms thereof and shall be converted into an option (each, a "Replacement Option") to acquire, on the same terms and conditions as were applicable under such Century Stock Option (other than any requirement that an option be exercised within a specific time period after termination of employment or cessation of service as a non-employee director, which requirement shall be waived or deleted from each option by ~~a Portfolio Upon~~ amendment thereto), the ~~purchase~~ number of shares of United Common Stock equal to (a) the number of shares of Century Common Stock subject to the Century Stock Option, multiplied by ~~a Portfolio~~ (b) 0.5894 (the "Option Exchange Ratio"). Such product shall be rounded to the nearest whole number. The exercise price per share (rounded to the nearest whole cent) of ~~any~~ each Replacement Option shall equal (y) the exercise price per share for the shares of Century Common Stock which were purchasable pursuant to such Century Stock Option divided by (z) the Option Exchange Ratio. Notwithstanding the foregoing, each Century Stock Option which is intended to be an "incentive stock option" (as defined ~~below), the Fund on behalf~~ in Section 422 of the ~~Portfolio~~ Code) shall ~~promptly deliver~~ be adjusted in accordance with the requirements of Section 424 of the Code. At or prior to the ~~Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying~~ Effective Time, Century shall use its reasonable best efforts, including using its reasonable best efforts to obtain any necessary consents from optionees, with respect to ~~each such Option: (i) whether~~ the ~~Option is a put or call Option; (ii)~~ Century Stock Plans to permit the ~~name~~ replacement of the ~~issuer of~~ outstanding Century Stock Options by United pursuant to this Section and to permit United to assume the ~~securities subject~~ Century Stock Plans. Century shall further take all action necessary to amend the ~~Option and~~ Century Stock Plans to eliminate automatic grants or awards thereunder following the ~~title and number of such securities; (iii)~~ Effective Time. At the ~~expiration date: (iv)~~ Effective Time, United shall assume the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was madeCentury Stock Plans; provided, that such ~~premium conforms~~ assumption shall be only in respect of the Replacement Options and that United shall have no obligation with respect to any awards under the ~~total premium payable as set forth in~~ Century Stock Plans other than the Replacement Options and shall have no obligation to make any additional grants or awards under such ~~Certificate~~assumed Century Stock Plans. (b) ~~Sale~~ At all times after the Effective Time, United shall reserve for issuance such number of ~~Options~~ shares of United Common Stock as necessary so as to permit the exercise of options granted under the Century Stock Plans in the manner contemplated by ~~a Portfolio Upon~~ this Agreement and the instruments pursuant to which such options were granted. United shall make all filings required under federal and state securities laws no later than the Effective Time so as to permit the exercise of such options and the sale of ~~any Option purchased by a Portfolio in accordance with subsection (a) above,~~ the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be shares received by the ~~Portfolio; (v)~~ optionee upon such exercise at and after the ~~date~~ Effective Time and United shall continue to make such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions filings thereafter as may be ~~required by such receipts. (f) Whenever Covered Call Option written by a Portfolio~~ necessary to permit the continued exercise of options and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number sale of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificateshares. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (United Bankshares Inc/Wv), Agreement and Plan of Reorganization (Century Bancshares Inc)

Options. (a) Except as provided in paragraphs (b), (c) and (d) below with respect to the Company’s 1998 Employee Stock Purchase of Plan, as amended (the “Company ESPP”), the Cash-Out Options ~~by a Portfolio Upon the purchase by a Portfolio of any Option~~ (as defined ~~below~~in Section 1.8(d)) and certain options to purchase Common Stock at an exercise price greater than $0.82 per share, at the ~~Fund on behalf of the Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying~~ Effective Time, with respect to each ~~such Option:~~ then outstanding and unexercised option for Shares (ithe “Company Options”) ~~whether~~ granted under the Company’s 1987 Stock Option is Plan, 1997 Stock Option Plan and 1994 Consultant Plan (collectively, the “Company Option Plans”) or otherwise, Purchaser shall cause each holder of a ~~put or call Option; (ii) the name~~ Company Option to receive, by virtue of the ~~issuer~~ Merger and without any action on the part of the ~~securities subject~~ holder thereof, options (“Purchaser Replacement Options”) exercisable for shares of common stock, par value $.01 per share, of Purchaser (“Purchaser Stock”) having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the Option and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put plans or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio arrangements pursuant to ~~subsection (a~~which such Company Options were granted) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) except that the exercise price ~~per share; (v)~~ and the ~~total amount to~~ number of shares issuable upon exercise shall be ~~paid~~ divided and multiplied, respectively, by the ~~Portfolio upon such exercise;~~ Conversion Fraction, and ~~(vi)~~ rounded to the ~~name~~ nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable Code prior to the ~~Clearing Agent through whom~~ Effective Time continue to so qualify after the ~~Call Option was exercised; provided that the same conforms~~ Effective Time. Purchaser shall take all corporate action necessary to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by reserve for issuance a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and sufficient number of ~~such securities; (ii) the expiration date; (iii) the date~~ shares of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the ~~Put Option (A) deliver or cause~~ Effective Time. Promptly after the ~~Securities Depository or Book Entry Account to deliver~~Effective Time, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio Purchaser shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver file or cause to be ~~delivered,~~ filed all registration statements on Form S-8 or other appropriate form as may be necessary in ~~exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance~~ connection with the ~~customs prevailing among brokers in Covered Call Options~~purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall ~~impose, or direct~~ maintain the ~~Securities Depository or Book Entry Account to impose, upon~~ effectiveness of such registration statements (and maintain the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf current status of the ~~Portfolio~~ prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall ~~promptly deliver~~ qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser’s Board of Directors shall take all actions necessary on the part of Purchaser to ~~Custodian a Certificate instructing Custodian~~ enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to ~~deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities~~ Purchaser Replacement Options by persons subject to ~~such Covered Call Option and specifying: (i~~the reporting requirements of Section 16(a) ~~the name~~ of the ~~issuer~~ Exchange Act to be exempt from the application of Section 16(b) of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable Exchange Act, to the ~~Portfolio upon such delivery~~extent permitted thereunder. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this ~~Section 14~~Agreement, the ~~following terms~~ term “Conversion Fraction” shall ~~have~~ mean the ~~meanings~~ quotient determined by dividing (x) the Common Stock Offer Price by (y) the average closing prices of one (1) shares of the Purchaser Stock on The Nasdaq National Market (as ~~set forth below:~~reported in the Wall Street Journal or, if not reported therein, any other authoritative source) for the five (5) trading days ending two (2) days prior to the Effective Time.

Appears in 2 contracts

Samples: Merger Agreement (Safenet Inc), Merger Agreement (Safenet Inc)

Options. (a) ~~Purchase~~ At the Effective Time, each option granted by Witco to purchase shares of ~~Options by~~ Witco Common Stock that is outstanding and unexercised immediately prior thereto shall cease to represent a ~~Portfolio Upon~~ right to acquire shares of Witco Common Stock and shall be converted automatically into an option to purchase shares of Newco Common Stock in an amount and at an exercise price determined as provided below (and otherwise subject to the ~~purchase by a Portfolio of any Option (as defined below), the Fund on behalf~~ terms of the ~~Portfolio shall promptly deliver~~ appropriate Witco Employee Benefit Plan pursuant to which such options have been issued (such plans collectively the ~~Custodian a certificate signed by an appropriate officer of the Fund (a~~ "~~Certificate~~Witco Stock Plans") ~~specifying with respect to each such Option:~~ and the agreements evidencing grants thereunder): (i) ~~whether~~ The number of shares of Newco Common Stock to be subject to the ~~Option is a put or call Option~~new option shall be equal to the product of the number of shares of Witco Common Stock subject to the original option and the Exchange Ratio, provided that any fractional shares of Newco Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of Newco Common Stock under the ~~name of the issuer of the securities subject~~ new option shall be equal to the ~~Option and~~ exercise price per share of Witco Common Stock under the ~~title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid~~ original option divided by the ~~Portfolio; and~~ Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole cent (~~vii) the name of the registered broker-dealer who is acting~~ as ~~the clearing agent (the~~ so adjusted, a "~~Clearing Agent~~Substitute Option"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying The adjustment provided herein with respect to ~~such sale:~~ any options that are "incentive stock options" (~~i) the type of Option (put or call); (ii) the name~~ as defined in Section 422 of the ~~issuer~~ Code) shall be and is intended to be effected in a manner that is consistent with Section 424(a) of the ~~securities subject to the Option~~ Code. The duration and ~~the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name~~ other terms of the ~~Clearing Agent through whom the sale was made. Custodian~~ new option shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that be the same ~~conforms~~ as the original option, except that all references to ~~the total amount payable as set forth in such Certificate~~Witco shall be deemed to be references to Newco. (c) ~~Upon~~ Within ten (10) days after the ~~exercise by~~ Effective Time, Newco shall register under the ~~Portfolio~~ Securities Act on Form S-8 or other appropriate form (and use its reasonable best efforts to maintain the effectiveness thereof) shares of ~~any Call Option (as defined below) purchased by the Portfolio~~ Newco Common Stock issuable pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreementall Substitute Options. (d) ~~Upon~~ Effective at the ~~exercise by a Portfolio of any Put~~ Effective Time, Newco shall assume each Substitute Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the ~~customs prevailing among brokers in Covered Call Options, and shall impose,~~ plan or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option arrangement under which it was issued and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificatestock option agreement by which it is evidenced. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Crompton & Knowles Corp), Agreement and Plan of Reorganization (Witco Corp)

Options. (a) ~~Purchase~~ At the Effective Time, each Company Stock Option shall cease to represent a right to acquire shares of ~~Options by a Portfolio Upon the~~ Company Common Stock and shall be converted automatically into an option to purchase ~~by a Portfolio~~ shares of ~~any~~ Acquiror Common Stock, and Acquiror shall assume each such Company Stock Option ~~(as defined below), the Fund on behalf of the Portfolio shall promptly deliver~~ subject to the ~~Custodian a certificate signed by an appropriate officer of~~ terms thereof; provided, however, that from and after the ~~Fund (a "Certificate") specifying with respect to each such Option:~~ Effective Time, (i) ~~whether~~ the number of shares of Acquiror Common Stock purchasable upon exercise of such Company Stock Option ~~is a put or call Option;~~ shall be equal to the number of shares of Company Common Stock that were purchasable under such Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and rounding to the nearest whole share, and (ii) the ~~name~~ per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price of each such Company Stock Option by the Exchange Ratio, and rounding down to the nearest cent. The terms of each Company Stock Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction with respect to Acquiror Common Stock on or subsequent to the Effective Date. Notwithstanding the foregoing, each Company Stock Option which is intended to be an "incentive stock option" (as defined in Section 422 of the ~~issuer~~ Code) shall be adjusted in accordance with the requirements of Section 424 of the ~~securities subject~~ Code. Accordingly, with respect to any incentive stock options, fractional shares shall be rounded down to the nearest whole number of shares and where necessary the per share exercise price shall be rounded down to the nearest cent. (b) In order to effectuate the adjustment of the Company Stock Options provided for in the proviso to Section 3.06(a), the Company represents and warrants to, and agrees with, the Acquiror that the Company (or as appropriate, the Company Board) shall take all action required to be taken such that (i) holders of Stock Options issued under the Company's Incentive Stock Option Plan will not receive the cash payment for such Stock Options as provided in the second sentence of Section 10 of such Plan (which shall be effected either by resolving that this Agreement and the ~~title~~ transactions contemplated hereby (including the Company Meeting and ~~number~~ any Merger) do not constitute a "Change of Control" for purposes of such ~~securities; (iii)~~ Section or by taking such other action with the ~~expiration date: (iv) the exercise price; (v)~~ prior consent of Acquiror, provided that such other action is taken prior to the date on which a "Change of ~~purchase~~ Control" would otherwise occur in the absence of the Company Board resolution to the contrary) and ~~settlement;~~ (viii) under Section 11 of the ~~premium~~ Company's Incentive Stock Option Plan, at the Effective Time, all Company Stock Options shall be adjusted as provided in Section 3.06(a) (and shall not be canceled in exchange for payment as contemplated by clause (ii) of the first sentence of that Section). Notwithstanding any other provision in this Agreement, the Company shall be permitted to take such action or to cause such action to be ~~paid by~~ taken as may be required for each Company Stock Option (x) to fully vest and become immediately exercisable at the ~~Portfolio;~~ Effective Time and (~~vii~~y) to remain exercisable after the ~~name~~ Effective Time for the remaining term of such Company Stock Option, in both cases notwithstanding the action of the ~~registered broker-dealer who is acting as~~ Company referred to in the ~~clearing agent~~ first sentence of this Section 3.06(b). (c) At or prior to the ~~"Clearing Agent"). Upon receipt of a Clearing Agent~~Effective Time, the Company shall take all action necessary with respect to the Company's ~~confirmation~~ Incentive Stock Option Plan to permit the assumption of the ~~purchase~~ then outstanding Company Stock Options by Acquiror pursuant to this Section. The Company shall take all action necessary, including obtaining any required consents from optionees, to provide that following the Effective Time no participant in the Company's Incentive Stock Option Plan or other plans, programs or arrangements of the Company or any of its Subsidiaries shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary thereof and to permit Acquiror to assume the Company's Incentive Stock Option ~~held by such Clearing Agent for~~ Plan. The Company shall further take all action necessary to amend the ~~account of Custodian as custodian for~~ Company's Incentive Stock Option Plan to eliminate automatic grants or awards thereunder, if any, following the ~~Portfolio~~Effective Time. At the Effective Time, ~~Custodian~~ Acquiror shall ~~pay~~ assume the ~~premium payable to the Clearing Agent through whom the purchase was made~~Company's Incentive Stock Option Plan; provided, that such ~~premium conforms to the total premium payable as set forth~~ assumption shall be only in ~~such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf~~ respect of the ~~Portfolio~~ assumed Company Stock Options and that Acquiror shall ~~promptly deliver to Custodian a Certificate specifying~~ have no obligation with respect to any awards under the Company's Incentive Stock Option Plan other than the assumed Company Stock Options or to make any additional grants or awards under such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreementassumed plan. (d) ~~Upon the exercise by~~ The Acquiror shall take all corporate action necessary to reserve for issuance a ~~Portfolio~~ sufficient number of ~~any Put Option (as defined below) purchased by the Portfolio~~ shares of Acquiror Common Stock for delivery pursuant to ~~subsection (a) hereof~~the terms set forth in this Section 3.06. Subject to any applicable limitations under the Securities Act, ~~the Fund on behalf of the Portfolio~~ Acquiror shall ~~deliver to Custodian a Certificate specifying with respect to such Put Option:~~ either (i) ~~the name~~ file a registration statement on Form S-8 (or any successor form), effective as of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliverEffective Time, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the ~~Option being purchased: (i) that~~ shares of Acquiror Common Stock issuable upon exercise of the ~~transaction is a Closing Purchase Transaction;~~ Stock Options, or (ii) file any necessary amendments to the ~~name~~ Company's previously filed registration statement(s) on Form S-8 in order that the Acquiror will be deemed a "successor registrant" thereunder, and, in either event the Acquiror shall use its reasonable best efforts to maintain the effectiveness of such registration statement(s) (and maintain the current status of the ~~issuer of the securities subject to~~ prospectus or prospectuses relating thereto) for so long as such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian options shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreementremain outstanding. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Agreement and Plan of Combination (North American Mortgage Co), Agreement and Plan of Combination (Dime Bancorp Inc)

Options. ~~(a) Purchase~~ At the Effective Time, each option granted by MECH to purchase shares of ~~Options by a Portfolio Upon the~~ MECH Common Stock which is outstanding and unexercised immediately prior thereto shall be converted automatically into an option to purchase ~~by a Portfolio~~ shares of ~~any Option (~~Webster Common Stock in an amount and at an exercise price determined as defined below), the Fund on behalf of the Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (ii) the name of the issuer of the securities provided below and otherwise subject to the terms of the Employee Stock Ownership Plan, the 1996 Mechanics Savings Bank Officer Stock Option Plan and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent 1996 Mechanics Savings Bank Director Stock Option Plan (the "~~Clearing Agent~~MECH Stock Plans"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate.; (b1) ~~Sale~~ The number of ~~Options by a Portfolio Upon the sale~~ shares of ~~any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver~~ Webster Common Stock to ~~Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities~~ be subject to the ~~Option and~~ option immediately after the ~~title and~~ Effective Time shall be equal to the product of the number of ~~such securities; (iii) the date~~ shares of ~~sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable~~ MECH Common Stock subject to the ~~Portfolio upon~~ option immediately before the Effective Time, multiplied by the Exchange Ratio, provided that any fractional shares of Webster Common Stock resulting from such ~~sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian~~ multiplication shall ~~consent~~ be rounded down to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolionearest whole share; ~~provided that the same conforms to the total amount payable as set forth in such Certificate.~~and (c2) ~~Upon~~ The exercise price per share of Webster Common Stock under the ~~exercise by~~ option immediately after the ~~Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant~~ Effective Time shall be equal to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per ~~share; (v)~~ share of MECH Common Stock under the ~~total amount~~ option immediately before the Effective Time divided by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent. The adjustment provided herein shall be and is intended to be ~~paid by the Portfolio upon such exercise; and (vi~~effected in a manner which is consistent with Section 424(a) ~~the name~~ of the ~~Clearing Agent through whom such Call Option was exercised~~Internal Revenue Code of 1986, as amended (the "Code"). ~~Custodian shall, upon receipt~~ The duration and other terms of the ~~securities underlying~~ option immediately after the ~~Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that~~ Effective Time shall be the same ~~conforms~~ as the corresponding terms in effect immediately before the Effective Time, except that all references to MECH or MS Bank in the ~~total amount payable as set forth in such Certificate, and~~ MECH Stock Plans (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the ~~title and number of~~ corresponding references in the option agreement documenting such ~~securities; (ii~~option) ~~the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount~~ shall be deemed to be ~~paid~~ references to ~~the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised~~Webster or Xxxxxxx Bank, as applicable. ~~Custodian~~ Nothing herein shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that be construed as preventing option holders from exercising the same ~~conforms to~~ before the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required Effective Time in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receiptsterms thereof. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Merger Agreement (Webster Financial Corp), Merger Agreement (Mech Financial Inc)

Options. At the Effective Time, each option (aeach, a “Company Option”) ~~Purchase~~ to purchase shares of ~~Options by~~ Company Common Stock that is outstanding immediately prior to the Effective Time shall cease to represent a ~~Portfolio Upon the purchase by~~ right to acquire shares of Company Common Stock and shall be automatically converted into an option to acquire shares of Parent Class A Stock (a ~~Portfolio of any Option (as defined below~~“Parent Merger Option”), on the ~~Fund on behalf~~ same terms and conditions (including any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration thereof pursuant to the existing terms of the ~~Portfolio shall promptly deliver~~ relevant equity plans of the Company or applicable award agreement by reason of the transactions contemplated hereby) as were applicable under such Company Option as of immediately prior to the ~~Custodian~~ Effective Time, subject to adjustment as provided in this Section 1.11. The number of shares of Parent Class A Stock subject to the Parent Merger Option into which a ~~certificate signed by an appropriate officer of the Fund (a "Certificate") specifying with respect~~ Company Option is converted shall be equal to ~~each such Option:~~ (i) ~~whether~~ the number of shares of Company Common Stock subject to the Company Option ~~is a put or call Option;~~ immediately prior to the Effective Time multiplied by (ii) the ~~name~~ Exchange Ratio, rounded down, if necessary, to the nearest whole share of Parent Class A Stock, and such Parent Merger Option shall have an exercise price per full share of Parent Class A Stock equal to (A) the exercise price of the ~~issuer~~ Company Option per share of Company Common Stock divided by (B) the Exchange Ratio, rounded up, if necessary, to the nearest whole cent; provided, that (1) in the case of any Company Option to which Section 421 of the ~~securities~~ Code applies as of the Effective Time by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Parent Class A Stock subject to ~~the Option~~ such option and the ~~title~~ terms and ~~number~~ conditions of exercise of such ~~securities~~option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code; and (~~iii) the expiration date: (iv~~2) the exercise price~~; (v)~~ , the ~~date~~ number of ~~purchase~~ shares of Parent Class A Stock subject to, and ~~settlement; (vi)~~ the ~~premium to~~ terms and conditions of exercise of each Parent Merger Option shall also be ~~paid by~~ determined in a manner consistent with the ~~Portfolio; and (vii) the name~~ requirements of Section 409A of the ~~registered broker-dealer who is acting as the clearing agent (the "Clearing Agent")~~Code. Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable At or prior to the ~~Clearing Agent through whom the purchase was made; provided~~Effective Time, ~~that such premium conforms~~ Parent shall take all corporate action necessary to ~~the total premium payable as set forth in such Certificate. (b) Sale~~ reserve for issuance sufficient shares of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio Parent Class A Stock for delivery upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of Parent Merger Options. As soon as practicable after the ~~Put Option~~ Effective Time, Parent shall file a registration statement on Form S-8 (~~A) deliver~~ or ~~cause the Securities Depository~~ any successor or ~~Book Entry Account to deliver~~other appropriate forms), out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the ~~Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name~~ shares of ~~the issuer of the securities~~ Parent Class A Stock subject to such ~~Option~~ options and shall use its commercially reasonable efforts to maintain the ~~title and number~~ effectiveness of such ~~securities;~~ registration statement (~~iii)~~ and maintain the ~~exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name~~ current status of the ~~Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e~~prospectus or prospectuses contained therein) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete for so long as such ~~Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement~~options remain outstanding. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Merger Agreement (CalAtlantic Group, Inc.), Merger Agreement (Lennar Corp /New/)

Appears in 2 contracts

Samples: Merger Agreement (Telespectrum Worldwide Inc), Merger Agreement (International Data Response Corp)

Options. At the Effective Time, all employee and director stock options to purchase shares of USBC Common Stock (~~a) Purchase of Options by~~ each, a ~~Portfolio Upon the purchase by a Portfolio of any Option (as defined below~~"USBC Stock Option"), which are then outstanding and unexercised, shall cease to represent a right to acquire shares of USBC Common Stock and shall be converted automatically into options to purchase shares of FBS Common Stock, and FBS shall assume each such USBC Stock Option subject to the ~~Fund on behalf~~ terms thereof, including but not limited to the accelerated vesting of such options which shall occur in connection with and by virtue of the ~~Portfolio shall promptly deliver~~ Merger as and to the ~~Custodian a certificate signed~~ extent required by ~~an appropriate officer of~~ the ~~Fund (a "Certificate") specifying with respect to each~~ plans and agreements governing such ~~Option:~~ USBC Stock Options; provided, however, that from and after the Effective Time, (i) ~~whether~~ the number of shares of FBS Common Stock purchasable upon exercise of such USBC Stock Option ~~is a put or call Option;~~ shall be equal to the number of shares of USBC Common Stock that were purchasable under such USBC Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and rounding to the nearest whole share, and (ii) the ~~name~~ per share exercise price under each such USBC Stock Option shall be adjusted by dividing the per share exercise price of each such USBC Stock Option by the ~~issuer of the securities subject~~ Exchange Ratio, and rounding down to the nearest cent. The terms of each USBC Stock Option and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolioshall, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with ~~subsection (a) above~~its terms, ~~the Fund on behalf of the Portfolio shall promptly deliver~~ be subject to ~~Custodian a Certificate specifying~~ further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction with respect to ~~such sale: (i) the type of Option (put~~ FBS Common Stock on or ~~call); (ii) the name of the issuer of the securities subject~~ subsequent to the Effective Date. Notwithstanding the foregoing, each USBC Stock Option ~~and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable~~ which is intended to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option be an "incentive stock option" (as defined ~~below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf~~ in Section 422 of the ~~Portfolio~~ Code) shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required adjusted in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf requirements of Section 424 of the ~~Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver~~Code. Accordingly, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to any incentive stock options, fractional shares shall be rounded down to the ~~Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and~~ nearest whole number of ~~such securities; (iii)~~ shares and where necessary the per share exercise ~~price; (iv) the premium to~~ price shall be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect rounded down to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreementnearest cent. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Merger Agreement (Us Bancorp /Or/), Merger Agreement (First Bank System Inc)

Options. (a) ~~Purchase~~ Effective immediately prior to the Effective Time, the Company has entered into letter agreements with each of the holders (the “Option Holders”) of outstanding options of the Company (the “Options”) granted pursuant to the Pre-Amendment Option Plan (the Options ~~by a Portfolio Upon~~ granted pursuant to the ~~purchase by a Portfolio of any~~ Pre-Amendment Option Plan, the “Pre-Amendment Plan Options”) in the form attached hereto as Exhibit K (~~as defined below~~the “Option Letter Agreements”), ~~the Fund on behalf of the Portfolio shall promptly deliver~~ pursuant to ~~the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying with respect to~~ which each ~~such Option:~~ Pre-Amendment Plan Option (i) ~~whether~~ that would not otherwise be vested and exercisable immediately prior to the Effective Time will become fully vested and exercisable immediately prior to the Effective Time and (ii) will be converted at the Effective Time solely into the right to receive a portion of the Merger Consideration as set forth below. By virtue of the foregoing, the Pre-Amendment Plan Options held by each Option Holder shall be converted at the Closing into the right to receive cash in the amount set forth opposite such Option Holder’s name on Annex F (the “Pre-Amendment Plan Option Payments”) (it being acknowledged that, as set forth in the Option ~~is a put or call Option;~~ Letter Agreements, (i) no portion of any such Pre-Amendment Plan Option Payment will be included in the Escrowed Cash, and (ii) the ~~name~~ Option Holders will not be entitled to receive any portion of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid any Final Adjustment Amount payable by the ~~Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"~~Emdeon Entities pursuant to Section 2.3 hereof). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate. (b) ~~Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above~~Effective immediately prior to Effective Time, the ~~Fund on behalf~~ Board of Managers has approved a resolution providing that all Options granted pursuant to the Current Option Plan (the Options granted pursuant to the Current Option Plan, the “Current Plan Options”) will be settled and cancelled solely in exchange for the right to receive a portion of the ~~Portfolio~~ Merger Consideration as set forth below. By virtue of the foregoing, the Current Plan Options held by each Option Holder shall ~~promptly deliver~~ be converted at the Closing into the right to ~~Custodian a Certificate specifying~~ receive cash in the amount set forth opposite such Option Holder’s name on Annex F (the “Current Plan Option Payment”; together with ~~respect to such sale:~~ the Pre-Amendment Plan Option Payments, the “Option Payments”) (it being acknowledged that (i) no portion of the ~~type of~~ Current Plan Option ~~(put or call);~~ Payments will be included in the Escrowed Cash, and (ii) the ~~name~~ Option Holders will not be entitled to receive any portion of any Final Adjustment Amount payable by the Emdeon Entities pursuant to Section 2.3 hereof). Immediately following the Closing, the Surviving Entity and the Members’ Representative will cooperate to deliver to each of the ~~issuer~~ holders of the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection Current Plan Options (a) ~~above~~ the letter in the form of Exhibit L attached hereto notifying such holders of the settlement and cancellation of such Current Plan Options in accordance with ~~respect~~ this Section 2.6(b), and (b) along with the letter, the Current Plan Option Payment payable by the Members’ Representative to such ~~Option against payment~~ holder pursuant to ~~Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate~~Section 2.6(c) below. (c) ~~Upon~~ The Option Payments will comprise a portion of the ~~exercise~~ Base Cash Consideration payable by the ~~Portfolio~~ Emdeon Entities by wire transfer of ~~any Call~~ immediately available funds at Closing to the Members’ Representative (and the Members’ Representative will distribute such Option Payments to the Option Holders in accordance with Annex F); provided, however, that (~~as defined below~~i) ~~purchased~~ the Option Payments otherwise payable by the ~~Portfolio pursuant~~ Emdeon Entities to ~~subsection (a) above~~the Members’ Representative shall be subject to reduction for the amount of federal, state or other Taxes that the Emdeon Entities, the ~~Fund on behalf of~~ Company or the ~~Portfolio shall promptly deliver~~ Surviving Entity are required to ~~Custodian a Certificate specifying~~ withhold with respect to such ~~Call Option: (i)~~ payments as reflected in the ~~name of the issuer of the securities subject to such Call Option~~ Funds Flow Statement, and ~~the title and number of such securities;~~ (ii) the ~~expiration date; (iii)~~ Members’ Representative will distribute the ~~date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name~~ Option Payments in respect of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required Current Plan Options in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receiptslast sentence of Section 2.6(b). (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Merger Agreement (Emdeon Inc.), Merger Agreement (Emdeon Inc.)

Options. (a) ~~Purchase~~ The Company shall take all reasonable commercial actions necessary to provide that all then outstanding options to acquire Shares (the “Company Options”) granted under the Company’s stock option plans referred to in Section 2.14 of ~~Options by a Portfolio Upon~~ the ~~purchase by a Portfolio of any Option~~ Company Disclosure Letter (as ~~defined below~~hereinafter defined), each as amended (collectively, the ~~Fund~~ “Company Option Plans”), whether or not then exercisable or vested, shall become fully exercisable and vested no later than immediately prior to the Closing. The Company shall take all reasonable commercial actions to enable each holder of Company Options to exercise his or her Company Options so as to permit the holder of Company Options to tender into the Offer the Shares received upon exercise. The Offer Documents which shall be delivered to each Non-Executive Optionholder (as hereinafter defined) shall include separate provisions pursuant to which each person holding any Company Options (other than the members of the Company’s Board of Directors and the Company’s executive officers) (such persons are hereinafter collectively referred to as the “Non-Executive Optionholders”) may elect to (i) exercise, against delivery to the Company of an undertaking to pay the Aggregate Exercise Price (as hereinafter defined) no later than the Closing Date, and otherwise on the terms set forth in this Section 1.6(a), any and all Company Options held by such Non-Executive Optionholder, such election to become effective no later than immediately prior to the Closing Date and (ii) tender into the Offer any Shares received upon the exercise of such Company Options. The Offer Documents delivered to each Non-Executive Optionholder shall require each Non-Executive Optionholder electing to tender Shares received upon exercise of Company Options in accordance with the preceding sentence to instruct and authorize the disbursing or other agent handling the Offer on behalf of the ~~Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer~~ Company) regarding payment and remittance of the ~~Fund~~ aggregate proceeds (~~a "Certificate") specifying~~ with respect to each Non-Executive Optionholder, the “Aggregate Proceeds”) to which such ~~Option:~~ Non-Executive Optionholder shall be entitled with respect to the Shares underlying all such Company Options validly tendered and not withdrawn in the Offer. The Offer Documents shall authorize that (ix) ~~whether~~ there shall be remitted to the ~~Option is a put or call Option;~~ Company such Aggregate Proceeds, (iiy) the ~~name~~ Company retain, in satisfaction of the ~~issuer~~ undertaking of such Non-Executive Optionholder, the aggregate exercise price, plus interest, if necessary, payable to the Company upon the exercise of such Company Options (with respect to each Non-Executive Optionholder, the “Aggregate Exercise Price”) and (z) the Company remit to the subsidiary of the ~~securities subject~~ Company employing such Non-Executive Optionholder (the “Employing Subsidiary”) an aggregate amount equal to the ~~Option~~ difference between the (A) Aggregate Proceeds and (B) Aggregate Exercise Price (the ~~title~~ difference between (A) and ~~number~~ (B) is hereinafter referred to as the “Net Amount”). Promptly following receipt of the Net Amount, the Employing Subsidiary shall remit and pay to the Non-Executive Optionholder such ~~securities;~~ amount, net of any applicable taxes payable by such Non-Executive Optionholder (~~iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium~~ which taxes are required to be withheld or otherwise paid by the ~~Portfolio; and (vii~~Employing Subsidiary on behalf of such Non-Executive Optionholder) ~~the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the~~ in connection with Purchaser’s purchase of such Non-Executive Optionholder’s Shares in the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such CertificateOffer. (b) ~~Sale of Options~~ Except as provided herein or as otherwise agreed to by ~~a Portfolio Upon~~ the ~~sale of any Option purchased by a Portfolio in accordance with subsection (a) above~~parties, the ~~Fund on behalf~~ Company shall use reasonable commercial efforts to ensure that as soon as possible following the Closing no holder of Company Options or any participant in the Company Option Plans shall have any right thereunder to acquire any equity securities of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 Company or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewithsubsidiary thereof. ~~(i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:~~

Appears in 2 contracts

Samples: Acquisition Agreement (Parker Hannifin Corp), Acquisition Agreement (Parker Hannifin Corp)

Options. (a) ~~Purchase~~ At the Effective Time, each outstanding option (each, a “Premier Stock Option”) to purchase shares of ~~Options~~ Premier Common Stock under any and all plans of Premier under which stock options have been granted and are outstanding (collectively, the “Premier Stock Plans”) shall vest pursuant to the terms thereof and shall be converted into an option (each, a “Replacement Option”) to acquire, on the same terms and conditions as were applicable under such Premier Stock Option (other than any requirement that an option be exercised within a specific time period after termination of employment or cessation of service as a non-employee director which requirement shall be waived or deleted from each option by ~~a Portfolio Upon~~ amendment thereto), the ~~purchase~~ number of shares of United Common Stock equal to (a) the number of shares of Premier Common Stock subject to the Premier Stock Option, multiplied by ~~a Portfolio~~ (b) the Exchange Ratio. Such product shall be rounded to the nearest whole number. The exercise price per share (rounded to the nearest whole cent) of ~~any~~ each Replacement Option shall equal (y) the exercise price per share for the shares of Premier Common Stock which were purchasable pursuant to such Premier Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each Premier Stock Option which is intended to be an “incentive stock option” (as defined ~~below), the Fund on behalf~~ in Section 422 of the ~~Portfolio~~ Code) shall ~~promptly deliver~~ be adjusted in accordance with the requirements of Section 424 of the Code. At or prior to the ~~Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying~~ Effective Time, Premier shall use its reasonable best efforts, including using its reasonable best efforts to obtain any necessary consents from optionees, with respect to ~~each such Option: (i) whether~~ the ~~Option is a put or call Option; (ii)~~ Premier Stock Plans to permit the ~~name~~ replacement of the ~~issuer of~~ outstanding Premier Stock Options by United pursuant to this Section and to permit United to assume the ~~securities subject~~ Premier Stock Plans. Premier shall further take all action necessary to amend the ~~Option and~~ Premier Stock Plans to eliminate automatic grants or awards thereunder following the ~~title and number of such securities; (iii)~~ Effective Time. At the ~~expiration date: (iv)~~ Effective Time, United shall assume the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was madePremier Stock Plans; provided, that such ~~premium conforms~~ assumption shall be only in respect of the Replacement Options and that United shall have no obligation with respect to any awards under the ~~total premium payable as set forth in~~ Premier Stock Plans other than the Replacement Options and shall have no obligation to make any additional grants or awards under such ~~Certificate~~assumed Premier Stock Plans. (b) ~~Sale~~ At all times after the Effective Time, United shall reserve for issuance such number of ~~Options~~ shares of United Common Stock as necessary so as to permit the exercise of options granted under the Premier Stock Plans in the manner contemplated by ~~a Portfolio Upon~~ this Agreement and the instruments pursuant to which such options were granted. United shall make all filings required under federal and state securities laws no later than the Effective Time so as to permit the exercise of such options and the sale of ~~any Option purchased by a Portfolio in accordance with subsection (a) above,~~ the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be shares received by the ~~Portfolio; (v)~~ optionee upon such exercise at and after the ~~date~~ Effective Time and United shall continue to make such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions filings thereafter as may be ~~required by such receipts. (f) Whenever Covered Call Option written by a Portfolio~~ necessary to permit the continued exercise of options and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number sale of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificateshares. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Merger Agreement (Premier Community Bankshares Inc), Agreement and Plan of Reorganization (United Bankshares Inc/Wv)

Options. Concurrently and as of even date herewith, the Company shall grant to the Executive options or warrants (“Options”) covering 200,000 shares (the “Option Shares”) of the Company’s common stock, $.0001 par value (the “Common Stock”). The Options shall vest in equal monthly installments over a one-year period commencing on the Effective Date (e.g., first monthly vesting will occur on August 30, 2003), subject to the Executive continuing to be employed hereunder at the time specified for vesting, shall be exercisable to the extent then vested and shall be exercisable at an exercise price (“Exercise Price”) per Option Share equal to the closing price per share of Common Stock on the OTCBB exchange on the date which Executive commences his employment, and shall expire to the extent not theretofore exercised upon the earliest to occur of (a) ~~Purchase~~ the fourth anniversary of ~~Options by a Portfolio Upon~~ the ~~purchase by a Portfolio~~ Effective Date; (b) 90 days following the date of termination of the Executive’s employment for any reason other than those set forth below in this Section 5.3(c) hereof; or (c) immediately in the event of any termination by the Company of the Executive’s employment pursuant to Section 8.1 or Section 8.3 hereof. The number of Option Shares and the Exercise Price thereof shall be subject to equitable and proportionate adjustment as determined by the Board from time to time to reflect stock splits, reverse stock splits, stock dividends, recapitalizations, reclassifications and similar events of dilution. The Options will not be exercisable by the Executive unless or except to the extent that (a) the underlying Option Shares are registered under the Securities Act of 1933, as ~~defined below~~amended, and registered or qualified under applicable state securities laws (collectively, the “Securities Laws”), or (b) in the ~~Fund on behalf~~ reasonable opinion of counsel to the Company, exemptions from the registration and qualification provisions of such Securities Laws are applicable to the transaction. The Options will also contain such investment representations by the Executive as may reasonably be requested by the Company’s counsel to insure compliance with applicable Securities Laws. The Options shall be issued pursuant to a stock option plan or stock option agreement approved by the Board of Directors of the ~~Portfolio shall promptly deliver to the Custodian~~ Company and will be contained in a ~~certificate signed by an appropriate officer~~ separate document in customary form dated as of the ~~Fund (a "Certificate") specifying with respect~~ Effective Date and executed by the Company and the Executive on the date hereof or promptly thereafter; and, pending such execution, this Section 5.3 shall be deemed to ~~each such Option: (i) whether~~ constitute the ~~Option is a put or call Option; (ii)~~ grant of and contain the ~~name~~ terms of the ~~issuer~~ Options. The grant and exercise of ~~the securities~~ such Options shall be subject to the Option and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale Company’s completion of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put and all required or ~~call); (ii) the name of the issuer of the~~ necessary state or federal securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificatefilings and/or disclosure documents. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Employment Agreement (Molecular Imaging Corp), Employment Agreement (Molecular Imaging Corp)

Options. (a) ~~Purchase~~ For purposes of ~~Options by a Portfolio Upon~~ this Agreement, the term “Option” means each outstanding unexercised option to purchase ~~by a Portfolio~~ Common Shares, whether or not then vested or fully exercisable, granted on or prior to the date hereof to any current or former employee or director of the Company or any subsidiary of the Company or any other person, whether under any stock option plan or otherwise (including, without limitation, under the Company’s Amended and Restated Stock Option Plan for Directors, Amended and Restated 1995 Stock Option Plan, 1997 European Stock Option Plan (~~as defined below~~Dutch, U.K. and French Sub-Plan Versions), 1998 Stock Option Plan, 1998 Singapore Stock Option Plan, Australian Stock Option Plan, German Stock Option Plan or Argentinean Stock Option Plan, as amended) (collectively, the Fund on behalf of the Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"“Stock Plans”). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate. (b) ~~Sale of~~ The Company shall take all actions necessary so that (i) immediately prior to the Effective Time, each outstanding Option that has a per-share exercise price less than the Merger Consideration (the “Cash-Pay Options”) shall become immediately vested and exercisable in full and (ii) at the Effective Time, all Options ~~by a Portfolio Upon the sale of any Option purchased by a Portfolio~~ shall be canceled, in each case, in accordance with ~~subsection (a) above,~~ and pursuant to the ~~Fund on behalf~~ terms of the ~~Portfolio shall~~ Stock Plans under which such Options were granted. In consideration of such cancellation, each holder of a Cash-Pay Option canceled in accordance with this Section 2.02(b) will be entitled to receive in settlement of such Cash-Pay Option as promptly ~~deliver~~ as practicable following the Effective Time, but in no event later than 10 business days after the Effective Time, a cash payment from the Surviving Corporation, subject to ~~Custodian a Certificate specifying with respect~~ any required withholding of taxes, equal to ~~such sale:~~ the product of (i) the ~~type~~ total number of Common Shares otherwise issuable upon exercise of such Cash-Pay Option ~~(put or call);~~ and (ii) the ~~name of~~ Merger Consideration per Common Share less the ~~issuer of the securities subject to the Option and the title and number~~ applicable exercise price per Common Share otherwise issuable upon exercise of such ~~securities~~Cash-Pay Option (the “Cash-Pay Option Consideration”); (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above provided, however, that with respect to ~~such Option against payment~~ any person subject to ~~Custodian~~ Section 16 of the ~~total~~ Securities Exchange Act of 1934, as amended (the “Exchange Act”), any such amount ~~payable~~ shall be paid as soon as practicable after the first date payment can be made without liability to such person under Section 16(b) of the ~~Portfolio; provided that~~ Exchange Act. The Company Board will fully accelerate the ~~same conforms to~~ vesting schedule of the ~~total amount payable as set forth in such Certificate~~Options issued under the Stock Plans. (c) ~~Upon~~ Following the Effective Time and as a prerequisite to receiving their Cash-Pay Option Consideration, each holder of an Option whose exercise by price is less than the ~~Portfolio of any Call Option (as defined below) purchased by~~ Merger Consideration per Common Share shall be required to execute a written acknowledgment to the ~~Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option:~~ effect that (i) the ~~name~~ payment of the ~~issuer of~~ Cash-Pay Option Consideration, if any, will satisfy in full the ~~securities subject~~ Company’s obligation to such ~~Call~~ person pursuant to such Option and ~~the title and number of such securities;~~ (ii) subject to the ~~expiration date; (iii)~~ payment of the ~~date~~ Cash-Pay Option Consideration, if any, such Option held by such holder shall, without any action on the part of ~~exercise~~ the Company or the holder, be deemed terminated, canceled, void and ~~settlement; (iv)~~ of no further force and effect as between the ~~exercise price per share; (v)~~ Company and the ~~total amount~~ holder and neither party shall have any further rights or obligations with respect thereto. Such written acknowledgment shall be in a form to be ~~paid~~ agreed upon by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreementparties hereto. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) Between the date of ~~exercise~~ this Agreement and ~~settlement;~~ the Effective Time, the Company shall take all necessary action to provide that the Company’s Amended and Restated Employee Stock Purchase Plan (ivthe “ESPP”) ~~the exercise price per share; (v) the total amount~~ and all options or other rights to ~~be paid~~ purchase shares of Company Common Stock outstanding immediately prior to the ~~Portfolio upon such exercise; and (vi)~~ Effective Time granted under the ~~name~~ ESPP shall be terminated immediately prior to the Effective Time. The Company shall refund the payroll deductions credited to each participant’s account under the ESPP, without interest, in accordance with the terms of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreementESPP. (e) ~~Whenever a Portfolio writes a Covered Call Option (as defined below) with respect~~ Prior to ~~securities held by Custodian hereunder~~the Effective Time, the ~~Fund on behalf of~~ Company shall take all actions that are necessary to give effect to the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received transactions contemplated by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receiptsthis Section 2.02. (f) ~~Whenever Covered Call Option written~~ Except as otherwise provided herein or agreed to in writing by ~~a Portfolio~~ Merger Sub and ~~described~~ the Company or as may be necessary to administer Options remaining outstanding following the Effective Time, the ESPP shall terminate effective as of the date hereof and no participant in the ~~preceding subsection (e) is exercised~~ESPP shall thereafter be granted any rights thereunder to acquire any equity securities of the Company, the ~~Fund on behalf~~ Surviving Corporation, Parent or any subsidiary of any of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificateforegoing. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Merger Agreement (Datastream Systems Inc), Merger Agreement (Magellan Holdings, Inc.)

Options. (a) ~~Purchase of Options by a Portfolio Upon~~ With respect to all outstanding options to purchase Shares (the ~~purchase by a Portfolio of any~~ "COMPANY OPTIONS") granted under the Company's 1992 Incentive and Non-qualified Stock Option Plan, as amended, 1992 Directors' Stock Option Plan, as amended, and 2004 Stock Option Plan, as amended (~~as defined below~~collectively, the "COMPANY OPTION PLANS") or otherwise, whether or not then vested, at the Effective Time, subject to the terms and conditions set forth below in this Section 1.6(a), each holder of a Company Option will be entitled to receive from the ~~Fund on behalf~~ Company, and shall receive, in settlement of each Company Option a cash amount (the ~~Portfolio shall promptly deliver~~ "CASH AMOUNT") equal to the ~~Custodian a certificate signed by an appropriate officer~~ net amount of (A) the ~~Fund (a "Certificate") specifying with respect to each such Option:~~ product of (i) ~~whether~~ the excess, if any, of the sum of the Merger Consideration plus the Distribution Consideration less the exercise price per share of such Company Option ~~is a put or call Option;~~ at the Effective Time, multiplied by (ii) the ~~name~~ number of shares subject to such Company Option, less (B) any applicable withholdings for Taxes. If the exercise price per share of any Company Option equals or exceeds the sum of the ~~issuer~~ Merger Consideration plus the Distribution Consideration, the Cash Amount therefor shall be zero and such Company Option shall be cancelled and all of such holder's rights under such Company Options shall terminate at the Effective Time. Notwithstanding the foregoing, (i) payment of the ~~securities~~ Cash Amount is subject to written acknowledgement, in a form reasonably acceptable to the Surviving Corporation, that no further payment is due to such holder on account of any Company Option and ~~the title and number~~ all of such ~~securities;~~ holder's rights under such Company Options have terminated and (~~iii~~ii) with respect to any person subject to Section 16(a) of the ~~expiration date:~~ Securities Exchange Act of 1934, as amended (~~iv)~~ the ~~exercise price; (v) the date of purchase and settlement; (vi) the premium~~ "EXCHANGE ACT"), any Cash Amount to be paid by to such person in accordance with this Section 1.6(a) shall be paid as soon as practicable after the ~~Portfolio; and (vii~~payment can be made without liability to such person under Section 16(b) ~~the name~~ of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such CertificateExchange Act. (b) ~~Sale~~ As of ~~Options by a Portfolio Upon~~ the ~~sale~~ Effective Time, except as provided in this Section 1.6, all rights under any Company Option and any provision of the Company Option Plans and any other plan, program or arrangement providing for the issuance or grant of any ~~Option purchased by a Portfolio~~ other interest in ~~accordance with subsection (a) above, the Fund on behalf~~ respect of the ~~Portfolio~~ securities of the Company shall ~~promptly deliver~~ be cancelled. The Company shall ensure that, as of and after the Effective Time, except as provided in this Section 1.6, no person shall have any right (including, without limitation, any right to ~~Custodian a Certificate specifying~~ acquire any securities of the Company or any of its subsidiaries) under the Company Option Plans or any other plan, program or arrangement with respect to ~~such sale: (i) the type of Option (put or call); (ii) the name~~ securities of the ~~issuer of~~ Company, the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such CertificateSurviving Corporation or any subsidiary thereof. (c) ~~Upon~~ At or before the ~~exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above~~Effective Time, the ~~Fund on behalf of the Portfolio~~ Company shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount cause to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable effected any necessary amendments to the ~~Clearing Agent through whom~~ Company Option Plans and any other resolutions, consents or notices, in form and substance reasonably acceptable to Purchaser, required under the ~~Call~~ Company Option ~~was exercised; provided that the same conforms~~ Plans or any Company Options to give effect to the ~~total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16~~ foregoing provisions of this ~~agreement~~Section 1.6. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option The Company and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided Purchaser agree that ~~the same conforms to the amount payable to the Portfolio as set forth in such Certificate~~it is their intent to, and ~~(B) delete the exercised Put Option~~ that they will, report all income tax deductions resulting from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the ~~premium and~~ Cash Amount in the ~~return and/or cancellation~~ portion of ~~any receipt issued pursuant to subsection (e) of this Section 14 with respect~~ the Company's taxable year prior to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreementEffective Time. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Merger Agreement (Lone Star Steakhouse & Saloon Inc), Merger Agreement (Coulter Jamie B)

Options. ~~(a) Purchase of Options by a Portfolio Upon~~ Firstar shall take action to amend the ~~purchase by a Portfolio of any Option~~ Firstar Stock Plans (as defined ~~below)~~herein) so that, at the ~~Fund on behalf~~ Effective Time, each option granted by Firstar to purchase shares of ~~the Portfolio~~ Firstar Common Stock which is outstanding and unexercised immediately prior thereto shall ~~promptly deliver~~ cease to ~~the Custodian~~ represent a ~~certificate signed by~~ right to acquire shares of Firstar Common Stock and shall be converted automatically into an ~~appropriate officer~~ option to purchase shares of ~~the Fund~~ Foxtrot (~~a "Certificate"~~DE) ~~specifying with respect to each such Option:~~ Common Stock in an amount and at an exercise price determined as follows (~~i) whether the Option is a put or call Option; (ii) the name of the issuer of the securities~~ and otherwise subject to the ~~Option~~ terms of the appropriate Firstar Benefit Plan (as defined herein) pursuant to which such options have been granted (such plans collectively the "Firstar Stock Plans") and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: agreements evidencing grants thereunder): (i) the ~~type~~ number of ~~Option~~ shares of Foxtrot (~~put or call); (ii~~DE) ~~the name of the issuer of the securities~~ Common Stock to be subject to the ~~Option~~ new option shall be equal to the product of the number of shares of Firstar Common Stock subject to the original option and the ~~title and number~~ Exchange Ratio, provided that any fractional shares of Foxtrot (DE) Common Stock resulting from such ~~securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable~~ multiplication shall be rounded down to the ~~Portfolio upon such sale;~~ nearest whole share and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii~~) the expiration date; (iii) the date of exercise and settlement; (iv~~) the exercise price per ~~share;~~ share of Foxtrot (vDE) Common Stock under the ~~total amount~~ new option shall be equal to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per ~~share; (v)~~ share of Firstar Common Stock under the ~~total amount to~~ original option divided by the Exchange Ratio, provided that such exercise price shall be ~~paid~~ rounded down to the ~~Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised~~nearest whole cent. ~~Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account~~ The adjustment provided herein with respect to ~~deliver, out of the account of the Portfolio to~~ any options which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option are "incentive stock options" (as defined ~~below) with respect to securities held by Custodian hereunder, the Fund on behalf~~ in Section 422 of the ~~Portfolio~~ Internal Revenue Code of 1986, as amended (the "Code")) shall ~~promptly deliver~~ be and is intended to ~~Custodian~~ be effected in a ~~Certificate specifying~~ manner which is consistent with ~~respect to such Covered Call Option: (i~~Section 424(a) ~~the name~~ of the ~~issuer~~ Code. The duration and other terms of the ~~securities subject~~ new option shall be the same as the original option except that all references to ~~such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium~~ Firstar shall be deemed to be ~~received by the Portfolio;~~ references to Foxtrot (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receiptsDE). (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Firstar Corp /Wi/), Agreement and Plan of Reorganization (Star Banc Corp /Oh/)

Appears in 2 contracts

Samples: Merger Agreement (BIOVAIL Corp), Merger Agreement (Valeant Pharmaceuticals International)

Options. ~~(a) Purchase of Options by a Portfolio Upon~~ In consideration for, and as an inducement to, agreeing to enter into this Agreement and provide the ~~purchase by a Portfolio of any Option (as defined below)~~Services hereunder, the ~~Fund on behalf~~ Executive shall be granted options (the “GOLD Options”) to purchase an aggregate of 100,000 common shares of the ~~Portfolio shall promptly deliver~~ Company at an exercise price equal to the ~~Custodian a certificate signed by an appropriate officer~~ last closing price of the ~~Fund~~ common shares of the Company on the Toronto Stock Exchange on the trading day immediately prior to the grant of the GOLD Options and vesting over a period of three years. The Company will cause BRI to grant to the Executive options (~~a "Certificate"~~the “BRI Options”) ~~specifying~~ to purchase an aggregate of 10,000 common shares of BRI, with ~~respect~~ an exercise price equal to ~~each such Option~~the price per share in connection with an initial public offering or other going-public transaction of the Company (an “IPO”). For greater clarity: (i) ~~whether~~ 25% of each of the ~~Option is a put or call Option~~GOLD Options and the BRI Options will vest on the date of grant and 25% will vest on each of the dates that are 6, 12 and 18 months thereafter; (ii) the ~~name~~ BRI Options will be granted as soon as reasonably practicable after completion of the ~~issuer of the securities subject to the Option and the title and number of such securities~~IPO; (iii) the ~~expiration date:~~ GOLD Options will be granted pursuant to, and shall at all times be subject to, the terms of the Company’s second amended and restated stock option plan dated April 5, 2019, as the same may be amended, supplemented or replaced from time to time (ivthe “GOLD Plan”) and the ~~exercise price; (v) the date~~ terms of ~~purchase and settlement; (vi) the premium to~~ an option agreement as may be ~~paid~~ determined by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of saleBoard and/or its compensation committee; (iv) the ~~sales price~~BRI Options will be granted pursuant to, and shall at all times be subject to, the terms of a customary long-term incentive plan to be adopted by BRI prior to its IPO (the “BRI Plan”) and the terms of an applicable award agreement as may be determined by the board of directors and/or compensation committee of BRI; and (v) each of the GOLD Options and the BRI Options will be exercisable for a period of five years from the grant date ~~of settlement; (vi) the total amount payable~~ thereof, subject to the ~~Portfolio upon such sale; and (vii) the name~~ terms of the ~~Clearing Agent through whom~~ GOLD Plan and BRI Plan, respectively. Notwithstanding the ~~sale was made. Custodian shall consent to~~ foregoing, the ~~delivery~~ terms of the ~~Option sold by~~ GOLD Options and BRI Options may be amended if required to comply with the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio requirements of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in applicable stock exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection ~~therewith~~with an IPO. ~~(i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:~~

Appears in 2 contracts

Samples: Employment Agreement (U.S. GoldMining Inc.), Employment Agreement (U.S. GoldMining Inc.)

Options. (a) ~~Purchase~~ At the Effective Time, (i) all options to acquire shares of Enron Common Stock outstanding at the Effective Time under Enron's stock plans (collectively, the "Enron Stock Plans") identified in Section 4.5(a) of the Enron Disclosure Letter (individually, a "Enron Option" and collectively, the "Enron Options") and (ii) all options to acquire shares of Dynegy Class A Common Stock outstanding at the Effective Time under Dynegy's stock plans (collectively, the "Dynegy Stock Plans") identified in Section 4.5(a) of the Dynegy Disclosure Letter (individually, a "Dynegy Option" and collectively, the "Dynegy Options") shall remain outstanding following the Effective Time, subject to the modifications described in this Section 4.5(a). Prior to the Effective Time, Enron, Dynegy and Newco shall take all actions (if any) as may be required to permit the assumption of such Enron Options and Dynegy Options by ~~a Portfolio Upon~~ Newco pursuant to this Section 4.5(a). At the ~~purchase by a Portfolio of any Option (as defined below)~~Effective Time, the ~~Fund on behalf of~~ Enron Options and the ~~Portfolio~~ Dynegy Options shall ~~promptly deliver to~~ be assumed and adjusted by Newco in the ~~Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying~~ manner set forth herein and with respect to Dynegy Options that are incentive stock options within the meaning of Section 422 of the Code in such manner that Newco is a corporation "assuming a stock option in a transaction to which Section 424(a) applies" within the meaning of Section 424 of the Code. Each Enron Option assumed and adjusted by Newco shall be subject to the same terms and conditions as under the applicable Enron Stock Plan and the applicable option agreement entered into pursuant thereto, except that, immediately following the Effective Time, (A) each Enron Option shall be an option for that whole number of shares of Newco Class A Common Stock (rounded up to the next whole share) equal to the number of shares of Enron Common Stock subject to such ~~Option:~~ Enron Option immediately prior to the Effective Time multiplied by the Enron Merger Ratio, and (B) the exercise price per Newco share shall be an amount equal to the exercise price per share of Enron Common Stock subject to such Enron Option in effect immediately prior to the Effective Time divided by the Enron Merger Ratio (the price per share, as so determined, being rounded down to the nearest whole cent). Each Dynegy Option assumed and adjusted by Newco shall be subject to the same terms and conditions as under the applicable Dynegy Stock Plan and the applicable option agreement entered into pursuant thereto, except that, immediately following the Effective Time, each Dynegy Option shall be an option for the number of shares of Newco Class A Common Stock equal to the number of shares of Dynegy Common Stock subject to such Dynegy Option immediately prior to the Effective Time. Without limiting the foregoing, effective at the Effective Time, Newco shall assume the Enron Corp. 1999 Stock Plan, Enron Corp. 1994 Stock Plan, Enron Corp. 1991 Stock Plan, Dynegy Inc. 2000 Long Term Incentive Plan, Dynegy Inc. 2001 Non-Executive Stock Incentive Plan and Dynegy Inc. 2001 Special Long-Term Incentive Plan (collectively, the "Assumed Plans") for purposes of employing such plans to make grants of stock options and other awards based on shares of Newco Class A Common Stock following the Effective Time; to the extent that any obligation exists at the Effective Time to issue Enron Common Stock or Dynegy Class A Common Stock under any Assumed Plan, the obligation of Newco thereafter to issue Newco Common Stock in fulfillment of such previous obligation shall be to issue the number of shares of Newco Common Stock equal to (i) ~~whether~~ in the ~~Option is a put or call Option;~~ case of Enron Common Stock, the number of shares (rounded to the nearest whole share) of Enron Common Stock subject to such obligation multiplied by the Enron Merger Ratio and (ii) in the ~~name~~ case of Dynegy Class A Common Stock, the ~~issuer~~ number of ~~the securities~~ shares of Dynegy Class A Common Stock subject to ~~the Option and the title and number of~~ such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was madeobligation; provided, ~~that such premium conforms to~~ however, that, if the ~~total premium payable as set forth in such Certificate~~obligation is an award of a specified dollar amount of Enron Common Stock or Dynegy Common Stock, the substitution shall be effected simply by substituting Newco Common Stock having the specified dollar value. (b) ~~Sale~~ At or prior to the Effective Time, Newco shall take all corporate action necessary to reserve for issuance a number of ~~Options by a Portfolio Upon~~ shares of Newco Class A Common Stock equal to the ~~sale~~ number of ~~any Option purchased by a Portfolio in accordance with subsection~~ shares of Newco Class A Common Stock available for issuance pursuant to the Assumed Plans (~~a) above,~~ which number shall be the ~~Fund on behalf~~ sum of ~~the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale:~~ (i) the ~~type~~ product (rounded to the nearest whole share) of ~~Option (put or call);~~ the number of shares of Enron Common Stock available for issuance immediately prior to the Effective Time multiplied by the Enron Merger Ratio plus (ii) the ~~name~~ number of ~~the issuer~~ shares of ~~the securities subject~~ Dynegy Common Stock available for issuance immediately prior to the ~~Option~~ Effective Time). Promptly following the Closing Date, Newco shall file with the Securities and Exchange Commission (the ~~title and number of such securities;~~ "SEC") a Registration Statement on Form S-8 (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above or a post-effective amendment on Form S-8 with respect to the Form S-4 or such ~~Option against payment~~ other appropriate form) covering all such shares of Newco Class A Common Stock and shall cause such registration statement to ~~Custodian of~~ remain effective (and shall cause the ~~total amount payable~~ prospectus or prospectuses relating thereto to remain compliant with applicable securities laws) for as long as there are outstanding any such Enron Options or Dynegy Options or, with respect to Assumed Plans other than the ~~Portfolio; provided that the same conforms to the total amount payable~~ Enron Stock Plans or Dynegy Stock Plans, for as ~~set forth in such Certificate~~long as required under applicable securities laws. (c) ~~Upon the exercise~~ Except as otherwise specifically provided by ~~the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above~~this Section 4.5, the ~~Fund on behalf~~ terms of the ~~Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option~~ Enron Options and Dynegy Options and the ~~title~~ relevant Enron Stock Plans and ~~number of such securities; (ii)~~ Dynegy Stock Plans, as in effect on the ~~expiration date; (iii) the date of exercise~~ Effective Time, shall remain in full force and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying effect with respect to the ~~Option being purchased: (i) that~~ Enron Options and Dynegy Options, as applicable, after giving effect to the ~~transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option~~ Mergers and the ~~title and number of such securities; (iii) the exercise price; (iv) the premium to be paid~~ assumptions by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings Newco as set forth ~~below:~~above; similarly, the terms of each other Assumed Plan shall remain in full force and effect after giving effect to the Mergers and the assumptions by Newco as set forth above. As soon as practicable following the Effective Time, Newco shall deliver to the holders of Enron Options and Dynegy Options and beneficiaries of awards under Assumed Plans other than Enron Stock Plans and Dynegy Stock Plans appropriate notices setting forth the rights of such holders and beneficiaries pursuant to the respective Enron Stock Plans and Dynegy Stock Plans and other Assumed Plans and under the agreements evidencing the grants of such Enron Options and Dynegy Options, and that such Enron Options and Dynegy Options and such Assumed Plans shall be assumed by Newco and shall continue in effect on the same terms and conditions (subject to any adjustments required by this Section 4.5).

Appears in 2 contracts

Samples: Merger Agreement (Dynegy Inc /Il/), Merger Agreement (Enron Corp/Or/)

Options. At the Effective Time, each option granted by Saratoga to purchase shares of Saratoga Common Stock (each, an "Saratoga Option") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Saratoga Common Stock and shall be converted automatically into an option to purchase shares of SJNB Common Stock in an amount and at an exercise price determined as provided below (and otherwise subject to the terms of the stock option plans of Saratoga (the "Saratoga Stock Option Plans") and the agreements evidencing grants thereunder, including but not limited to, the accelerated vesting of such options which shall occur in connection with and by virtue of the consummation of the Merger as and to the extent required by such plans and agreements): (a) ~~Purchase~~ the number of ~~Options by a Portfolio Upon the purchase by a Portfolio~~ shares of ~~any Option (as defined below), the Fund on behalf of the Portfolio shall promptly deliver~~ SJNB Common Stock to the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (ii) the name of the issuer of the securities be subject to the ~~Option~~ new option shall be equal to the product of the number of shares of Saratoga Common Stock subject to the original option and the ~~title and number~~ Exchange Ratio, provided that any fractional shares of SJNB Common Stock resulting from such ~~securities; (iii)~~ multiplication shall be rounded down to the ~~expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio~~nearest share; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per ~~share; (v)~~ share of SJNB Common Stock under the ~~total amount~~ new option shall be equal to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per ~~share; (v)~~ share of Saratoga Common Stock under the ~~total amount to~~ original option divided by the Exchange Ratio, provided that such exercise price shall be ~~paid~~ rounded up to the ~~Portfolio upon such exercise; and (vi)~~ nearest cent. In the ~~name~~ case of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to any options which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option are "incentive stock options" (as defined ~~below) with respect to securities held by Custodian hereunder, the Fund on behalf~~ in section 422 of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) Code), the exercise price~~; (iv)~~ , the ~~premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name~~ number of ~~the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect~~ shares purchasable pursuant to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option options and the ~~title~~ terms and ~~number~~ conditions of exercise of such ~~securities; (ii) the Clearing Agent to whom the underlying securities are to~~ options shall be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" determined in order to ~~liquidate its position as a writer of an Option, the Fund on behalf~~ comply with section 424(a) of the ~~Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name~~ Code. The duration and other terms of the ~~issuer of~~ new option shall be the ~~securities subject~~ same as the original option except that all references to ~~such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium~~ Saratoga shall be deemed to be ~~paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent~~ references to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreementSJNB. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Merger Agreement (SJNB Financial Corp), Merger Agreement (Saratoga Bancorp)

Options. (a) ~~Purchase~~ At the Effective Time, each option granted by Subject Company to purchase shares of ~~Options by~~ Subject Company Common Stock (each a ~~Portfolio Upon~~ "Subject Company Option") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Subject Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below (and otherwise subject to the ~~purchase by a Portfolio~~ terms of ~~any Option~~ the Subject Company 1995 Performance Stock Plan, the Subject Company 1991 Performance Stock Plan (as ~~defined below~~amended), the ~~Fund on behalf~~ Subject Company 1988 Performance Stock Plan (as amended), the Subject Company 1983 Performance Stock Plan (as amended), the Subject Company Performance Stock Plan of 1980 (as amended and restated) and the Subject Company 1991 Director Option Plan (as amended and restated), as the case may be (collectively, the "Subject Company Stock Option Plans"), and the agreements evidencing grants thereunder, including, but not limited to, the accelerated vesting of such options which shall occur in connection with and by virtue of the ~~Portfolio shall promptly deliver~~ approval of the Merger Agreement and the Merger by the stockholders of Subject Company as and to the ~~Custodian a certificate signed~~ extent required by ~~an appropriate officer of the Fund~~ such plans and agreements): (~~a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (ii~~1) the ~~name~~ number of ~~the issuer~~ shares of ~~the securities~~ Parent Common Stock to be subject to the ~~Option and~~ new option shall be equal to the ~~title and~~ product of the number of ~~such securities; (iii) the expiration date: (iv) the exercise price; (v) the date~~ shares of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities Subject Company Common Stock subject to the ~~Option~~ original option and the ~~title and number~~ Common Exchange Ratio, provided that any fractional shares of Parent Common Stock resulting from such ~~securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable~~ multiplication shall be rounded down to the ~~Portfolio upon such sale~~nearest share; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate.and (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv2) the exercise price per ~~share; (v)~~ share of Parent Common Stock under the ~~total amount~~ new option shall be equal to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per ~~share; (v)~~ share of Subject Company Common Stock under the ~~total amount to~~ original option divided by the Common Exchange Ratio, provided that such exercise price shall be ~~paid~~ rounded up to the ~~Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised~~nearest cent. ~~Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account~~ The adjustment provided herein with respect to ~~deliver, out of the account of the Portfolio to~~ any options which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option are "incentive stock options" (as defined ~~below) with respect to securities held by Custodian hereunder, the Fund on behalf~~ in Section 422 of the ~~Portfolio~~ Internal Revenue Code of 1986, as amended (the "Code")) shall ~~promptly deliver~~ be and is intended to ~~Custodian~~ be effected in a ~~Certificate specifying~~ manner which is consistent with ~~respect to such Covered Call Option: (i~~Section 424(a) ~~the name~~ of the ~~issuer~~ Code and, to the extent it is not so consistent, such Section 424(a) shall override anything to the contrary contained herein. The duration and other terms of the ~~securities~~ new option shall be the same as the original option (subject to ~~such Covered Call Option and the title and number of such securities; (ii~~Section 6.7(b) ~~the expiration date; (iii~~hereof) ~~the exercise price; (iv) the premium~~ except that all references to Subject Company shall be deemed to be ~~received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is~~ references to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receiptsParent. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Merger Agreement (First Interstate Bancorp /De/), Merger Agreement (Wells Fargo & Co)

Options. (a) ~~Purchase~~ Except as may otherwise be agreed upon between a holder of Company Stock Options by and Parent, each option granted to a ~~Portfolio Upon~~ Company employee to acquire shares of Company Common Stock ("Company Stock Option") that is outstanding immediately prior to the ~~purchase by a Portfolio of any Option (~~Effective Time, whether or not then vested or exercisable, shall, effective as ~~defined below), the Fund on behalf~~ of the ~~Portfolio shall promptly deliver~~ Effective Time, become and represent an option to acquire the ~~Custodian a certificate signed by an appropriate officer~~ number of ~~the Fund~~ shares of Parent Common Stock (a "~~Certificate~~Substitute Option"~~) specifying with respect~~ ), rounded up or down to ~~each such Option:~~ the nearest whole share, determined by multiplying (i) ~~whether~~ the number of shares of Company Common Stock subject to such Company Stock Option ~~is a put or call Option;~~ immediately prior to the Effective Time by (ii) the ~~name~~ Exchange Ratio, at an exercise price per share of ~~the issuer of the securities subject~~ Parent Common Stock (increased to the ~~Option and~~ nearest whole cent) equal to the ~~title and number~~ exercise price per share of such ~~securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid~~ Company Stock Option divided by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was madeExchange Ratio; provided, however, that ~~such premium conforms~~ in the case of any Company Stock Option to which Section 421 of the Code applies by reason of its qualification as an incentive stock option under Section 422 of the Code, the conversion formula shall be adjusted if necessary to comply with Section 424(a) of the Code; and provided, further, that the conversion formula shall be further adjusted as provided in Section 2.3(d). After the Effective Time, except as provided in this Section 2.3, each Substitute Option shall be exercisable upon the same terms and conditions as were applicable to the ~~total premium payable as set forth in such Certificate~~related Company Stock Option immediately prior to the Effective Time. (b) ~~Sale of Options by a Portfolio Upon~~ Prior to the ~~sale of any Option purchased by a Portfolio in accordance with subsection (a) above~~Effective Time, the ~~Fund on behalf of the Portfolio~~ Company shall ~~promptly deliver to Custodian a Certificate specifying with respect to such sale:~~ (i) ~~the type~~ obtain any consents from holders of ~~Option (put or call);~~ Company Stock Options and (ii) amend the ~~name~~ terms of ~~the issuer of the securities subject~~ its equity incentive plans or arrangements, in each case to the ~~Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable~~ extent, if any, necessary to give effect to the ~~Portfolio upon such sale; and (vii) the name~~ provisions of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such CertificateSection 2.3(a). (c) ~~Upon~~ As soon as reasonably practicable after the ~~exercise by~~ Effective Time, Parent shall (i) file with the ~~Portfolio of any Call Option~~ Securities and Exchange Commission (~~as defined below~~the "SEC") ~~purchased by the Portfolio pursuant to subsection (a) above, the Fund~~ a registration statement on ~~behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying~~ Form S-8 or another appropriate form with respect to ~~such Call Option: (i)~~ the ~~name~~ shares of ~~the issuer of the securities~~ Parent Common Stock subject to such ~~Call Option and the title and number of such securities;~~ options, (ii) as soon as reasonably practicable, prepare and file with the ~~expiration date;~~ Nasdaq listing applications covering the shares of Parent Common Stock issuable upon the exercise of Substitute Options and use all reasonable efforts to obtain approval for the listing of such shares of Parent Common Stock, subject only to official notice of issuance and (iii) amend the ~~date~~ terms of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shallits equity incentive plans or arrangements, ~~upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable~~ in each case to the ~~Clearing Agent through whom the Call Option was exercised; provided that the same conforms~~ extent, if any, necessary to give effect to the ~~total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered~~ provisions of Section 2.3(a). Parent shall take all corporate action necessary to ~~the Fund pursuant to Section 16~~ reserve for issuance a sufficient number of ~~this agreement~~shares of Parent Common Stock for delivery upon exercise of Substitute Options. (d) ~~Upon~~ In the ~~exercise by a Portfolio~~ event that any Franchise Amount becomes due in accordance with the provisions of ~~any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof~~Section 2.6, the ~~Fund on behalf of the Portfolio~~ conversion formula applicable to each Substitute Option shall ~~deliver to Custodian a Certificate specifying~~ be adjusted by recalculating such formula in accordance with ~~respect to such Put Option:~~ clauses (i) ~~the name of the issuer of the securities subject to such Put Option~~ and ~~the title and number of such securities;~~ (ii) of Section 2.3(a) as if the ~~expiration date; (iii)~~ Exchange Ratio had been determined at the ~~date of exercise and settlement; (iv)~~ Effective Time to include the ~~exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name~~ value of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided Franchise Amount that ~~the same conforms to the amount payable to the Portfolio as set forth~~ is actually due in ~~such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to~~ accordance with Section ~~16 of this agreement~~2.6. (e) ~~Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund~~ On any date on ~~behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option:~~ which either (i) ~~the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities;~~ a Contingent Deferred Payment is paid or (ii) the ~~expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name~~ Escrow Agent releases any portion of the ~~Clearing Agent through whom~~ Escrow Account (as it may be increased) to Parent in respect of any Indemnified Losses, the ~~premium is~~ conversion formula applicable to each Substitute Option shall be ~~received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to~~ adjusted by recalculating such ~~Covered Call Option, such receipts as are required~~ formula in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: clauses (i) ~~the name of the issuer of the securities subject to such Covered Call Option~~ and ~~the title and number of such securities;~~ (ii) of Section 2.3(a) hereof as if the ~~Clearing Agent~~ Exchange Ratio had been determined at the Effective Time to ~~whom~~ include the ~~underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation~~ value of any ~~receipts delivered pursuant~~ Contingent Deferred Payment that is actually paid in accordance with Section 2.5 and to ~~subsection (e) hereof, Custodian shall deliver, or cause~~ exclude the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases value of any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf portion of the ~~Portfolio shall promptly deliver~~ Escrow Account that is released to ~~Custodian a Certificate specifying with~~ Parent in respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreementIndemnified Losses. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Merger Agreement (21st Century Telecom Group Inc), Merger Agreement (RCN Corp /De/)

Options. ~~(a) Purchase~~ Subject to the following and the provisions of ~~Options by a Portfolio Upon~~ section "4.6" hereinbelow, it is hereby acknowledged and agreed that the ~~purchase by a Portfolio~~ Executive will be granted, or will have already been granted, subject to the rules and policies of ~~any Option (as defined below)~~the Regulatory Authorities and applicable securities legislation, the ~~Fund on behalf~~ terms and conditions of the ~~Portfolio shall promptly deliver to~~ Company's existing stock incentive plans (collectively, the ~~Custodian a certificate signed by an appropriate officer~~ "Option Plan") and the final determination of the ~~Fund~~ Board of Directors, acting reasonably, an incentive stock option or options (a each being an "~~Certificate~~Option") ~~specifying~~ for the collective purchase of up to an aggregate of not less than 217,500 common shares of the Company (each an "Option Share"); at an exercise price of U.S. $1.50 per Option Share with respect to each such Option: (i) whether the Option is a put or call Option; (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase not less than 75,000 of the Option ~~held by such Clearing Agent for the account~~ Shares, at an exercise price of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any U.S. $2.40 per Option ~~purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying~~ Share with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery not less than a further 75,000 of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option Shares and ~~the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the~~ at an exercise price of U.S. $2.43 per ~~share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call~~ Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying Share with respect to the ~~Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name~~ balance of the ~~issuer~~ Option Shares; and exercisable for a period of ~~the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi)~~ not less than ten years from the date of ~~such purchase~~grant in each instance; and ~~(vii) the name~~ such further number of Options to acquire an equivalent number of Option Shares of the ~~Clearing Agent~~ Company as the Board of Directors may determine, in its sole and absolute discretion; and which Option or Options will be exercisable for such periods and at such exercise price or prices per Option Share as the Board of Directors may also determine, in its sole and absolute discretion, from time to ~~whom~~ time after the ~~premium~~ Effective Date hereof. It is hereby acknowledged that the initial Options granted prior to ~~be paid. Upon Custodian's payment~~ the Effective Date of this Agreement were negotiated as between the Parties hereto in the context of the ~~premium and~~ stage of development of the ~~return and/or cancellation of any receipt issued pursuant~~ Company existing prior to ~~subsection (e)~~ the Effective Date of this ~~Section 14 with respect~~ Agreement. Correspondingly, it is hereby acknowledged and agreed that the number of Options granted by the Company to the ~~Covered Call option being liquidated through~~ Executive hereunder shall be reviewed and renegotiated at the ~~Closing Purchase Transaction, Custodian shall (A) remove, or direct~~ request of either Party on a reasonably consistent basis during the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 continuance of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement Agreement and, ~~if such expired Option was a Covered Call Option written~~ in the event that the Parties cannot agree, then the number of Options shall be increased on an annual basis one year after the Effective Date by the ~~Portfolio, (ii) free,~~ percentage which is the average percentage of all increases to management stock options within the Company during the previous 12-month period; and in each case on similar and reasonable exercise terms and conditions. Any dispute respecting either the effectiveness or ~~instruct~~ magnitude of the ~~Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed~~ final number and terms hereunder shall be determined by ~~receipts issued~~ arbitration in ~~connection therewith~~accordance with Article "9" hereinbelow. ~~(i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:~~

Appears in 2 contracts

Samples: Executive Consulting Services Agreement (Uranium Energy Corp), Executive Employment Services Agreement (Uranium Energy Corp)

Options. (a) ~~Purchase~~ Nabisco hereby grants to Holdings, on the terms and conditions set forth herein, a continuing right (the "Class B Common Stock Option") to purchase from Nabisco, at the times set forth herein, such number of ~~Options~~ shares of Class B Common Stock as is necessary to allow the Holdings Entities to maintain the then-current Ownership Percentage. The Class B Common Stock Option shall be assignable, in whole or in part and from time to time, by ~~a Portfolio Upon~~ Holdings to any Holdings Entity. The exercise price for the ~~purchase by a Portfolio~~ shares of ~~any~~ Class B Common Stock purchased pursuant to the Class B Common Stock Option ~~(as defined below),~~ shall be the ~~Fund on behalf~~ Market Price of the ~~Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer~~ Class A Common Stock as of the Fund (a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of ~~purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name~~ first delivery of notice of exercise of the ~~registered broker-dealer who is acting as the clearing agent~~ Class B Common Stock Option by Holdings (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable or its permitted assignee hereunder) to ~~the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate~~Nabisco. (b) ~~Sale~~ The provisions of ~~Options~~ Section 2.01(a) hereof notwithstanding, the Class B Common Stock Option granted pursuant to Section 2.01(a) shall not apply and shall not be exercisable in connection with the issuance by ~~a Portfolio Upon the sale~~ Nabisco of any ~~Option purchased by a Portfolio in accordance with subsection (a) above~~shares of Class B Common Stock upon the exercise of stock options granted pursuant to Nabisco's Long Term Incentive Plan or any successor plan, so long as, from and after the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject date hereof and prior to the ~~Option and the title and~~ issuance of such shares upon exercise of options, Nabisco has repurchased from shareholders such number of ~~such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi)~~ shares as shall be equal to or greater than the total ~~amount payable~~ number of shares previously issued or to be issued under the ~~Portfolio upon~~ Nabisco Long Term Incentive Plan or any successor plan in connection with any such ~~sale; and (vii) the name~~ exercise of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificateoptions. (c) ~~Upon~~ Nabisco hereby grants to Holdings, on the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option terms and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as conditions set forth ~~in such Certificate~~herein, ~~and~~ a continuing right (~~B) delete~~ the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof"Nonvoting Stock Option" and, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance together with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Class B Common Stock Option, the ~~Fund on behalf~~ "Options") to purchase from Nabisco, at the times set forth herein, such number of shares of Nonvoting Stock as is necessary to allow the ~~Portfolio~~ Holdings Entities to own 80 percent of each class of outstanding Nonvoting Stock. The Nonvoting Stock Option shall ~~promptly deliver~~ be assignable, in whole or in part and from time to ~~Custodian a Certificate specifying with respect~~ time, by Holdings to any Holdings Entity. The exercise price for the shares of Nonvoting Stock purchased pursuant to the Nonvoting Stock Option shall be the price at which such Nonvoting Stock is then being ~~purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject~~ sold to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreementthird parties. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Corporate Agreement (Nabisco Inc), Corporate Agreement (Nabisco Group Holdings Corp)

Options. (ai) ~~Purchase of Options by a Portfolio Upon the purchase by a Portfolio of any~~ Each Emergent Option (that is outstanding as ~~defined below), the Fund on behalf~~ of the ~~Portfolio~~ Effective Time that is held by an Emergent Employee or other Emergent Business service provider shall ~~promptly deliver~~ remain an option to purchase Emergent Common Shares and shall be adjusted as described below to reflect the Distribution. Each such Adjusted Emergent Option shall be subject to the ~~Custodian a certificate signed by an appropriate officer~~ same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding Emergent Option immediately prior to the Effective Time; provided, however, that from and after the Effective Time: (x) the per-share exercise price of each such Adjusted Emergent Option shall be equal to the product of (I) the per-share exercise price of the ~~Fund~~ corresponding Emergent Option immediately prior to the Distribution Date multiplied by (~~a "Certificate"~~II) ~~specifying with respect~~ the Emergent Price Ratio, rounded up to the nearest whole cent; and (y) the number of Emergent Common Shares subject to each such ~~Option:~~ Adjusted Emergent Option shall be equal to the product of (iI) ~~whether~~ the number of Emergent Common Shares subject to each such Adjusted Emergent Option ~~is a put or call Option;~~ immediately prior to the Effective Time multiplied by (II) the Emergent Share Ratio, with any fractional shares rounded down to the nearest whole share. (ii) ~~the name~~ Each Emergent Option that is outstanding as of the ~~issuer of~~ Effective Time that is held by an Aptevo Employee or other Aptevo Business service provider shall be converted into an option to purchase Aptevo Common Shares and shall be adjusted as described below to reflect the ~~securities~~ Distribution. Each such Aptevo Option shall be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding Emergent Option immediately prior to the Effective Time; provided, however, that from and after the ~~title and number of such securities;~~ Effective Time: (~~iii~~x) the ~~expiration date:~~ per-share exercise price of each such Aptevo Option shall be equal to the product of (ivI) the per-share exercise ~~price;~~ price of the corresponding Emergent Option immediately prior to the Effective Time multiplied by (vII) the ~~date of purchase and settlement; (vi)~~ Aptevo Price Ratio, rounded up to the ~~premium to be paid by the Portfolio~~nearest whole cent; and (~~vii~~y) the ~~name~~ number of ~~the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the~~ Aptevo Common Shares subject to each such Aptevo Option ~~held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian~~ shall ~~pay the premium payable~~ be equal to the ~~Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate.~~ product of (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (iA) the ~~type~~ number of ~~Option (put or call); (ii) the name of the issuer of the securities~~ Emergent Common Shares subject to the corresponding Emergent Option ~~and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable~~ immediately prior to the ~~Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold~~ Effective Time multiplied by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) ~~delete~~ the ~~exercised Call Option from the statements delivered~~ Aptevo Share Ratio, with any fractional share rounded down to the ~~Fund pursuant to Section 16 of this agreement~~nearest whole share. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Employee Matters Agreement (Aptevo Therapeutics Inc.), Employee Matters Agreement (Aptevo Therapeutics Inc.)

Options. (a) ~~Purchase~~ On or within sixty (60) days following your Start Date you shall be granted a stock option (the “Option”) to purchase 279,000 shares of ~~Options~~ Allogene’s common stock, par value $0.001 per share (the “Common Stock”) (the “Option Shares”) pursuant to the Company’s 2017 Equity Incentive Plan (the “Plan”). Such grant shall be evidenced by ~~a Portfolio Upon~~ an option agreement (the ~~purchase~~ “Option Agreement”) to be entered into by ~~a Portfolio of any~~ and between you and the Company. The exercise price per Option ~~(as defined below),~~ Share will be equal to the ~~Fund on behalf~~ fair market value per share of the ~~Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer~~ Company’s Common Stock as of the ~~Fund (~~date that such Option is granted. The Option shall have a ~~"Certificate") specifying with respect to each such Option~~10-year term and shall vest and become exercisable as follows: (i) ~~whether~~ 25% upon the ~~Option is a put or call Option~~first anniversary of your Start Date (the “Initial Vesting Date”); and thereafter (ii) the ~~name~~ remaining unvested Options Shares shall vest in 36 substantially equal monthly installments as of the ~~issuer~~ last calendar day of each month following the securities subject to the Option and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such CertificateInitial Vesting Date. (b) ~~Sale~~ All Options shall be immediately exercisable with respect to one hundred percent (100%) of ~~Options by a Portfolio Upon~~ the ~~sale~~ Option Shares in exchange for restricted shares of ~~any Option purchased by a Portfolio~~ Common Stock of the Company (the “Restricted Shares”); provided, however, that the Restricted Shares will be subject to vesting in accordance with ~~subsection (a)~~ the schedule described above. Upon termination of your employment, the ~~Fund on behalf~~ Company shall have the right to repurchase any Restricted Shares that have not vested as of ~~the Portfolio shall promptly deliver to Custodian~~ such termination (“Unvested Shares”) at a ~~Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject~~ price equal to the exercise price per Option ~~and~~ Share (the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate“Repurchase Right”). (c) ~~Upon~~ In the ~~exercise~~ event that your employment is terminated by the ~~Portfolio of any Call Option~~ Company without Cause (as defined below) ~~purchased~~ or by you for Good Reason (as defined below) at any time beginning on the ~~Portfolio pursuant~~ date that is 90 days prior to ~~subsection~~ the effective date of a Change of Control (aas defined in the Plan) ~~above~~and ending on the date that is 12 months following the Change of Control, then (i) all unvested Restricted Stock and Option Shares shall immediately vest in full, and (ii) all Options will remain exercisable for a period of 90 calendar days following the ~~Fund on behalf~~ date of such termination, after which time the ~~Portfolio~~ Option shall ~~promptly deliver~~ expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to ~~Custodian a Certificate specifying~~ give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to ~~such Call Option: (i) the name of the issuer of the securities~~ any vested or unvested portion subject to such ~~Call Option and the title and number of~~ equity award before 90 days following such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreementtermination. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this ~~Section 14, the following terms shall have the meanings as set forth below~~Agreement:

Appears in 2 contracts

Samples: Employment Agreement, Employment Agreement (Allogene Therapeutics, Inc.)

Options. At the Effective Time, each outstanding option to purchase shares of Jefferson Common Stock under the Jefferson 1995 Long Term Incentive Stock Plan (each, a "Jefferson Stock Option"), whether vested or unvested, shall be converted into an option to acquire, on the same terms and conditions as were applicable under such Jefferson Stock Option, the number of shares of Wachovia Common Stock equal to (a) ~~Purchase~~ the number of ~~Options~~ shares of Jefferson Common Stock subject to the Jefferson Stock Option, multiplied by (b) the Exchange Ratio (such product rounded down to the nearest whole number) (a ~~Portfolio Upon~~ "Replacement Option"), at an exercise price per share (rounded up to the ~~purchase~~ nearest whole cent) equal to (y) the aggregate exercise price for the shares of Jefferson Common Stock which were purchasable pursuant to such Jefferson Stock Option divided by ~~a Portfolio~~ (z) the number of ~~any~~ full shares of Wachovia Common Stock subject to such Replacement Option in accordance with the foregoing. Notwithstanding the foregoing, each Jefferson Stock Option which is intended to be an "incentive stock option" (as defined ~~below), the Fund on behalf~~ in Section 422 of the ~~Portfolio~~ Code) shall ~~promptly deliver~~ be adjusted in accordance with the requirements of Section 424 of the Code. At or prior to the ~~Custodian a certificate signed by an appropriate officer~~ Effective Time, Jefferson shall take all action necessary including obtaining any necessary consents from Optionees, to permit the replacement of the ~~Fund~~ outstanding Jefferson Stock Options by Wachovia pursuant to this Section and to permit Wachovia to assume (~~a "Certificate") specifying with respect~~ to ~~each such Option: (i) whether~~ the ~~Option is a put or call Option; (ii~~extent described below) the ~~name of~~ Jefferson 1995 Long Term Incentive Stock Plan. Jefferson shall further take all action necessary to amend the ~~issuer of~~ Jefferson 1995 Long Term Incentive Stock Plan to eliminate automatic grants or awards thereunder following the ~~securities subject to~~ Effective Time. At the ~~Option and~~ Effective Time, Wachovia shall assume the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was madeJefferson 1995 Long Term Incentive Stock Plan; provided, that such ~~premium conforms to the total premium payable as set forth~~ assumption shall be only in ~~such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf~~ respect of the ~~Portfolio~~ Replacement Options and that Wachovia shall ~~promptly deliver to Custodian a Certificate specifying~~ have no obligation with respect to ~~such sale: (i)~~ any awards under the ~~type of Option (put or call); (ii)~~ Jefferson 1995 Long Term Incentive Stock Plan other than the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, Replacement Options and shall ~~impose,~~ have no obligation to make any additional grants or ~~direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate~~ awards under such ~~restrictions as may be required by such receipts~~assumed plans. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Merger Agreement (Wachovia Corp/ Nc), Merger Agreement (Jefferson Bankshares Inc)

Options. (a) ~~Purchase~~ At the Effective Time, each option granted by FNB to purchase shares of ~~Options by~~ FNB Common Stock which is outstanding and unexercised immediately prior thereto shall cease to represent a ~~Portfolio Upon~~ right to acquire shares of FNB Common Stock and shall be converted automatically into an option to purchase shares of LSB Common Stock in an amount and at an exercise price determined as provided below (and otherwise subject to the ~~purchase by a Portfolio~~ terms of ~~any Option~~ the FNB Stock Plans (as defined below), ) and the ~~Fund on behalf of the Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying with respect to each such Option:~~ agreements evidencing grants thereunder): (i) ~~whether~~ The number of shares of LSB Common Stock to be subject to the ~~Option is a put or call Option~~new option shall be equal to the product of the number of shares of FNB Common Stock subject to the original option and the Exchange Ratio, provided that any fractional shares of LSB Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of LSB Common Stock under the ~~name of the issuer of the securities subject~~ new option shall be equal to the ~~Option and~~ exercise price per share of FNB Common Stock under the ~~title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid~~ original option divided by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by Exchange Ratio, provided that such ~~Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian~~ exercise price shall ~~pay the premium payable~~ be rounded to the ~~Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate~~nearest whole cent. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying The adjustment provided herein with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent any options which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option are “incentive stock options” (as defined ~~below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf~~ in Section 422 of the ~~Portfolio~~ Internal Revenue Code of 1986, as amended (the “Code”)), shall ~~promptly deliver~~ be and is intended to ~~Custodian~~ be effected in a ~~Certificate specifying~~ manner which is consistent with ~~respect to such Call Option: (i~~Section 424(a) ~~the name~~ of the ~~issuer~~ Code. The duration and other terms of the ~~securities subject~~ new option shall be the same as the original option except that all references to ~~such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount~~ FNB shall be deemed to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable references to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreementLSB. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 2 contracts

Samples: Merger Agreement (LSB Bancshares Inc /Nc/), Merger Agreement (FNB Financial Services Corp)

Options. (a) ~~Purchase of Options by a Portfolio Upon the purchase by a Portfolio of any Option (as defined below), the Fund on behalf~~ As of the ~~Portfolio~~ Effective Time, all Options, whether vested or unvested, and the Option Plan, insofar as it relates to Options outstanding under such Option Plan as of the Closing, shall ~~promptly deliver~~ be assumed by the Buyer. Immediately after the Effective Time, each Option outstanding immediately prior to the ~~Custodian a certificate signed by~~ Effective Time shall be deemed to constitute an ~~appropriate officer~~ option to acquire, on the same terms and conditions as were applicable under such Option at the Effective Time, such number of ~~the Fund (a "Certificate") specifying with respect~~ shares of Buyer Common Stock as is equal to ~~each such Option:~~ (i) ~~whether~~ the number of Common Shares subject to the unexercised portion of such Option ~~is a put or call Option;~~ multiplied by (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid Per Share Consideration divided by the ~~Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent~~ Trailing Average Price (the "~~Clearing Agent~~Option Exercise Ratio") (with any fraction resulting from such multiplication to be rounded down to the nearest whole number). ~~Upon receipt~~ The exercise price per share of ~~a Clearing Agent's confirmation~~ each such assumed Option shall be equal to the exercise price of such Option immediately prior to the Effective Time, divided by the Option Exercise Ratio (rounded up to the nearest whole cent). The term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the ~~purchase~~ Code, if applicable, and all of the ~~Option held by such Clearing Agent for~~ other terms of the ~~account of Custodian as custodian for the Portfolio, Custodian~~ Options shall ~~pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate~~otherwise remain unchanged. (b) ~~Sale~~ As soon as practicable after the Effective Time, the Buyer or the Surviving Corporation shall deliver to the holders of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect appropriate notices setting forth such holders' rights pursuant to such ~~sale:~~ Options, as amended by this Section 1.9, and the agreements evidencing such Options shall continue in effect on the same terms and conditions (~~i) the type of Option (put or call); (ii) the name of the issuer of the securities~~ subject to the ~~Option~~ amendments provided for in this Section 1.9 and ~~the title and number of~~ such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificatenotice). (c) ~~Upon~~ The Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Common Stock for delivery upon exercise of the ~~exercise by~~ Options assumed in accordance with this Section 1.9. Within 30 days after the ~~Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above~~Effective Time, the ~~Fund~~ Buyer shall file a Registration Statement on ~~behalf of~~ Form S-8 (or any successor form) under the ~~Portfolio shall promptly deliver to Custodian a Certificate specifying~~ Securities Act with respect to ~~such Call Option: (i) the name~~ all shares of ~~the issuer of the securities~~ Buyer Common Stock subject to such ~~Call Option~~ Options that may be registered on a Form S-8, and shall use its best efforts to maintain the ~~title and number~~ effectiveness of such ~~securities; (ii)~~ Registration Statement for so long as such Options remain outstanding. The Buyer shall use all commercially reasonable efforts to cause the ~~expiration date; (iii) the date~~ shares of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities Buyer Common Stock subject to such ~~Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount~~ options to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction listed on the ~~securities underlying~~ Nasdaq National Market or such other market on which the ~~Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement~~Buyer Common Stock is then listed or traded. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 1 contract

Samples: Merger Agreement (Network Engines Inc)

Options. JXX shall receive an option to purchase 100,000 shares common stock of Contango for each Prospect that results in the drilling of an exploration well on such Prospect that is capable of producing oil or gas in paying quantities (~~a) Purchase of Options by~~ a ~~Portfolio Upon the purchase by a Portfolio of any Option (as defined below~~“successful well”), ~~the Fund on behalf of the Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying~~ as well as for each Reserve Acquisition in which Contango has invested with JXX. With respect to each such Option: (i) whether the Option is a put or call Option; (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) aboveProspects, the ~~Fund on behalf of~~ options shall vest as follows: 33,333 options shall vest and become exercisable upon the ~~Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale~~earlier of: (i) the ~~type of Option (put~~ test establishing that a successful well has been completed or ~~call);~~ (ii) the ~~name~~ date of first production from such well; 33,333 options shall vest and become exercisable when Prospect Payout has occurred; and 33,334 options shall vest and become exercisable when Contango’s return on investment attributable to such Prospect equals fifteen percent (15%). With respect to Reserve Acquisitions, the options shall vest as follows: 33,333 options shall vest and become exercisable upon closing of the ~~issuer~~ Reserve Acquisition; 33,333 options shall vest and become exercisable when Reserve Acquisition Payout (as hereinafter defined) has occurred; and 33,334 options shall vest and become exercisable when Contango’s return on investment attributable to such Reserve Acquisition equals fifteen percent (15%). The per share exercise price of the ~~securities subject~~ options shall be the greater of (i) $1.00 and (ii) the average closing price of Contango common stock on the NASDAQ bulletin board for the 20 trading days prior to logging the successful well in the case of Prospects, or prior to the ~~Option and~~ execution of a letter of intent to purchase in the ~~title and number~~ case of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was madea Reserve Acquisition. ~~Custodian~~ The term “Reserve Acquisition Payout” shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that be defined the same ~~conforms to~~ as the ~~total amount payable~~ term “Prospect Payout,” as set forth in ~~such Certificate. (c) Upon~~ Section 2.3, with the ~~exercise by~~ exception that the ~~Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above~~revenues, the ~~Fund on behalf of~~ deductions from revenues, and the ~~Portfolio~~ costs and expenses to be considered shall ~~promptly deliver~~ be those relating to ~~Custodian a Certificate specifying~~ the oil and gas interests acquired in connection with that particular Reserve Acquisition, rather than solely with respect to ~~such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and~~ a particular Prospect. The number of ~~such securities; (ii) the expiration date; (iii) the date~~ shares of ~~exercise~~ Contango common stock for which JXX is entitled to receive an option to purchase and ~~settlement; (iv)~~ the exercise price ~~per share;~~ of such options are subject to adjustment as provided in Section 2.6. In case of any consolidation with or merger of Contango with or into another person (v) except for a merger or consolidation in which Contango is the ~~total amount~~ continuing entity), or in case of any sale, lease or conveyance to ~~be paid by the Portfolio upon such exercise; and (vi) the name~~ another person of the ~~Clearing Agent through whom such Call Option was exercised. Custodian shall~~property of Contango as an entirety or substantially as an entirety, ~~upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable~~ all options granted under this Section 2.5 shall vest in full prior to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number occurrence of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreementevent. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 1 contract

Samples: Exploration Agreement (Contango Oil & Gas Co)

Options. (a) ~~Purchase of Options by a Portfolio Upon the purchase by a Portfolio of any Option (as defined below), the Fund on behalf of the Portfolio shall promptly deliver~~ The Optionor does hereby give and grant to the ~~Custodian a certificate signed by an appropriate officer of~~ Optionee the ~~Fund (a "Certificate") specifying with respect~~ sole exclusive and immediate right and option to ~~each such Option~~earn and acquire: (i) ~~whether~~ a 51% participating interest in all of the Purchased Assets save and except for the Inuit Owned Lands and the IOL Land Use License (the “Crown Lands Option”), the Crown Lands Option ~~is a put or call Option~~to be subject to reduction if the Optionee exercises the IOL Forced Option and acquires the Inuit Owned Lands Interest as provided in Section 2.1(d); and (ii) if the ~~name~~ Optionee exercises the IOL Forced Option, a 10% participating interest in the Inuit Owned Lands and IOL Land Use License, it being understood and agreed that if the Optionee acquires the Inuit Owned Lands Interest, the Crown Lands Option will be reduced from a 51% participating interest to a 10% Participating Interest; in all cases, free and clear of all Liens, save and except for Permitted Liens, by satisfying within the issuer of the securities subject to the Option and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as time limits set forth in ~~such Certificate~~this Agreement, the obligations set out in this Article 2. (b) ~~Sale~~ It is understood and agreed that immediately upon the signing of ~~Options~~ this Agreement, the Optionor will provide notice to Sandstorm under the terms of the Sandstorm Royalty Agreement of the grant of the Crown Lands Option and the grant of the IOL Forced Option given that the Sandstorm Royalty Agreement provides for a 30 day notice period. Unless the requirement is waived by ~~a Portfolio Upon~~ Sandstorm, the ~~sale of any Option purchased~~ Optionee shall sign an agreement to be bound by ~~a Portfolio~~ the Sandstorm Royalty Agreement, in form and substance acceptable to Sandstorm, in accordance with ~~subsection (a) above,~~ the ~~Fund on behalf~~ Optionee’s participating interest if the Optionee exercises one or both of the ~~Portfolio~~ Options (such agreement to terminate if the Optionee shall ~~promptly deliver~~ cease to ~~Custodian a Certificate specifying with respect~~ be the owner of either participating interest pursuant to ~~such sale: (i)~~ the ~~type~~ terms of ~~Option (put~~ this Agreement or ~~call); (ii)~~ if the ~~name~~ transactions contemplated in the Arrangement Agreement are completed and the Optionee Subco shall be the only owner of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the PortfolioMining Property; provided that should the ~~same conforms~~ latter occur, Optionee will cause Optionee Subco to sign an agreement to be bound by the ~~total amount payable as set forth~~ Sandstorm Royalty Agreement, in ~~such Certificate~~form and substance acceptable to Sandstorm). (c) ~~Upon~~ As soon as practicable after the ~~exercise~~ signing of this Agreement, the Optionee shall sign an agreement in favour of NTI to be bound by the ~~Portfolio of any Call~~ Crown Rights Agreement in accordance with the Optionee’s participating interest if the Optionee exercises the Crown Lands Option (~~as defined below) purchased by~~ such agreement to terminate if the ~~Portfolio~~ Optionee shall cease to be the owner of the Crown Lands Interest pursuant to ~~subsection (a) above,~~ the ~~Fund on behalf~~ terms of this Agreement or if the transactions contemplated in the Arrangement Agreement are completed and the Optionee Subco shall be the only owner of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercisedMining Property; provided that should the ~~same conforms~~ latter occur, Optionee will cause Optionee Subco to sign an agreement in favour of NTI to be bound by the Crown Rights Agreement). The Optionor shall forthwith provide notice to NTI under the terms of the Crown Rights Agreement of the grant of the Crown Lands Option to the ~~total amount payable as set forth in such Certificate~~Optionee, ~~and (B) delete~~ attaching the ~~exercised Call Option from~~ Optionee’s agreement to be bound by the ~~statements delivered to the Fund pursuant to Section 16 of this agreement~~Crown Rights Agreement. (d) ~~Upon~~ The Parties agree that the ~~exercise by~~ IOL Forced Option shall operate as set out in this Section 2.1(d). At any time or times the Optionee shall have the right to send a ~~Portfolio of any Put~~ notice to the Optionor stating that the Optionee shall seek to trigger the IOL Forced Option (~~as defined below) purchased~~ the “IOL Forced Option Trigger Notice”). The IOL Forced Option Trigger Notice shall have attached thereto a signed agreement from the Optionee to be bound by the ~~Portfolio pursuant~~ MEA (as required by the MEA) (the “MEA Assumption Agreement”), in accordance with the Optionee’s participating interest if the Optionee exercises the IOL Forced Option (such agreement to ~~subsection (a) hereof,~~ terminate if the ~~Fund on behalf~~ Optionee shall cease to be the owner of the ~~Portfolio~~ participating interest in the Inuit Owned Lands or if the transactions contemplated in the Arrangement Agreement are completed and the Optionee Subco shall ~~deliver to Custodian a Certificate specifying with respect to such Put Option: (i)~~ be the ~~name~~ only owner of the ~~issuer of~~ Mining Property; provided that should the ~~securities subject~~ latter occur, Optionee will cause Optionee Subco to ~~such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount~~ sign an agreement to be ~~paid to~~ bound by the ~~Portfolio upon such exercise; and~~ MEA (~~vi)~~ as required by the ~~name of the Clearing Agent through whom such Put Option was exercised~~MEA). ~~Custodian shall~~ Immediately upon receipt of the ~~amount payable upon~~ IOL Forced Option Trigger Notice (and in any event within two Business Days), the ~~exercise~~ Optionor shall have the obligation to send a notice to NTI as required by the MEA (and in particular, Section 14.02 thereof) advising of the ~~Put~~ IOL Forced Option (~~A) deliver or cause~~ the ~~Securities Depository or Book Entry Account to deliver, out~~ “MEA Notice”). The MEA Notice shall be accompanied by the MEA Assumption Agreement The Optionor shall forward a copy of the ~~account~~ MEA Notice to the Optionee at the same time as it is sent to NTI. The IOL Forced Option shall be effective on the 45th day following the date of the ~~Portfolio~~ MEA Notice and the Optionor shall confirm the effectiveness of the IOL Forced Option by delivery of a written confirmation notice to such effect to the Optionee. The Optionor shall keep the Optionee apprised verbally and followed up immediately thereafter in writing of any and all negotiations with NTI and questions and concerns raised by NTI relative to the MEA Notice and the MEA Assumption Agreement. For clarity, if the Optionee shall exercise the IOL Forced Option, this shall not increase the amount of the Option Earn In Expenditures (which ~~such Put Option was allocated, the securities which were~~ is subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required reduction in accordance with the ~~customs prevailing among brokers in Covered Call~~ provisions of Section 7.4(a), it being understood and agreed that the said amount is applicable to the Options, ~~and shall impose,~~ irrespective of when the IOL Forced Option is exercised (being either before or ~~direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts~~after an Arrangement Agreement Termination Event). (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 1 contract

Samples: Earn in Agreement

Options. (a) ~~Purchase~~ At the Effective Time, each option granted by the Company to purchase shares of ~~Options by~~ Company Common Stock which is outstanding and unexercised immediately prior thereto shall cease to represent a ~~Portfolio Upon~~ right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of VTEL Common Stock in an amount and at an exercise price determined as provided below (and otherwise subject to the ~~purchase by a Portfolio of any Option (as defined below), the Fund on behalf~~ terms of the ~~Portfolio shall promptly deliver to~~ Company benefit plans under which they were issued and the ~~Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying with respect to each such Option:~~ agreements evidencing grants thereunder). (i) ~~whether~~ The number of shares of VTEL Common Stock to be subject to the ~~Option is a put or call Option~~new option shall be equal to the product of the number of shares of Company Common Stock subject to the original option and the Common Stock Conversion Ratio, provided that any fractional shares of VTEL Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and CORPDAL:59869.4 22768-00022 46 (ii) The exercise price per share of VTEL Common Stock under the ~~name of the issuer of the securities subject~~ new option shall be equal to the ~~Option and~~ exercise price per share of Company Common Stock under the ~~title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid~~ original option divided by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by Common Stock Conversion Ratio, provided that such ~~Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian~~ exercise price shall ~~pay the premium payable~~ be rounded down to the ~~Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate~~nearest whole cent. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying The adjustment provided herein with respect to ~~such sale:~~ any options which are "incentive options" (~~i) the type of Option (put or call); (ii) the name~~ as defined in Section 422 of the ~~issuer~~ Code) shall be and is intended to be effectuated in a manner which is consistent with Section 424(a) of the ~~securities subject~~ Code. The duration and other terms of the new option shall be the same as the original option except that all references to the ~~Option~~ Company or any of its subsidiaries shall be deemed to be references to VTEL and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificateits subsidiaries. (c) ~~Upon~~ If and to the ~~exercise~~ extent required by the ~~Portfolio~~ terms of the plans governing the original options or pursuant to the terms of any ~~Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above~~agreements evidencing grants thereunder, the ~~Fund on behalf~~ Company shall use its reasonable efforts to obtain the consent of ~~the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name~~ each holder of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable outstanding options to the ~~Clearing Agent through whom the Call Option was exercised;~~ treatment provided ~~that the same conforms to the total amount payable as set forth~~ in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection subparagraph (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith6.10. (id) ~~For purposes of this Section 14~~With respect to the Assumed Options, as soon as practicable following the ~~following terms~~ Effective Time, VTEL shall ~~have~~ use its best efforts to file one or more registration statements on Form S-8 with the ~~meanings as set forth below:~~SEC with respect to the VTEL Common Stock subject to such Assumed Options.

Appears in 1 contract

Samples: Merger Agreement (Vtel Corp)

Options. Except for Immediately Exercisable Options which are exercised on or prior to the Closing Date, the Parent and the Purchaser agree that on or prior to the Closing Date, the Purchaser shall cause the existing Directors' Stock Option Plan and Employee Stock Option Plan of the Company (athe "STOCK OPTION PLANS") ~~Purchase of Options by a Portfolio Upon~~ to be amended such that each option to purchase Shares (an "OPTION") outstanding under the ~~purchase by a Portfolio of any~~ Stock Option Plans that remains outstanding at the Closing shall be converted into an option to acquire, on substantially the same terms and conditions as were applicable under such Option (~~as defined below~~including, without limitation, any repurchase rights or vesting provisions), ~~the Fund on behalf of the Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying with respect to each such Option:~~ Parent Common Stock, except that (i) ~~whether~~ such Option shall be exercisable for that number of shares of Parent Common Stock as is equal to the product of the number of Shares that were issuable upon exercise of such Option ~~is a put or call Option;~~ immediately prior to the Closing Date multiplied by the amount of the Consideration per Share under the Offer and divided by the Weighted Average Closing Price and (ii) the ~~name~~ per share exercise price for the shares of Parent Common Stock issuable upon exercise of such converted Option will be equal to the aggregate exercise price for the Shares purchasable pursuant to such Option immediately prior to the Closing Date (converted into US currency based on the Bank of Canada daily noon exchange rate on the Closing Date) divided by the number of full shares of Parent Common Stock purchasable pursuant to (i) above, rounded down to the nearest whole cent. As soon as reasonably practicable after the Closing Date, Parent shall deliver to holders of Options appropriate notice setting forth such holders' rights pursuant hereto. The total number of shares of Parent Common Stock issuable upon exercise of assumed Options is referred to hereinafter as the "TOTAL ASSUMED OPTION SHARES". In the event that the Stock Option Plans may not be amended or does not otherwise permit the Parent to cause the Options to be converted unto options to acquire Parent Company Stock as aforementioned, Parent agrees to offer to all holders of the ~~issuer of the securities subject~~ outstanding Options (for greater certainty, other than Immediately Exercisable Options which are exercised on or prior to the ~~Option and~~ Closing Date), the ~~title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium~~ right to ~~be paid~~ exchange their Options into options issued by the ~~Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent~~ Parent to acquire Parent Common Stock (the "~~Clearing Agent~~EXCHANGE OPTIONS"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable ) on same terms as set forth in above. The Selling Shareholders agree if reasonably requested by the Parent and the Purchaser, to cause the Company and if necessary the Company's board of directors, to do all things reasonably requested to facilitate the conversion of the Options into options to acquire Parent Company Stock or as the case may be, to encourage all such ~~Certificate. (b) Sale~~ holders of outstanding Options to exchange their Options into Exchange Options. Parent shall register the issuance of Parent Common Stock issuable upon exercise of Options by or Exchange Options under the SECURITIES ACT of 1933 on a ~~Portfolio Upon~~ Form S-8 or other available form so as to permit the ~~sale~~ holders of ~~any Option purchased by a Portfolio in accordance with subsection (a) above,~~ Options or Exchange Options to resell the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable Parent Common Stock issuable upon the exercise of the ~~Put Option (A~~Options or Exchange Options without such holders being obliged to establish a registration statement or prospectus or other similar requirements. The parties agree that the conversion of Options into options to acquire Parent Company Stock or the exchange of Options into Exchange Options by the holders thereof shall constitute an exchange under Sub-Section 7(1.4) ~~deliver or cause the Securities Depository or Book Entry Account to deliver, out~~ of the ~~account of the Portfolio to which~~ ITA and will make such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions minor adjustments as may be required by for such ~~receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver~~ purposes. The Selling Shareholders agree to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the ~~Securities Depository~~ Board of Directors not to accelerate the vesting or ~~Book Entry Account to deliver, the underlying securities as specified in the Certificate~~ exercise period for ~~the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases~~ any Option ~~identical to a previously written Covered Call~~ issued under the Stock Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreementPlans. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 1 contract

Samples: Merger Agreement (Natural Microsystems Corp)

Options. ~~(a) Purchase~~ 6.1 The Committee is hereby authorized to grant Incentive Stock Options and Nonstatutory Stock Options to any employee who is an Eligible Person and to grant Nonstatutory Stock Options to any Director, provided that the number of Options by granted to an Eligible Person during a ~~Portfolio Upon~~ calendar year will not exceed the ~~purchase by a Portfolio of any Option (as defined below), the Fund on behalf of the Portfolio shall promptly deliver~~ applicable limitations set forth in Article 5 when aggregated with other applicable Awards made to ~~the Custodian a certificate signed~~ that Eligible Person during that calendar year. 6.2 All Options will be evidenced by an ~~appropriate officer of the Fund (~~Agreement. All Agreements granting Incentive Stock Options will contain a ~~"Certificate") specifying with respect to each such Option: (i) whether~~ statement that the Option is ~~a put or call~~ intended to be an Incentive Stock Option; if no such statement is included in the Agreement, or if the Agreement affirmatively states that the Option is intended to be a Nonstatutory Option, the Option shall be a Nonstatutory Option. 6.3 The Option Period will be determined by the Committee and specifically set forth in the Agreement, provided that an Option will not be exercisable after ten years from the Grant Date and will not be exercisable until the expiration of at least six months from the Grant Date (iiexcept that this limitation need not apply in the event of the death or disability of the Optionee or as otherwise permitted by the Agreement upon a change in control of the Corporation). 6.4 All Incentive Stock Options granted under the Plan will comply with the provisions of Section 422 of the Internal Revenue Code and with all other applicable rules and regulations. 6.5 The Option Price for any Option will equal the Fair Market Value on the Grant Date, unless otherwise determined by the Committee in its discretion pursuant to an Option that contains terms and conditions that satisfy (or qualify such Option for an exemption from) the ~~name~~ applicable requirements of Section 409A of the ~~issuer of~~ Internal Revenue Code. 6.6 The Committee will determine the ~~securities subject to~~ methods by which the Option Price of an Option may be paid and the ~~title and number~~ form or forms of payment that may be permitted. 6.7 All other terms of Options granted under the Plan will be determined by the Committee in its sole discretion. 6.8 The Committee may provide in the Agreement evidencing the grant of an Option that the Committee, in its sole discretion, will have the right to substitute a Share Appreciation Right for such Option at any time prior to or upon exercise of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was madeOption; provided, however, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to Share Appreciation Right will be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying exercisable with respect to the ~~Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and~~ same number of Shares for which such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such substituted Option ~~from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement~~would have been exercisable. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 1 contract

Samples: Incentive Award Plan (PNC Financial Services Group Inc)

Options. (a) ~~Purchase~~ At the Effective Time, each holder of ~~Options~~ an option to purchase shares of Series A Common (each, an “Optionholder”) under New Wave’s 1993 Stock Option Plan or 2004 Stock Option Plan (collectively, the “New Wave Option Plans”) that is exercisable by its terms at the Effective Time (including those for which exercisability accelerates in connection with the Merger) with a ~~Portfolio Upon~~ per share exercise price less than the ~~purchase by~~ Per Share Merger Consideration as measured at the Effective Time (each, an “In-the-Money Vested Option”) shall be converted into the right to receive an amount of cash from ESI out of the Closing Date Amount equal to the product of (a) the number of vested shares of Series A Common subject to such In-the-Money Vested Option and (b) the difference between the Per Share Merger Consideration and the per share exercise price for the vested shares of Series A Common subject to such In-the-Money Vested Option; provided, however, that it is understood and acknowledged that such Optionholders shall participate in the Indemnity Escrow Amount, NWC Holdback Amount, the Securityholder Expense Escrow Amount and/or any proceeds resulting from a ~~Portfolio of any Option~~ Sale or a Taiwan Merger (as defined in Section 4.1.5 below), and have such other obligations of Securityholders hereunder as more fully described herein. At the ~~Fund on behalf~~ Effective Time, each In-the-Money Vested Option shall terminate and shall only represent the right to receive the foregoing cash payment. ESI shall be entitled to withhold from the portion of the ~~Portfolio shall promptly deliver~~ Aggregate Merger Consideration payable to such Optionholder any applicable Tax withholding related to the ~~Custodian a certificate signed by an appropriate officer~~ cancellation of the Fund (a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered brokerIn-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificatethe-Money Vested Options. (b) ~~Sale~~ Except as otherwise provided in this Section 1.3.3, each option to purchase shares of ~~Options by a Portfolio Upon~~ Series A Common under the ~~sale of any~~ New Wave Option ~~purchased by a Portfolio in accordance with subsection~~ Plans that is not vested immediately prior to the Effective Time and that has an exercise price per share that is less than the Per Share Merger Consideration (~~a) above~~collectively, the ~~Fund~~ “In-the-Money Unvested Options”) will, at the Effective Time and without any further action on ~~behalf~~ the part of the ~~Portfolio~~ holder thereof, be terminated and ESI shall ~~promptly deliver~~ issue in substitution therefor and under ESI’s 2004 Stock Incentive Plan an option to ~~Custodian a Certificate specifying with respect~~ purchase the number of shares of ESI common stock equal to the product (rounded to the nearest whole number) of (x) the number of shares of Series A Common subject to such ~~sale:~~ In-the-Money Unvested Options multiplied by (iy) a fraction, the ~~type~~ numerator of ~~Option (put or call); (ii)~~ which is the ~~name~~ Per Share Merger Consideration and the denominator of which is the average of the ~~issuer~~ closing sale prices of ESI common stock (as adjusted for stock splits, dividends and the like) as reported on NASDAQ for the five (5) trading days ending upon and including the trading day immediately before the Closing Date (such fraction, the “Option Conversion Ratio”). The exercise price per share for each In-the-Money Unvested Option after the Effective Time will be determined by dividing the per share exercise price for such In-the-Money Unvested Options immediately before the Effective Time by the Option Conversion Ratio. The term, exercisability, and vesting schedule of each In-the-Money Unvested Option will to the extent permitted by law and otherwise reasonably practicable be unchanged; provided, however, that any such option that is an incentive stock option under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended (the “Code”) shall have an option that is not an incentive stock option issued by ESI in substitution therefor. ESI, New Wave and Merger Corp. intend that the In-the-Money-Unvested Options be substituted in a manner that does not result in a modification for purposes of Section 409A of the ~~securities subject to the Option~~ Code and ~~the title and number of such securities; (iii~~this Section 1.3.3(b) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall ~~consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above~~ be interpreted consistent with ~~respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided~~ that ~~the same conforms to the total amount payable as set forth in such Certificate~~intent. (c) ~~Upon~~ All options to purchase shares of Series A Common under the ~~exercise by the Portfolio of any Call~~ New Wave Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the Plans that have an exercise price ~~per share; (v)~~ equal to or greater than the ~~total amount to~~ Per Share Merger Consideration, whether vested or unvested, shall terminate at the Effective Time and be ~~paid by the Portfolio upon such exercise; and (vi) the name~~ of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreementno further force or effect. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 1 contract

Samples: Merger Agreement (Electro Scientific Industries Inc)

Options. At the Effective Time, each of the Options listed on Schedule 2.2 hereto which is outstanding and unexercised at the Effective Time (the "Employee Stock Options") shall be converted automatically into an EDO Option (a "Substituted Option") in an amount and at an exercise price determined as provided below: (a) ~~Purchase~~ The number of shares of EDO Common Stock to be subject to each Substituted Option shall be equal to the product of the number of Common Shares subject to the corresponding Employee Stock Option and the Exchange Ratio, provided that any fractional shares of EDO Common Stock resulting from such multiplication shall be rounded down to the nearest share and, except with respect to any Options ~~by a Portfolio Upon the purchase by a Portfolio of any Option~~ which are intended to qualify as "incentive stock options" (as defined ~~below~~in Section 422 of the Code ("ISOs")), ~~the Fund on behalf of the Portfolio~~ EDO shall ~~promptly deliver~~ pay an amount in cash to the ~~Custodian a certificate signed by an appropriate officer~~ holder of ~~the Fund (a "Certificate") specifying with respect to each~~ such ~~Option: (i) whether the~~ Employee Stock Option ~~is a put or call Option; (ii) the name of the issuer of the securities subject~~ equal to the ~~Option and~~ fair market value immediately prior to the ~~title and number~~ Effective Time of such ~~securities~~fractional shares calculated based on the EDO Average Price; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate.and (b) ~~Sale~~ The exercise price per share of ~~Options~~ EDO Common Stock under the Substituted Option shall be equal to the aggregate exercise price of the corresponding Employee Stock Option divided by ~~a Portfolio Upon~~ the ~~sale~~ total number of ~~any~~ full shares of EDO Common Stock subject to the Substituted Option ~~purchased by a Portfolio in accordance with subsection~~ (as determined under paragraph (a) immediately above), provided that such exercise price shall be rounded up to the ~~Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying~~ nearest cent. The adjustment provided herein with respect to ~~such sale: (i~~any ISOs shall be and is intended to be effected in a manner that is consistent with section 424(a) ~~the type of Option (put or call); (ii) the name~~ of the ~~issuer~~ Code. The duration and other terms of the ~~securities subject to~~ Substituted Option shall be the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name same as that of the ~~Clearing Agent through whom the sale was made. Custodian~~ corresponding Employee Stock Option, except that all references to AIL shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount be deemed to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable references to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreementEDO. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Edo Corp)

Options. (a) ~~Purchase~~ At the Effective Time, each outstanding option to purchase shares of ~~Options~~ Fed One Common Stock under the Fed One Stock Option Plans (each, a "Fed One Stock Option"), whether vested or unvested, shall be converted into an option to acquire, on the same terms and conditions as were applicable under such Fed One Stock Option, the number of shares of United Common Stock equal to (a) the number of shares of Fed One Common Stock subject to the Fed One Stock Option, multiplied by (b) the Exchange Ratio (such product rounded to the nearest whole number) (a ~~Portfolio Upon~~ "Replacement Option"), at an exercise price per share (rounded down to the ~~purchase~~ nearest whole cent) equal to (y) the per share exercise price pursuant to such Fed One Stock Option divided by ~~a Portfolio of any~~ the Exchange Ratio. Notwithstanding the foregoing, each Fed One Stock Option which is intended to be an "incentive stock option" (as defined ~~below), the Fund on behalf~~ in Section 422 of the ~~Portfolio~~ Code) shall ~~promptly deliver to~~ be adjusted in accordance with the ~~Custodian a certificate signed by an appropriate officer~~ requirements of Section 424 of the ~~Fund (a "Certificate") specifying~~ Code. Accordingly, with respect to ~~each such Option: (i) whether~~ "incentive stock options," fractional shares shall be rounded down to the nearest whole number of shares and where necessary the per share exercise price shall be rounded up to the nearest cent. At or prior to the Effective Time, Fed One shall use its best efforts, including using its reasonable best efforts to obtain any necessary consents from optionees, with respect to the Fed One Stock Option ~~is a put or call Option; (ii)~~ Plans to permit the ~~name~~ replacement of the ~~issuer of~~ outstanding Fed One Stock Options by United pursuant to this Section and to permit United to assume the ~~securities subject~~ Fed One Stock Option Plans. Fed One shall further take all action necessary to amend the Fed One Stock Option ~~and~~ Plans to eliminate automatic grants or awards thereunder following the ~~title and number of such securities; (iii)~~ Effective Time. At the ~~expiration date: (iv)~~ Effective Time, United shall assume the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Fed One Stock Option ~~held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made~~Plans; provided, that such ~~premium conforms~~ assumption shall be only in respect of the Replacement Options and that United shall have no obligation with respect to any awards under the ~~total premium payable as set forth in~~ Fed One Stock Option Plans other than the Replacement Options and shall have no obligation to make any additional grants or awards under such ~~Certificate~~assumed Fed One Stock Option Plans. (b) ~~Sale of Options by a Portfolio Upon~~ At all times after the ~~sale of any Option purchased by a Portfolio in accordance with subsection (a) above~~Effective Time, ~~the Fund on behalf of the Portfolio~~ United shall ~~promptly deliver to Custodian a Certificate specifying with respect to~~ reserve for issuance such ~~sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and~~ number of ~~such securities; (iii) the date~~ shares of ~~sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable~~ United Common Stock as necessary so as to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon permit the exercise of options granted under the ~~Put~~ Fed One Stock Option ~~(A) deliver or cause~~ Plans in the ~~Securities Depository or Book Entry Account to deliver, out of~~ manner contemplated by this Agreement and the ~~account of the Portfolio~~ instruments pursuant to which such ~~Put Option was allocated, the securities which~~ options were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio granted. United shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance file with the ~~customs prevailing among brokers in Covered Call Options, and shall impose, or direct~~ SEC a registration statement on an appropriate form under the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying Act with respect to the ~~Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name~~ shares of ~~the issuer of the securities~~ United Common Stock subject to ~~such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium~~ options to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt acquire United Common Stock issued pursuant to ~~subsection (e~~Section 3.06(a) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Optionhereof, and ~~(B) delete~~ shall use its reasonable best efforts to maintain the current status of the prospectus contained therein, as well as comply with any applicable state securities or "blue sky" laws, for so long as such ~~Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement~~options remain outstanding. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 1 contract

Samples: Merger Agreement (United Bankshares Inc/Wv)

Options. (a) ~~Purchase of Options by a Portfolio Upon~~ Each option to purchase Company Common Stock (collectively, the ~~purchase by a Portfolio of any~~ “Options”) granted under the Company’s 1999 Stock Option Plan and 1992 Stock Option Plan (~~as defined below~~the “Company Option Plans”), ~~the Fund on behalf of the Portfolio shall promptly deliver~~ whether vested or unvested, which is outstanding immediately prior to the ~~Custodian~~ Effective Time and which has not been exercised or canceled prior thereto shall, at the Effective Time be exchanged for an option to acquire shares of Surviving Company Common Stock (collectively, the “Company Option Assumption”) on the terms set forth in Section 2.8(b) below. Prior to the Closing Date, the Company shall use its reasonable best efforts to obtain the written acknowledgment of each holder of a ~~certificate signed by an appropriate officer of the Fund (a "Certificate") specifying~~ then-outstanding Option with respect to ~~each~~ the assumption of such ~~Option:~~ Option in accordance with the terms of this Section 2.8. The Company’s 1987 Stock Option Plan, 1989 Stock Option Plan and 2001 Stock Option Plan shall terminate at the Effective Time. (b) (i) ~~whether~~ The number of shares of Surviving Company Common Stock which may be acquired pursuant to the Company Option Assumption shall be equal to the product of the number of shares of Company Common Stock covered by the Option ~~is a put or call Option~~multiplied by the Exchange Ratio, provided that any fractional share of Surviving Company Common Stock resulting from such multiplication shall be rounded down to the nearest whole share; (ii) the ~~name~~ exercise price per share of ~~the issuer of the securities subject~~ Surviving Company Common Stock shall be equal to the ~~Option and the title and number~~ exercise price per share of Company Common Stock of such ~~securities~~Option, divided by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest whole cent; (iii) the duration and other terms of such Company Option Assumption shall be substantially identical to the duration and other terms of such Option (giving effect to the terms of the Company Option Plans or the Options providing for accelerated vesting as a result of the transactions contemplated by this Agreement) except that all references to Company shall be deemed to be references to Surviving Company and its affiliates, where the context so requires, and shall remain exercisable until the stated expiration ~~date: (iv) the exercise price; (v) the~~ date of ~~purchase and settlement; (vi)~~ the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of salecorresponding Option; (iv) Surviving Company shall assume such Option, whether vested or not vested, in a manner consistent with the ~~sales price~~requirements of the regulations under Section 424 of the Code; and (v) ~~the date of settlement; (vi) the total amount payable~~ to the ~~Portfolio upon such sale; and (vii) the name~~ extent that Options qualify as incentive stock options under Section 422 of the ~~Clearing Agent~~ Code, the Company Option Assumption shall be intended to so qualify. The Company Option Assumption shall be confirmed through ~~whom~~ appropriate written or electronic records. The foregoing is intended to effect an assumption of an Option by the ~~sale was made. Custodian shall consent to the delivery~~ Surviving Company under Section 424(a) of the Code and neither a Company Option ~~sold by~~ Assumption nor the ~~Clearing Agent~~ assumption of an Option shall give the holder of an Option additional benefits which ~~previously supplies the confirmation described in subsection (a) above with respect to~~ he or she did not have under such Option ~~against payment to Custodian~~ within the meaning of Section 424(a)(1) of the ~~total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of~~ Code. The Surviving Company shall not issue or pay for any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio fractional shares otherwise issuable upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt option issued pursuant to ~~subsection (e) of this Section 14 with respect to~~ the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Company Option ~~from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement~~Assumption. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 1 contract

Samples: Merger Agreement (Northeast Bancorp /Me/)

Options. 2.3.1 The Seller grants to the Buyer the right, exercisable by notice in writing to the Buyer to be received by not later than 5:00 pm (aLondon time) ~~Purchase~~ on the relevant Option Exercise Expiry Date, to acquire the respective Option Vessels in accordance with the terms of ~~Options by a Portfolio Upon~~ this Agreement. 2.3.2 If the ~~purchase by a Portfolio of any~~ Buyer does not exercise the First Option ~~(as defined below)~~prior to the First Option Exercise Expiry Date, the ~~Fund~~ Buyer shall not acquire the Option Company on ~~behalf~~ Closing and the Option Company shall fall outside the terms of this Agreement accordingly and the ~~Portfolio~~ provisions of this Agreement shall ~~promptly deliver~~ be read and interpreted by the Parties on that basis. The Buyer shall not be entitled to exercise the Second Option if it has not exercised the First Option prior to the ~~Custodian a certificate signed by an appropriate officer~~ First Option Exercise Date in accordance with the terms of this Agreement. 2.3.3 In circumstances where the ~~Fund (a "Certificate") specifying with respect~~ Buyer has exercised the First Option but does not subsequently exercise the Second Option prior to ~~each~~ the Second Option Exercise Expiry Date, the Seller shall undertake such ~~Option: (i) whether~~ steps as may be necessary prior to Closing to move the Option ~~is a put or call Option; (ii)~~ Bareboat Charters for the ~~name of the issuer of the securities subject to the~~ Second Option and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase Vessels together with related agreements out of the Option ~~held~~ Company with the intention that on Closing the only vessels that the Option Company will hold will be the First Option Vessels and the provisions of this Agreement shall be read and interpreted by ~~such Clearing Agent for~~ the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such CertificateParties accordingly. ~~(b) Sale of Options by a Portfolio~~ 2.3.4 Upon the ~~sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf~~ written request of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium Buyer to be received by the ~~Portfolio;~~ Seller not later than seven (v7) Business Days prior to: (a) the ~~date such Covered Call~~ First Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercisedExercise Date, the ~~Fund on behalf of~~ Seller shall within five (5) Business Days provide to the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifyingBuyer: (i) a declaration of class or (depending on the ~~name~~ classification society) a class maintenance certificate dated not earlier than three (3) Business Days prior to the First Option Exercise Date in respect of both of the ~~issuer of the securities subject to such Covered Call~~ First Option Vessels; and ~~the title and number of such securities;~~ (ii) information on any matters that would caveat the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified Seller Warranties set out in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying Clause 13.3 with respect to the First Option ~~being purchased~~Vessels if those Seller Warranties were to be repeated at 5.00 p.m. (London time) on the date falling two (2) Business Days prior to the First Option Exercise Date; and (b) the Second Option Exercise Date, the Seller shall within five (5) Business Days provide to the Buyer: (i) ~~that~~ a declaration of class or (depending on the ~~transaction is~~ classification society) a ~~Closing Purchase Transaction~~class maintenance certificate dated not earlier than three (3) Business Days prior to the Second Option Exercise Date in respect of both of the Second Option Vessels; and (ii) information on any matters that would caveat the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 Seller Warranties set out in Clause 13.3 with respect to the ~~Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall~~ Second Option Vessels if those Seller Warranties were to be repeated at 5.00 p.m. (ALondon time) ~~remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction~~ on the ~~securities underlying the Covered Call Option, and~~ date falling two (B2) ~~delete such Option from statements delivered~~ Business Days prior to the ~~Fund by Custodian pursuant to Section 16 of this agreement~~Second Option Exercise Date. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 1 contract

Samples: Sale and Purchase Agreement (Frontline LTD /)

Options. (a) ~~Purchase~~ The Company shall take all actions necessary to provide that at the Effective Time, (i) each option outstanding at the Effective Time to purchase shares of ~~Options by~~ Common Stock granted under the 2000 Stock Option Plan of the Company (each a ~~Portfolio Upon~~ "Company Stock Option") shall be cancelled and (ii) in consideration of the ~~purchase by a Portfolio~~ cancellation of ~~any~~ each fully-vested, exercisable Company Stock Option (including Company Stock Options that are subject to accelerated vesting as ~~defined below~~a result of the Merger), the ~~Fund on behalf~~ holder of such fully-vested, exercisable Company Stock Option (including Company Stock Options that are subject to accelerated vesting as a result of the ~~Portfolio~~ Merger) shall ~~promptly deliver~~ receive, upon surrender and cancellation of the option agreement representing such Company Stock Options, an amount in cash equal to the ~~Custodian a certificate signed by an appropriate officer~~ product of (x) the excess of the ~~Fund~~ Estimated Per Share Amount over the per share exercise price of such fully-vested, exercisable Company Stock Options, times (~~a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (ii~~y) the ~~name~~ number of ~~the issuer~~ shares of ~~the securities~~ Common Stock subject to such fully-vested, exercisable Company Stock Option (the ~~Option and the title and number~~ aggregate amount of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (payments, the "~~Clearing Agent~~Aggregate Option Consideration"). ~~Upon receipt of~~ Company Stock Options not fully-vested or not otherwise exercisable (other than those that are subject to accelerated vesting as a ~~Clearing Agent's confirmation~~ result of the ~~purchase~~ Merger) shall be cancelled without consideration. All shares of Common Stock underlying the ~~Option held by such Clearing Agent~~ vested, exercisable Company Stock Options shall not be deemed outstanding for ~~the account~~ purposes of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificatethis Article 2. (b) ~~Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above~~The Company shall, ~~the Fund on behalf~~ as of the ~~Portfolio shall promptly deliver~~ Effective Time, pay in cash the entire amount payable under the Phantom Stock Award Agreement to ~~Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject~~ Xxxx, being an amount equal to the ~~Option and~~ Estimated Per Share Amount times the ~~title and~~ number of phantom stock units issued to Xxxx ("Phantom Stock Consideration") under such ~~securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon~~ agreement and cancel such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificateagreement. (c) ~~Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf~~ All payments of the ~~Portfolio~~ Aggregate Option Consideration and the Phantom Stock Consideration shall ~~promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i)~~ be paid from the ~~name of the issuer of the securities~~ Estimated Merger Consideration and shall be subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreementapplicable withholding Taxes. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 1 contract

Samples: Merger Agreement (Barton Protective Services LLC)

Options. (a) ~~Purchase~~ Promptly following the execution of this Agreement, the Company shall use commercially reasonable efforts to ensure that at the Effective Time, all Company Options by shall be canceled, in each case, in accordance with and pursuant to the terms of the Company Option Plans under which such Company Options were granted. In consideration of such cancellation, each holder of an In-the-Money Option canceled in accordance with this Section 1.8 will be entitled to receive in settlement of such In-the-Money Option, as promptly as practicable following the Effective Time, a ~~Portfolio Upon~~ cash payment from the ~~purchase by a Portfolio of any Option~~ Payment Fund (as defined ~~below~~in Section 1.11), ~~the Fund on behalf~~ subject to any required withholding of ~~the Portfolio shall promptly deliver~~ taxes, equal to the ~~Custodian a certificate signed by an appropriate officer~~ product of ~~the Fund (a "Certificate") specifying with respect to each such Option:~~ (i) ~~whether~~ the total number of shares of Company Common Stock otherwise issuable upon exercise of such In-the-Money Option ~~is a put or call Option;~~ and (ii) the ~~name~~ excess of the ~~issuer~~ Merger Consideration over the applicable exercise price per share of ~~the securities subject to the Option and the title and number~~ Company Common Stock otherwise issuable upon exercise of such ~~securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker~~In-~~dealer who is acting as the clearing agent~~ the-Money Option (the ~~"Clearing Agent"~~“In-the-Money Option Consideration”). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, however, that with respect to any person subject to Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any such ~~premium conforms~~ amount shall be paid as soon as practicable after the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act. For the avoidance of doubt, all Company Options that are not In-the-Money Options (including without limitation the unvested portion of any Company Options regardless of their exercise price) shall be canceled without payment of any consideration and without any further liability to the ~~total premium payable as set forth in~~ Company or the Surviving Corporation and shall not be accelerated, and the holders of Company Options shall be entitled to the In-the-Money Option Consideration pursuant to this Section 1.8 only to the extent such ~~Certificate~~Company Options are In-the-Money Options. (b) ~~Sale~~ The Company shall use commercially reasonable efforts to cause each holder of ~~Options by~~ a ~~Portfolio Upon the sale~~ Company Option to execute a written acknowledgment of ~~any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to~~ such ~~sale:~~ holder that (i) the ~~type~~ payment of the In-the-Money Option ~~(put or call);~~ Consideration, if any, will satisfy in full the Company’s obligation to such person pursuant to such Company Option and (ii) ~~the name of the issuer of the securities~~ subject to the payment of the In-the-Money Option Consideration, if any, such Company Option held by such holder shall, without any action on the part of the Company or the holder, be deemed terminated, canceled, void and of no further force and effect as between the Company and the ~~title~~ holder and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian neither party shall ~~consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above~~ have any further rights or obligations with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; thereto and (iii) that the ~~total amount payable~~ portion of any Company Option held by such holder that is not an In-the-Money Option shall be canceled without payment of any consideration and without any further liability to the ~~Portfolio upon such delivery. Upon~~ Company or the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such CertificateSurviving Corporation. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 1 contract

Samples: Merger Agreement (Progress Software Corp /Ma)

Options. 5.1 Prior to the Contract Date, the ODP has provided to the Authority proposals for certain additional infrastructure services as more particularly set out in Appendix 22 (Extendibility Options) to this Schedule 3B which the Authority may wish the ODP to perform as part of the Additional Infrastructure Services ("Extendibility Options"). 5.2 Where the Authority so requires (in its sole discretion and without any binding commitment on its part) and instructs the ODP to do so the ODP shall within 60 days of any such instruction enter into a Package Order with the Authority in respect of any of the Extendibility Options and the following shall apply: (a) ~~Purchase of Options by a Portfolio Upon~~ the ~~purchase by a Portfolio of any~~ Completion Date and Key Dates to be inserted into the Package Order shall be as stated in the relevant Extendibility Option ~~(as defined below~~set out in Appendix 22 to this Schedule 3B. Subject to clause 5.2(c), these dates shall be subject to adjustment at the ~~Fund on behalf~~ time of execution of the ~~Portfolio shall promptly deliver~~ Package Order in accordance with the extension of time provisions set out in the Conditions of Contract for Infrastructure Services where one or more of the events giving rise to an adjustment to the ~~Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying with respect~~ Completion Date or Key Dates has/have occurred prior to each such Option: (i) whether the Option is a put or call Option; (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of ~~purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name~~ execution of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate.Package Order; (b) ~~Sale~~ the Prices to be inserted into the Package Order in relation to the instruction are as stated in the relevant Extendibility Option set out in Appendix 22 to this Schedule 3B. The ODP has provided the Prices and Budget set out in Appendix 22 and is of ~~Options by~~ the view that the amounts stated in it represent a ~~Portfolio Upon~~ reasonably sufficient estimate of the ~~sale~~ costs for carrying out the Additional Infrastructure Services stated therein. Subject to clause 5.2(c), the Prices shall be: (i) subject to adjustment at the time of ~~any Option purchased by a Portfolio~~ execution of the Package Order in accordance with ~~subsection~~ the payment provisions set out in the Conditions of Contract for Infrastructure Services in the event that a compensation event (~~a) above, the Fund on behalf~~ as defined in Part 6 of the ~~Portfolio shall promptly deliver~~ Conditions of Contract for Infrastructure Services) has occurred prior to ~~Custodian a Certificate specifying with respect to such sale: (i)~~ the ~~type~~ date of ~~Option (put or call)~~execution of the Package Order; and / or (ii) ~~the name of the issuer of the securities~~ subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold any reasonable adjustment which may be agreed by the ~~Clearing Agent which previously supplies~~ Authority (acting reasonably) to reflect the ~~confirmation described~~ pricing assumptions in ~~subsection (a) above~~ Appendix 22 with ~~respect~~ regards to ~~such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate~~statutory / regulatory approvals, third party land, new technology and utilities. (c) ~~Upon the exercise by the Portfolio of any Call Option (as defined below~~Clauses 5.2(a) ~~purchased by the Portfolio pursuant to subsection (a~~and 5.2(b) ~~above, the Fund on behalf of the Portfolio~~ shall ~~promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option~~ have no effect and the ~~title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount~~ ODP shall not be entitled to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable an addition to the ~~Clearing Agent through whom the Call Option was exercised; provided that the same conforms~~ Prices or to an adjustment to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver Completion Date or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith.Key Dates: (i) ~~For purposes~~ in respect of ~~this Section 14~~and to the extent of any matter contained in the risks that the ODP has priced in Appendix 22 (Extendibility Options); or (ii) where and to the extent that the cause of the progress of the Infrastructure Services and/or the CVL Transformation and/or Associated Projects having been delayed, affected or suspended or any increase in the ~~following terms shall have~~ Prices arises from the ~~meanings as set forth below:~~ODP's error, omission, negligence or default.

Appears in 1 contract

Samples: Odp Grant Agreement

Options. If at any time or from time to time the Company shall issue or sell any Options to subscribe for or purchase any Common Units whether or not the rights to subscribe for or purchase thereunder are immediately exercisable, and the consideration per Unit for which additional Common Units may at any time thereafter be issuable pursuant to such Options shall be less than the Fair Market Value Per Unit of the Common Units for which such Options are exercisable (~~a) Purchase of Options by a Portfolio Upon~~ determined on the ~~purchase by a Portfolio of any Option (as defined~~ date specified below), then the ~~Fund~~ Company shall issue a number of Antidilution Units as provided in Section 10.02(a) hereof on ~~behalf of~~ the ~~Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer of the Fund~~ basis that (~~a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (ii~~1) the ~~name of the issuer of the securities subject to the Option and the title and~~ maximum number of additional Common Units issuable pursuant to all such ~~securities; (iii) the expiration date: (iv) the exercise price; (v)~~ warrants, options or other rights shall be deemed to have been issued as of the date of ~~purchase~~ determination of the Fair Market Value Per Unit of such Common Units as hereinafter provided and ~~settlement;~~ (vi2) the ~~premium~~ aggregate consideration for such maximum number of additional Common Units shall be deemed to be ~~paid~~ the minimum consideration received and receivable by the ~~Portfolio; and~~ Company for the issuance of such additional Common Units pursuant to the terms of such warrants, options or other rights. If at any time or from time to time the Company shall issue or sell any Options to subscribe for or purchase Convertible Securities, whether or not the rights to subscribe for or purchase Convertible Securities thereunder are immediately exercisable, then for purposes of this Section 10.02, (~~vii~~A) the ~~name~~ maximum number of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect Convertible Securities issuable pursuant to such ~~sale: (i) the type~~ Options shall be deemed to have been issued as of ~~Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii)~~ the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable determination as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificatehereinafter provided, and (B) ~~delete~~ the ~~exercised Call Option from~~ aggregate consideration for such maximum number of Convertible Securities shall be deemed to be the ~~statements delivered~~ minimum consideration received and receivable by the Company for the issuance of such Convertible Securities pursuant to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number terms of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and the provisions of Section 10.02(c) shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject apply to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such deliveryissuance. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 1410.02(b), the ~~following terms~~ effective date of such adjustment and the date as of which the Fair Market Value Per Unit shall ~~have~~ be computed shall be the ~~meanings as set forth below:~~earlier of (i) the date on which the Company shall enter into a firm contract or commitment for the issuance of such Options and (ii) the date of actual issuance of such Options.

Appears in 1 contract

Samples: Securities Purchase Agreement (Muzak Holdings Finance Corp)

Options. In connection with the Merger, effective at the Effective Time, all outstanding stock options or similar rights to purchase Common Shares or Preferred Shares (aeach, an “Option”) ~~Purchase of Options by a Portfolio Upon~~ heretofore granted under the ~~purchase by a Portfolio of any~~ Company’s 2001 Stock Option Plan, 2002 Stock Option Plan or 2004 Stock Option Plan (~~as defined below~~together, the “Option Plans”), without any payment therefor except as otherwise provided in this Section 3.03, shall be automatically cancelled in accordance with their terms, and, prior to the ~~Fund on behalf~~ Effective Time, the Board of Directors of the ~~Portfolio~~ Company (or, if appropriate, any committee thereof) shall ~~promptly deliver~~ adopt appropriate resolutions and take all other actions necessary to terminate the Option Plans and all individual option agreements outside of the Option Plans as of the Effective Time. Each Option, to the ~~Custodian a certificate signed by an appropriate officer~~ extent unexercised as of the ~~Fund~~ Effective Time, shall thereafter no longer be exercisable but shall entitle each holder thereof (each, an “Option Holder”), in cancellation and settlement therefor, to a ~~"Certificate"~~payment in cash, at the Effective Time, equal to (A) ~~specifying with respect to each such Option:~~ if an Option exercisable for Common Shares, the product of (i) ~~whether~~ the ~~Option is a put or call~~ excess, if any, of (x) the Common Per Share Merger Consideration (subject to adjustment to reflect changes in the Closing Net Working Capital and/or the Closing Cash as provided in Sections 3.01(b), 3.01(c) and 3.04 hereof) over (y) the exercise price per Common Share subject to such Option; , multiplied by (ii) the ~~name~~ total number of Common Shares subject to such Option immediately prior to its cancellation (such payment to be net of Withholding, if any, and without interest), at the ~~issuer of~~ same time, in the ~~securities~~ same manner and subject to the same conditions under which other Company Stockholders receive Common Per Share Merger Consideration, or (B) if an Option ~~and~~ exercisable for Preferred Shares, the ~~title and number~~ product of ~~such securities;~~ (~~iii~~i) the ~~expiration date:~~ excess, if any, of (ivx) the Preferred Per Share Merger Consideration (subject to adjustment to reflect changes in the Closing Net Working Capital and/or the Closing Cash as provided in Sections 3.01(b), 3.01(c) and 3.04 hereof) over (y) the exercise ~~price;~~ price per Preferred Share subject to such Option, multiplied by (vii) the ~~date~~ total number of ~~purchase~~ Preferred Shares subject to such Option immediately prior to its cancellation (such payment to be net of Withholding, if any, and ~~settlement;~~ without interest), at the same time, in the same manner and subject to the same conditions under which other Company Stockholders receive the Preferred Per Share Merger Consideration (vicollectively, such amounts payable hereunder being referred to as the “Option Payments”). As soon as practicable, but in no event later than five (5) business days after the ~~premium~~ Effective Time, the Representative or its designee shall mail to each Option Holder (1) a letter of transmittal and (2) instructions for use in effecting the cancellation and termination of the Option in exchange for the Option Payments contemplated to be paid by to the ~~Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent")~~Option Holders pursuant to this Section 3.03. Upon receipt of a ~~Clearing Agent's confirmation~~ duly completed letter of transmittal, the ~~purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian~~ Representative or its designee shall pay ~~the premium payable~~ to ~~the Clearing Agent through whom the purchase was made; provided~~such Option Holder, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the ~~Portfolio shall promptly deliver~~ Company out of amounts paid to ~~Custodian a Certificate specifying~~ the Representative in accordance with this Agreement and subject to any applicable Withholdings, the Option Payments due under this Section 3.03 with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was madeOption. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as Notwithstanding any contrary provision set forth in ~~such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above~~this Agreement, the ~~Fund on behalf of the Portfolio~~ Representative shall ~~promptly deliver~~ not pay to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, Holder at the ~~Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased:~~ Effective Time (i) that portion of the ~~transaction~~ Option Payments represented by such Option Holder’s pro rata share of the Escrow Funds until such time as such amount, if any, is ~~a Closing Purchase Transaction;~~ distributable pursuant to the terms and conditions of the Escrow Agreement or (ii) such Option Holder’s pro rata share of Holdback Amount or the ~~name~~ Expense Amount (in each case as such terms are defined in the Representative Agreement), until such time as such amounts, if any, are distributable pursuant to the terms and conditions of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreementRepresentative Agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Medvest Holdings Corp)

Options. At the Effective Time, each then outstanding option to purchase shares of Emergisoft Common Stock granted by Emergisoft (~~a) Purchase of Options by a Portfolio Upon~~ collectively, the ~~purchase by a Portfolio of any Option (as defined below~~"Emergisoft Options"), ~~the Fund on behalf~~ shall, as of the ~~Portfolio~~ Effective Time, automatically and without any action on the part of the holder thereof, cease to represent a right to acquire shares of Emergisoft Common Stock and be converted into an option to acquire Xxxxxx Common Stock. The holders of such Emergisoft Options shall ~~promptly deliver~~ continue to have, and be subject to, the same terms and conditions set forth in the stock option agreements pursuant to which such Emergisoft Options were issued as in effect immediately prior to the ~~Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying with respect to each such Option:~~ Effective Time, except that: (i) ~~whether~~ such Emergisoft Options shall be exercisable for that number of whole shares of Xxxxxx Common Stock equal to the product of the number of shares of Emergisoft Common Stock covered by the Emergisoft Option ~~is a put or call Option~~immediately prior to the Effective Time multiplied by the Exchange Ratio rounded up to the nearest whole number of shares of Xxxxxx Common Stock; and (ii) the ~~name~~ per share exercise price for the shares of Xxxxxx Common Stock issuable upon the ~~issuer~~ exercise of ~~the securities subject~~ such assumed Emergisoft Option shall be equal to the ~~Option and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid~~ quotient determined by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) dividing the exercise price per ~~share; (v)~~ share of Emergisoft Common Stock specified for such Emergisoft Option under the ~~total amount~~ applicable stock option agreement in effect immediately prior to ~~be paid~~ the Effective Time by the ~~Portfolio upon such exercise; and (vi)~~ Exchange Ratio, rounding the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable resulting exercise price down to the ~~Clearing Agent through whom~~ nearest whole cent. At the ~~Call Option was exercised; provided that~~ Effective Time, Xxxxxx shall reserve for issuance the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of ~~such securities; (ii) the expiration date; (iii) the date~~ shares of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable Xxxxxx Common Stock that will become issuable upon the exercise of the ~~Put Option (A) deliver or cause the Securities Depository or Book Entry Account~~ Emergisoft Options pursuant to ~~deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms~~ this Section 2.09. Notwithstanding anything to the ~~amount payable~~ contrary, nothing herein shall require Xxxxxx to issue fractional shares of Xxxxxx Common Stock upon the ~~Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements~~ exercise of any Emergisoft Option. The adjustment provided herein with respect to ~~be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option~~ any options that are "incentive options" (as defined ~~below~~in Section 422 of the Code) shall be and is intended to be effectuated in a manner which is consistent with Section 424(a) of the Code. Nothing in this Section 2.09 shall affect the schedule of vesting (or the acceleration thereof) with respect to ~~securities held by Custodian hereunder,~~ the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium Emergisoft Options to be ~~received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received~~converted as provided in this Section 2.09. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received Except as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Optionabove, the ~~Fund on behalf~~ duration and other terms of the ~~Portfolio~~ new option shall ~~promptly deliver~~ be the same as the original option except that all references to ~~Custodian a Certificate specifying with respect~~ Emergisoft or any of its subsidiaries shall be deemed to be references to Xxxxxx. If and to the ~~Option being purchased: (i) that~~ extent required by the ~~transaction is a Closing Purchase Transaction; (ii) the name~~ terms of the ~~issuer of~~ plans governing the ~~securities subject~~ original options or pursuant to ~~such Option and~~ the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation terms of any ~~receipt issued pursuant~~ agreements evidencing grants thereunder, Emergisoft shall use its reasonable efforts to ~~subsection (e)~~ obtain the consent of ~~this Section 14 with respect~~ each holder of outstanding options to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of treatment provided in this ~~agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection~~ subparagraph (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith2.09. ~~(i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:~~

Appears in 1 contract

Samples: Merger Agreement (Emergisoft Holding Inc)

Options. ~~(a) Purchase~~ 6.1 Subject to the provisions of ~~Options by a Portfolio Upon~~ the ~~purchase by a Portfolio of any Option (as defined below)~~Plan, the ~~Fund on behalf~~ Committee is authorized to grant Incentive Stock Options and/or Nonstatutory Stock Options to any employee of PNC (or a parent or subsidiary of PNC within the meaning of Section 424(e) and (f) of the ~~Portfolio~~ Internal Revenue Code) who is an Eligible Person, and to grant Nonstatutory Stock Options to any Director. 6.2 All Options shall ~~promptly deliver to the Custodian a certificate signed~~ be evidenced by an ~~appropriate officer~~ Agreement. All Agreements granting Incentive Stock Options shall contain a statement that the Option is intended to be an Incentive Stock Option; if no such statement is included in the Agreement, or if the Agreement affirmatively states that the Option is intended to be a Nonstatutory Stock Option, the Option shall be a Nonstatutory Stock Option. 6.3 The Option Period shall be determined by the Committee and specifically set forth in the Agreement, provided that an Option shall not be exercisable after ten years from the Grant Date (or five years from the Grant Date in the case of Incentive Stock Options granted to 10% Shareholders) and shall not be exercisable until the expiration of at least 12 months from the Grant Date, except that this limitation need not apply in the event of the ~~Fund~~ death or Disability of the Grantee or (~~a "Certificate") specifying~~ other than with respect to Grantees who are Non-Exempt Employees) as otherwise permitted by the Agreement. 6.4 All Incentive Stock Options granted under the Plan should comply with the provisions of Section 422 of the Internal Revenue Code and with all other applicable rules and regulations, except to the extent the Committee determines otherwise. If an Option that is intended to be an Incentive Stock Option fails to meet the requirements thereof, the Option shall automatically be treated as a Nonstatutory Stock Option to the extent of such failure. If the aggregate Fair Market Value of the Shares subject to all Incentive Stock Options granted to a Grantee (as determined on the date of grant of each such Option: ) that become exercisable during a calendar year exceeds the dollar limitation set forth in Section 422(d) of the Internal Revenue Code, then such Incentive Stock Options shall be treated as Nonstatutory Stock Options to the extent such limitation is exceeded. 6.5 The Option Price for any Option shall not be less than the Fair Market Value of a Share on the Grant Date (or 110% of the Fair Market Value in the case of an Incentive Stock Option granted to a 10% Shareholder). 6.6 The Committee shall determine the methods by which the Option Price of an Option may be paid and the form or forms of payment that may be permitted. 6.7 All other terms of Options granted under the Plan shall be determined by the Committee in its sole discretion. 6.8 The Committee may provide in the Agreement evidencing the grant of an Option that the Committee, in its sole discretion, shall have the right to substitute a Share Appreciation Right for such Option at any time prior to or upon exercise of such Option; provided, however, that the substituted Share Appreciation Right shall be exercisable with respect to the same number of Shares for which the Option being replaced would have been exercisable, the Base Price for the substituted Share Appreciation Right shall be the same as the Option Price for the Option being replaced, and the Right Period shall be the same term as the Option Period for the Option being replaced. 6.9 Notwithstanding anything in this Plan to the contrary, other than in connection with capital adjustments as described in Article 15 or in connection with a Corporate Transaction, neither the Committee nor any other person may, without obtaining shareholder approval, (i) ~~whether~~ amend the terms of outstanding Options to reduce the Option ~~is a put or call Option~~Price of such outstanding Options; (ii) cancel outstanding Options in exchange for Options with an Option Price that is less than the ~~name~~ Option Price of the ~~issuer of the securities subject to the Option and the title and number of such securities~~original Options; (iii) cancel outstanding Options with an Option Price above the ~~expiration date:~~ current Share price in exchange for cash or other securities; or (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of take any ~~Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying~~ other action with respect to ~~such sale: (i)~~ an Option that would be treated as a repricing under the ~~type of Option (put or call); (ii) the name~~ rules and regulations of the ~~issuer~~ principal securities exchange on which the Shares are traded. In addition, the Committee may not make a grant of ~~the securities subject~~ an Option with a grant date that is effective prior to the ~~Option and~~ date the ~~title and number of~~ Committee takes action to approve such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such CertificateAward. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 1 contract

Samples: Incentive Award Plan (PNC Financial Services Group, Inc.)

Options. ~~(a) Purchase~~ In consideration of Options by a Portfolio Upon the purchase by a Portfolio of any Option (as defined below), the Fund on behalf of the Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying with respect to each such Option: (i) ~~whether~~ a cash payment in the ~~Option is a put or call Option;~~ amount of $1,400,000, deposited in escrow by Purchaser with Moorx & Van Xxxxx, XXLC (the "Escrow Agent") for disposition in accordance with the escrow agreement attached as Exhibit A hereto, and (ii) the ~~name~~ other consideration set forth in Section 2 below, the Stockholder hereby grants Purchaser all of the ~~issuer of the securities subject to the Option and the title and number of such securities;~~ following: (~~iii~~i) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent An irrevocable option (the "~~Clearing Agent~~Merger Option"~~). Upon receipt of a Clearing Agent's confirmation~~ ) to require the Stockholder to exchange all (but not less than all) of the ~~purchase of~~ Shares in the ~~Option held by such Clearing Agent~~ Merger for ~~the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided,~~ that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of ~~such securities; (iii) the date~~ shares of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required PMI Common Stock determined in accordance with the ~~customs prevailing among brokers in Covered Call Options, and~~ Merger Agreement which shall ~~impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may~~ be ~~required by such receipts~~906,541.5 shares of PMI Common Stock. (fii) ~~Whenever Covered Call Option written by a Portfolio and described in~~ An irrevocable option (the ~~preceding subsection (e~~"Purchase Option") ~~is exercised, the Fund on behalf~~ to purchase from Stockholder all of the ~~Portfolio shall promptly deliver~~ Shares in exchange for 906,541.5 shares of PMI Common Stock. In addition to ~~Custodian a Certificate instructing Custodian~~ the approximately 906,541.5 shares of PMI Common Stock, PMI agrees to ~~deliver,~~ pay to Stockholder all income taxes due or to ~~direct~~ become due, less $1,400,000, and which result directly from the ~~Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name~~ issuance of the ~~issuer~~ 906,541.5 shares to Stockholder as a result of Purchaser's exercise of the ~~securities subject~~ Purchase Option, and grossed up to reflect the income taxes due as a result of the payment of such ~~Covered Call Option~~ tax liabilities by PMI (the 906,541.5 shares of PMI common stock and the ~~title and number~~ other consideration in this Section are hereby collectively referred to as "Purchase Consideration"). Such amounts due shall be paid by Purchaser to Stockholder within 10 days prior to the due date for each of such ~~securities; (ii)~~ taxes. In exercising the ~~Clearing Agent~~ Purchase Option, Purchaser and Stockholder agree to ~~whom~~ negotiate in good faith to determine the ~~underlying securities are~~ Purchase Consideration payable upon exercise of the Purchase Options in lieu of the Purchase Consideration, which is acceptable to ~~be delivered; and (iii)~~ Stockholder, in her discretion, to enable the ~~total amount payable~~ Purchaser to purchase the ~~Portfolio~~ Shares upon ~~such delivery. Upon~~ exercise of the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Purchase Option ~~identical to a previously written Covered Call Option described in subsection (e) hereof~~ in a transaction ~~expressly designated as a "Closing Purchase Transaction" in order~~ substantially tax-free to ~~liquidate its position as a writer~~ Stockholder. On the terms and subject to the condition of ~~an Option~~this Agreement, the ~~Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect~~ Purchase Option may be exercised by written notice to the ~~Option being purchased: (i) that~~ Stockholder specifying a place and date for the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) closing not later than sixty days from the date of such ~~purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid~~notice. ~~Upon Custodian's payment of the premium~~ The Merger Option and the ~~return and/or cancellation~~ Purchase Option are sometimes collectively referred to herein as the "Option" and the shares of ~~any receipt issued pursuant~~ PMI Common Stock issuable and received by Stockholder upon PMI's exercise of either Option are herein referred to ~~subsection (e) of this Section 14 with respect to~~ as the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement"DeWixx XXX Shares". (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 1 contract

Samples: Stockholder Option and Voting Agreement (Penske Motorsports Inc)

Options. Lessor hereby grants to Lessee one (1) option (“Option”) to extend the term of this Lease for a period of five (5) years (“Option Term”) commencing when the term in paragraph 1.3 expires upon each and all of the following terms and conditions: (a) ~~Purchase of Options~~ Lessee gives Lessor, and Lessor actually receives on a date that is prior to the date that the Option Term would commence (if exercised) by at least six (6) months and no more than nine (9) months in advance, a ~~Portfolio Upon the purchase by a Portfolio of any Option (as defined below), the Fund on behalf~~ written notice of the Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option ~~held by such Clearing Agent~~ to extend this Lease for said additional term, time being of the ~~account~~ essence. If said notification of ~~Custodian as custodian for~~ the ~~Portfolio~~exercise of said option is not so given and received, ~~Custodian~~ the Option shall ~~pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate.~~automatically expire; (b) ~~Sale~~ The provisions of ~~Options~~ paragraph 39, including the provision relating to default of Lessee set forth in paragraph 39.4 of this Lease are conditions of this Option; (c) All the terms and conditions of this Lease except where specifically modified by ~~a Portfolio Upon~~ this Option shall apply; (d) The monthly rent for each month of the ~~sale~~ first year of ~~any~~ the Option ~~purchased~~ Term shall be calculated at 95% of Fair Market Value (“Market Rent”), but under no circumstance shall the Market Rent be less than the Base Rent payable during the last month of the original term of the Lease; (e) The Market Rent shall be established by ~~a Portfolio~~ Lessor and used as the Base Rent during the first year of the Option Term. Lessor shall notify Lessee of Lessor’s determination of Fair Market Value and Market Rent no later than ninety (90) days after Lessor’s receipt of Lessee’s written notice of the exercise of the Option as described in ~~accordance with subsection~~ (a) above, . Should the ~~Fund on behalf~~ Lessee disagree with the Market Rent as determined by the Lessor and the Lessee and the Lessor are unable to resolve their differences within ten (10) days after the Lessor notifies the Lessee of the ~~Portfolio shall promptly deliver to Custodian~~ Market Rent, then each party shall, within the following ten (10) days, appoint a ~~Certificate specifying~~ qualified real estate appraiser with at least five (5) years full time appraisal experience with respect to ~~such sale: (i)~~ commercial rental properties in the Newark/Fremont area to appraise and set the Market Rent. In determining the Fair Market Value, the appraisers shall determine the per-usable square foot rental that a willing, non-equity tenant would pay and a willing landlord at a comparable property in the marketplace would accept at arm’s length for an extension term of an existing lease for a single tenant facility, giving appropriate consideration to rental rates, existing tenant improvements, availability of parking, rental increases, the type of ~~Option (put or call); (ii) the name~~ operating expense escalation clauses, age, quality and condition of the ~~issuer~~ Premises, length of term, size and location of the ~~securities subject to~~ premises being leases in the ~~Option and~~ marketplace at the ~~title and number~~ time of such ~~securities; (iii) the date~~ determination of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receiptsMarket Rent. (f) ~~Whenever Covered Call Option written by~~ If the two appraisers are unable to agree on a ~~Portfolio and described~~ Market Rent within thirty (30) days after the second appraiser has been appointed, they shall within ten (10) days thereafter select a third appraiser, meeting the qualifications stated in ~~the preceding subsection~~ paragraph (e~~) is exercised~~). If they are unable to agree on a third appraiser, ~~the Fund on behalf~~ either of the ~~Portfolio shall promptly deliver~~ parties to ~~Custodian~~ this Lease, by giving ten (10) days notice to the other party, may apply to the president of East Bay Brokers Association for the selection of a ~~Certificate instructing Custodian to deliver, or to direct~~ third appraiser who meets the ~~Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying:~~ qualifications stated in paragraph (~~i) the name~~ e). Each of the ~~issuer~~ two parties shall bear one-half of the ~~securities subject to such Covered Call Option~~ cost of appointing the third appraiser and ~~the title and number~~ of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate paying for the ~~amount to be received as~~ third appraiser’s fee. Within ten (10) days after the selection of the third appraiser a majority of the appraisers shall set ~~forth in such Certificate~~the Market Rent for the first year of the Option Term. (g) ~~Whenever~~ If a ~~Portfolio purchases any Option identical~~ majority of the appraisers are unable to ~~a previously written Covered Call Option described in subsection~~ set the Market Rent within ten (e10) ~~hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option~~days, the ~~Fund on behalf~~ three appraisals shall be added together and their total divided by three; the resulting quotient shall be the initial Market Rent for the Premises during the first year of the ~~Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the~~ Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreementTerm. (h) ~~Upon~~ However, if either or both of the ~~expiration of any~~ low appraisal and/or the high appraisal are more than ten percent (10%) lower or higher than the middle appraisal, then the appraisals which are more than 10% lower or higher than the middle appraisal shall be disregarded. If only one appraisal is disregarded, the remaining two appraisals shall be added together and their total divided by two. The resulting quotient shall be the initial Market Rent for the Premises during the Option ~~purchased by a Portfolio pursuant to subsection (a) of~~ Term. If both the low appraisal and the high appraisal are disregarded as stated in this ~~Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14~~paragraph, ~~Custodian~~ the middle appraisal shall ~~(i) delete~~ be the initial Market Rent for the Premises for such Option ~~from the statements delivered~~ Term. Notwithstanding anything contained herein to the ~~Fund pursuant to Section 16 of this agreement and~~contrary, if ~~such expired~~ the rent payable for the Option ~~was~~ Term as determined herein is within 10% of the Market Rent rate initially presented by Lessor, then Lessee shall pay all costs and expenses incurred by Lessor as a ~~Covered Call Option written by~~ result of the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewithappraisal process. (i) ~~For purposes~~ The Market Rent as determined pursuant to this Paragraph 61 shall be increased (but never decreased) effective as of ~~this Section 14~~the first day of the thirteenth (13th) full calendar month of the Option Term and on the first day of each succeeding twelfth (12th) month during the Option Term (each an “Adjustment Date”) in accordance with percentage increases, if any, in the ~~following terms~~ Consumer Price Index - Urban Consumers San Francisco/Oakland/San Jose CA, Area; Base 1982-84 = 100) (“Index”), as published by the United States Department of Labor, Bureau of Labor Statistics (“Bureau”), during the immediately preceding twelve (12) calendar months. The Index for the month (“Comparison Month”) which is four (4) months prior to each Adjustment Date during the Term of the Lease shall ~~have~~ be compared with the ~~meanings as set forth below:~~Index for the Comparison Month that is sixteen (16) months prior to such Adjustment Date, and the Market Rent shall be increased upon the Adjustment Date in accordance with the percentage increase, if any, between such Comparison Month indexes. Lessor shall use commercially reasonable efforts to calculate and give Lessee written notice of any such increase in the Market Rent prior to, and Lessee shall pay the increased Market Rent effective on, each Adjustment Date. Should the Bureau discontinue the publication of the Index, or publish the same less frequently, or alter the same in some other manner, Lessor, in its discretion, shall adopt a substitute index or procedure which reasonably reflects and monitors consumer prices.

Appears in 1 contract

Samples: Standard Industrial/Commercial Multi Tenant Lease Net (SMART Global Holdings, Inc.)

Options. As of the Effective Time, and as determined by the LMC Board pursuant to its authority granted under the applicable stock incentive plan of LMC, the following shall occur: (ai) ~~Purchase~~ each outstanding LMC Option to purchase shares of ~~Options by a Portfolio Upon the purchase by a Portfolio of any Option~~ Liberty Capital Stock, whether vested or unvested (~~as defined below~~each, an "Outstanding LMC Capital Option"), will be converted, automatically, into a Splitco Option to purchase the ~~Fund on behalf~~ same number and series of ~~the Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer~~ shares of ~~the Fund~~ Splitco Capital Stock (a "~~Certificate~~Splitco Capital Option") ~~specifying with respect~~ as the number and series of shares of Liberty Capital Stock subject to ~~each~~ such ~~Option: (i) whether~~ Outstanding LMC Capital Option immediately prior to the ~~Option is a put or call Option~~Effective Time; and (ii) each outstanding LMC Option to purchase shares of Liberty Starz Stock, whether vested or unvested (each, an "Outstanding LMC Starz Option"), will be converted, automatically, into a Splitco Option to purchase the ~~name~~ same number and series of shares of Splitco Starz Stock (a "Splitco Starz Option") as the number and series of shares of Liberty Starz Stock subject to such Outstanding LMC Starz Option immediately prior to the Effective Time. In addition, the per share exercise price of each Splitco Capital Option will be equal to the per share exercise price of the ~~issuer~~ corresponding Outstanding LMC Capital Option, and the per share exercise price of each Splitco Starz Option will be equal to the per share exercise price of the securities subject to the Option and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was madecorresponding Outstanding LMC Starz Option; provided, that ~~such premium conforms to~~ the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title exercise price and number of ~~such securities; (iii)~~ shares subject to each Splitco Capital Option and Splitco Starz Option shall be determined in a manner consistent with the ~~date~~ requirements of ~~sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name~~ Section 409A of the ~~Clearing Agent through whom the sale was made~~Code. ~~Custodian shall consent to the delivery~~ All other terms of the ~~Option sold by~~ Splitco Capital Options and Splitco Starz Options (including the ~~Clearing Agent which previously supplies~~ vesting terms thereof) will, in all material respects, be the ~~confirmation described in subsection (a) above with respect to such Option against payment to Custodian~~ same as those of the ~~total amount payable to the Portfolio; provided~~ corresponding Outstanding LMC Capital Option and Outstanding LMC Starz Option, respectively, except that the ~~same conforms~~ Splitco Options will continue to vest so long as the ~~total amount payable~~ holder provides service (whether as ~~set forth in such Certificate. (c~~an employee, non-employee or consultant, as the case may be) ~~Upon the exercise by the Portfolio~~ to any of ~~any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above~~LMC, ~~the Fund on behalf of the Portfolio shall promptly deliver to Custodian~~ a ~~Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities~~Qualifying Subsidiary or their respective Subsidiaries and/or Splitco or its Subsidiaries; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shallprovided, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the ~~same conforms to the total amount payable as set forth in such Certificate,~~ terms and ~~(B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16~~ conditions of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the ~~Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out~~ Splitco Options shall be determined in a manner consistent with Section 409A of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreementCode. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 1 contract

Samples: Reorganization Agreement (Liberty Splitco, Inc.)

Options. It is acknowledged and agreed by all of the Parties that: (a) ~~Purchase of Options by~~ At the Closing, each Company Option that is a ~~Portfolio Upon the purchase by a Portfolio of any~~ Vested Company Option ~~(as defined below)~~and is unexpired, ~~the Fund on behalf of the Portfolio shall promptly deliver~~ unexercised and outstanding immediately prior to the ~~Custodian a certificate signed by an appropriate officer of~~ Closing shall be cancelled in exchange for the ~~Fund~~ right to receive (~~a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (ii~~without interest) the ~~name~~ following consideration for each share of Company Common Stock issuable upon the ~~issuer~~ exercise of ~~the securities subject~~ such Company Option as of immediately prior to the Option and the title and number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the PortfolioClosing, ~~Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium~~ payable as set forth ~~in such Certificate.~~herein: (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) an amount of cash equal to the ~~type~~ difference of ~~Option~~ (~~put or call); (ii~~x) the ~~name of the issuer of the securities subject to the~~ Upfront Per Option ~~and the title and number of such securities;~~ Share Consideration minus (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (ivy) the exercise price per ~~share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name~~ share of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable Company Common Stock issuable upon the exercise of ~~the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which~~ such ~~Put Option was allocated, the securities which were subject to such Put~~ Company Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreement.; (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) an amount of cash equal to the ~~expiration date;~~ quotient of (x) the amount of any Post-Closing Adjustment (to the extent payable in accordance with Section 2.11(c)(iii)), divided by (y) the Fully Diluted Shares of Company Capital Stock; (iii) an amount of cash equal to up to the ~~exercise price;~~ quotient of (x) the Indemnification Hold-Back Amount, to the extent released to the Holders as provided herein, divided by (y) the Fully Diluted Shares of Company Capital Stock; (iv) promptly following any Milestone Date, an amount of cash equal to the ~~premium to be received by~~ Per Share Milestone Amount for the ~~Portfolio~~applicable Milestone; and (v) an amount of cash equal to up to the ~~date such Covered Call Option was written; and~~ quotient of (vix) the ~~name~~ Expense Fund Amount, to the extent released to the Holders as provided herein, divided by (y) the Fully Diluted Shares of Company Capital Stock. On the ~~Clearing Agent~~ first payroll period following the Closing, Indemnification Hold-back Payment Date or any Milestone Date, Buyer will pay directly, or through ~~whom~~ Merger Sub’s payroll service, as applicable (i.e., to Employees), the ~~premium is~~ cash to be ~~received. Custodian shall deliver~~ distributed to the Company Optionholders as of immediately following the Closing, Indemnification Hold-back Payment Date or ~~cause~~ any Milestone Date, as applicable, pursuant to ~~be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required~~ this Section 2.2 and in accordance with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by Allocation Schedule. Any other Company Options that are not a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Vested Company Option and ~~specifying: (i) the name of the issuer of the securities subject to such Covered Call Option~~ are unexpired, unexercised and ~~the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable~~ outstanding immediately prior to the ~~Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian~~ Closing shall ~~deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate~~ be cancelled for ~~the amount to be received as set forth in such Certificate~~no consideration. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 1 contract

Samples: Stock Purchase and Merger Agreement (Invitae Corp)

Options. (a) ~~Purchase~~ Prior to issuing any additional shares of ~~Options by a Portfolio Upon the purchase by a Portfolio~~ New Stock other than upon conversion of any ~~Option (as defined below~~outstanding shares of Stock into another class or series of Stock in accordance with the Company's Certificate of Incorporation), the ~~Fund on behalf~~ Company shall provide written notice to the New Investors and CLE specifying the number and the price per share to be paid for such Stock (the "PROPOSED ISSUANCE"). The New Investors and CLE shall each have the option, exercisable within thirty (30) days after receipt by each of them of such notice, to acquire from the Company an amount of the ~~Portfolio shall promptly deliver~~ New Stock equal to the ~~Custodian a certificate signed by an appropriate officer~~ greater of ~~the Fund (a "Certificate") specifying with respect to each such Option:~~ (i) ~~whether~~ the ~~Option is a put~~ Protected Number of New Stock for such Stockholder or ~~call Option;~~ (ii) an amount of New Stock in an aggregate amount such that after giving effect to such purchase each New Investor and its Permitted Transferees will own the ~~name~~ percentage of capital stock set forth on Schedule 9 hereto and CLE and its Permitted Transferees will own twenty percent (20%), respectively, of the ~~issuer~~ then existing capital stock of the ~~securities subject to the Option and the title and number of such securities;~~ Company (~~iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium~~ calculated on a fully diluted, as converted basis). The per share price to be paid by the ~~Portfolio;~~ New Investors and ~~(vii)~~ CLE for such additional Series A Common Stock shall equal the ~~name~~ per share price to be paid in connection with the Proposed Issuance. To the extent one or more of the ~~registered broker-dealer~~ New Investors or CLE elect not to purchase the full amount of New Stock that they are entitled to purchase pursuant to this Section 9 such Stockholder must provide written notice to the other Stockholders entitled to purchase New Stock pursuant to this Section 9 within thirty (30) days after receipt of the Proposed Issuance. Within ten (10) days of receipt of such additional notice, the other Stockholders who ~~is acting as~~ have elected to purchase New Stock pursuant to the ~~clearing agent~~ Proposed Issuance (the "~~Clearing Agent~~PARTICIPATING STOCKHOLDERS"~~). Upon receipt of a Clearing Agent's confirmation of the~~ ) shall be entitled to purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable more New Stock as set forth in a written notice to the Company by such ~~Certificate~~Participating Stockholders (the total aggregate additional amount of New Stock subscribed for by the Participating Stockholders is hereinafter referred to as the "AGGREGATE ADDITIONAL AMOUNT"); provided, however, that to the extent the Aggregate Additional Amount exceeds the amount of New Stock then available for purchase by the New Investors and CLE ("NEW INVESTORS NEW STOCK") pursuant to this Section 9 each of such Stockholders shall be entitled to purchase up to that number of New Investors New Stock in the same proportion as the ratio, as of such date of (i) the total number of shares of Common Stock outstanding or issuable upon conversion of Convertible Securities or upon exercise of any warrants, vested options or subscription rights then owned by such New Investor or CLE, as the case may be, to (ii) the number of shares of all classes of Common Stock then outstanding or then issuable upon conversion of any Convertible Securities or upon exercise of any warrants, vested options or subscription rights then held by all New Investors or CLE, as the case may be, exercising their right to purchase New Investors New Stock. (b) ~~Sale~~ Any New Stock purchased by the New Investors or CLE pursuant to this Section 9, shall have the same economic terms as the New Stock concurrently being issued by the Company, including, without limitation, similar terms for conversion or exercise. The New Investors and CLE acknowledge and agree that each of ~~Options by a Portfolio Upon~~ them shall not have the ~~sale~~ right to exercise any right of conversion or exercise of any ~~Option purchased~~ New Stock until such time as a proportionate amount of New Stock held by ~~a Portfolio in accordance with subsection (a) above,~~ individuals other than the ~~Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to~~ New Investors and CLE exercise such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificateright. (c) Upon the exercise of such option by the ~~Portfolio~~ New Investors or CLE, a closing of ~~any Call Option~~ such transaction shall occur on the tenth (~~as defined below~~10th) ~~purchased~~ business day after such notice has been given by the ~~Portfolio pursuant to subsection (a) above~~New Investors or CLE, as the case may be, at the main offices of the Company. At such closing, the ~~Fund on behalf~~ New Investors or CLE, as the case may be, shall pay the appropriate price to the Company by wire transfer of immediately available funds to an account designated by the ~~Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i)~~ Company, against delivery by the ~~name~~ Company of certificates representing the ~~issuer of the securities subject to such Call Option and the title and~~ appropriate number of ~~such securities; (ii) the expiration date; (iii) the date~~ shares of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreementStock. (d) ~~Upon~~ Notwithstanding anything herein to the contrary, if the New Investors or CLE fail to exercise ~~by a Portfolio of~~ any ~~Put Option (as defined below) purchased by~~ option available within the ~~Portfolio pursuant to subsection (a) hereof~~period provided in Section 9(e), ~~the Fund on behalf of the Portfolio~~ such Person shall ~~deliver to Custodian a Certificate specifying with respect~~ have no further rights relating to such Put Option: (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreementProposed Issuance. (e) ~~Whenever~~ Each of the Stockholders having a ~~Portfolio writes a Covered Call Option (as defined below) with respect~~ right to ~~securities~~ purchase New Stock pursuant to this Section 9 may transfer its rights and obligations under this Section 9 to any transferee of Securities held by ~~Custodian hereunder,~~ such Stockholder so long as the ~~Fund on behalf~~ transfer to the transferee is accomplished pursuant to the terms of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be receivedthis Agreement. ~~Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required~~ Upon any transfer in accordance with the ~~customs prevailing among brokers in Covered Call Options~~preceding sentence, ~~and shall impose, or direct~~ for all purposes under this Section 9 unless expressly indicated to the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate such restrictions as may be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercisedcontrary, the ~~Fund on behalf~~ transferee shall be deemed to be a "STOCKHOLDER," but only to the extent that the transferor was included within each such definition. At the time of any transfer in accordance with this Section 9, the transferor shall provide notice to the Company specifying the name and address of the ~~Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver~~transferee, the ~~securities subject to such Covered Call Option and specifying: (i) the name~~ effective date of the ~~issuer~~ transfer, the number of Securities so transferred, a statement that such transfer satisfies all of the ~~securities subject to such Covered Call Option~~ provisions of this agreement and a statement that rights are being transferred in accordance with this Section 9, provided that the transferee agrees in writing for the benefit of the Company and the ~~title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are~~ other Stockholders to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid bound by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) all provisions of this Section ~~14 with respect~~ 9 to the ~~Covered Call option being liquidated through~~ same extent as was the ~~Closing Purchase Transaction, Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account~~ transferor prior to ~~remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete~~ such ~~Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreement~~transfer. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 1 contract

Samples: Stockholders' Agreement (Americhoice Corp)

Appears in 1 contract

Samples: Stock Purchase Agreement (Nortek Holdings Inc)

Options. ~~(a) Purchase~~ At the Effective Time, and subject to the provisions of ~~Options~~ this Article II, by ~~a Portfolio Upon~~ virtue of the ~~purchase by a Portfolio~~ Merger and without any further action on the part of Parent, Merger Sub, the Company or the holder of any Option, each Option issued, outstanding and unexercised immediately prior to the Effective Time (~~as defined below)~~whether vested or unvested) shall be cancelled and shall be automatically converted into and exchanged for the right to receive, ~~the Fund on behalf~~ in full satisfaction of the ~~Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer~~ rights of ~~the Fund (a "Certificate") specifying~~ such holder with respect ~~to each such Option:~~ thereto, (i) ~~whether~~ an amount in cash (the “Closing Date Option Payment”), paid without interest at the time the Closing Date Payment is ~~a put or call Option;~~ made, equal to the product of (iix) the ~~name~~ aggregate number of ~~the issuer~~ shares of ~~the securities subject~~ Company Common Stock that would be issued to the ~~Option and the title and number~~ holder of such ~~securities;~~ Option if such Option were exercised immediately prior to the Effective Time multiplied by (~~iii~~y) the ~~expiration date:~~ excess, if any, of (ivA) the ~~exercise price;~~ Closing Date Payment over (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; provided, that such premium conforms to the total premium payable as set forth in such Certificate. (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian of the total amount payable to the Portfolio; provided that the same conforms to the total amount payable as set forth in such Certificate. (c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (ivB) the exercise price per ~~share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name~~ share of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(A) pay out of the moneys held for the account of the Portfolio the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement. (d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities Company Common Stock subject to such ~~Put~~ Option and ~~the title and number of such securities;~~ (ii) an amount in cash (the ~~expiration date;~~ “Post-Closing Option Payment”), paid without interest at the time the Post-Closing Payment is made, equal to (~~iii~~I) the ~~date~~ product of ~~exercise and settlement;~~ (ivx) the aggregate number of shares of Company Common Stock that would be issued to the holder of such Option if such Option were exercised immediately prior to the Effective Time multiplied by (y) the excess, if any, of (A) an amount equal to the sum of the Post-Closing Payment plus the Closing Date Payment over (B) the exercise price per ~~share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name~~ share of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt of the amount payable upon the exercise of the Put Option (A) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which such Put Option was allocated, the securities which were Company Common Stock subject to such ~~Put~~ Option~~; provided that the same conforms to~~ , less (II) the amount ~~payable to~~ of the ~~Portfolio as set forth~~ Closing Date Option Payment, in ~~such Certificate~~each case, ~~and (B) delete the exercised Put Option from the statements~~ less any Taxes required to be ~~delivered to~~ withheld in accordance with Applicable Law. Notwithstanding the ~~Fund pursuant to Section 16 of this agreement. (e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder~~foregoing, ~~the Fund on behalf~~ no amount of the ~~Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option:~~ Post-Closing Option Payment may be made following the fifth (i5th) ~~the name~~ anniversary of the ~~issuer of the securities subject to such Covered Call Option~~ Closing Date; it being understood and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium to be received by the Portfolio; (v) the date such Covered Call Option was written; and (vi) the name of the Clearing Agent through whom the premium is to be received. Custodian shall deliver or cause to be deliveredagreed that in all cases, ~~in exchange for receipt of the premium specified in the Certificate with respect to such Covered Call Option, such receipts as are required~~ in accordance with the ~~customs prevailing among brokers in Covered Call Options~~terms of the Escrow Agreement, ~~and shall impose, or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified~~ any amounts remaining in the ~~Certificate~~ Escrow Fund in respect of Options on such ~~restrictions as may~~ fifth (5th) anniversary date shall be required by such receipts. (f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject released to such ~~Covered Call Option and specifying:~~ holders on such fifth (i5th) anniversary (or, if such day is not a Business Day, on the ~~name of~~ first Business Day thereafter). In the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to be delivered; and (iii) the total amount payable to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to be received as set forth in such Certificate. (g) Whenever a Portfolio purchases any Option identical to a previously written Covered Call Option described in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer of an Option, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Option being purchased: (i) event that the ~~transaction is a Closing Purchase Transaction; (ii) the name~~ exercise price per share of ~~the issuer of the securities~~ Company Common Stock subject to such Option is equal to or greater than the sum of the Closing Payment and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent to whom the premium is to be paid. Upon Custodian's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this Section 14 with respect to the Covered Call option being liquidated through the Post-Closing ~~Purchase Transaction~~Payment, ~~Custodian shall (A) remove, or direct the Securities Depository or Book Entry Account to remove, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete~~ such Option ~~from statements delivered to the Fund by Custodian pursuant to Section 16~~ will be cancelled effective as of ~~this agreement~~Closing without consideration and have no further force or effect. (h) Upon the expiration of any Option purchased by a Portfolio pursuant to subsection (a) of this Section 14 or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14, Custodian shall (i) delete such Option from the statements delivered to the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, (ii) free, or instruct the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed by receipts issued in connection therewith. (i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:

Appears in 1 contract

Samples: Merger Agreement (RCS Capital Corp)

Common use of Options Clause in Contracts