Outstanding Stock Options. (a) Offeror acknowledges and agrees that: (i) the Board of Directors shall resolve to permit all persons holding Options, which by their terms are otherwise currently exercisable or not, to exercise such Options concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares, including by causing the vesting thereof to be accelerated; (ii) it shall agree with Goldbelt to tendering arrangements in respect of the Offer in order to facilitate the conditional cashless exercise of the Options and tender to the Offer, concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares, of the Common Shares to be issued as a result of such conditional exercise (including providing for the ability of holders of Options to tender the Common Shares issuable upon such conditional exercise of their Options on the basis of guaranteed deliveries); and (iii) (A) holders of Options will be permitted to tender Common Shares issuable upon the exercise thereof and for such purpose to exercise their Options, conditional upon Offeror taking up and paying for the Common Shares under the Offer, which Options shall be deemed to have been exercised concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares and (B) all Common Shares that are to be issued pursuant to any such conditional exercise shall be accepted as validly tendered under the Offer, provided that the holders of such Options indicate that the Common Shares are tendered pursuant to the Offer and otherwise validly accept the Offer in accordance with its terms with respect to such Shares. (b) Goldbelt acknowledges and agrees that it is a condition to any cashless exercise of the Options that Goldbelt has obtained all necessary corporate and regulatory approvals (including stock exchange approval) to permit such cashless exercise, failing which the Options may be exercised in accordance with this Section 2.3 but on a cash basis. (c) Goldbelt shall use its commercially reasonable best efforts to cause all holders of Options to conditionally exercise such Options as described in Section 2.3(a) and to deliver, not later than five business days prior to the first scheduled expiry date of the Offer, (and not withdraw) to the appropriate person(s) all such documents as may be necessary or desirable tender the Common Shares to be issued as a result of such conditional exercise of Options to the Offer. (d) Goldbelt shall cause any Options that are not exercised prior to the first scheduled expiry time of the Offer to be terminated or otherwise expire at or prior to that time, which termination or expiration may be conditional on the take-up of Common Shares under the Offer.
Appears in 3 contracts
Samples: Support Agreement (Wega Mining Asa), Support Agreement (Goldbelt Resources LTD), Support Agreement (Wega Mining Asa)
Outstanding Stock Options. (a) Offeror acknowledges The parties agree that, between the date hereof and agrees that:
the Take-Up Date, Kimber shall take such actions as may be necessary or desirable to provide that all Options vest no later than immediately prior to the Take-Up Date and that each holder of vested Options shall be entitled, at his or her option, to either (i) the Board of Directors shall resolve to permit all persons holding exercise such Options, which by in accordance with their terms are otherwise currently exercisable terms, and thereby acquire Common Shares; or not(ii) in lieu of exercising Options, to exercise surrender or cancel such Options concurrent with to Kimber in exchange for a cash payment by Kimber equal to the first scheduled expiry time amount by which the aggregate Offer Price for the Common Shares which could be acquired pursuant to the exercise of such Options exceeds the Offer aggregate exercise price in respect of which Offeror takes up Common Shares, including by causing the vesting thereof to be accelerated;such Options.
(iib) it The parties agree that all Options tendered to Kimber for exercise, surrender or cancellation, conditional upon the Offeror taking up the Common Shares under the Offer (a “Conditional Option Exercise”), shall agree with Goldbelt be deemed to tendering arrangements in respect have been exercised or surrendered immediately prior to the take up of the Offer in order to facilitate Common Shares by the conditional cashless exercise of the Options and tender Offeror. The Offeror shall accept as validly tendered to the Offer, concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares, all of the Common Shares to be issued as a result of such conditional exercise (including providing for the ability of holders of Options to tender the Common Shares issuable upon such conditional exercise of their Options on the basis of guaranteed deliveries); and
(iii) (A) holders of Options will be permitted to tender Common Shares issuable upon the exercise thereof and for such purpose to exercise their Options, conditional upon Offeror taking up and paying for the Common Shares under the Offer, which Options shall be deemed to have been exercised concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares and (B) all Common Shares that are to be issued pursuant to any such conditional exercise shall be accepted as validly tendered under the OfferConditional Option Exercise, provided that the holders of such Options indicate that the Common Shares are tendered pursuant to the Offer and otherwise validly accept the Offer in accordance with its terms with respect to such Shares.
(b) Goldbelt acknowledges Common Shares and agrees provided that it is a condition such holders agree to surrender any cashless exercise of their remaining Options to Kimber for cancellation effective on the Options that Goldbelt has obtained all necessary corporate and regulatory approvals (including stock exchange approval) to permit such cashless exercise, failing which the Options may be exercised in accordance with this Section 2.3 but on a cash basisTake-Up Date.
(c) Goldbelt shall Kimber agrees that it will use its commercially reasonable best efforts to cause to:
(i) allow all holders of outstanding Options to conditionally exercise such Options be either exercised, terminated, surrendered, cancelled or expire prior to the Take-Up Date, provided that, except as described provided in Section 2.3(a) or 2.3(b), Kimber shall not pay the holders any amount in consideration therefor without the prior written approval of Invecture, and Kimber shall not grant any additional Options or other rights to deliverpurchase or acquire Common Shares, not later than five business days or make any amendments to outstanding Options without the prior written consent of Invecture;
(ii) accelerate the vesting of all Options, such that all outstanding Options shall be fully vested and exercisable prior to the first scheduled expiry date Take-Up Date and to satisfy all other obligations of Kimber under the Options so that, upon the acquisition by the Offeror of the Common Shares pursuant to the Offer, all entitlements under the Stock Option Plan shall terminate; and
(and iii) take all actions necessary to ensure that any Options that are not withdraw) converted, exercised or surrendered prior to the appropriate person(s) all such documents as may Take-Up Date shall either be necessary surrendered or desirable tender the Common Shares to be issued as terminated or otherwise dealt with in a result of such conditional exercise of Options manner satisfactory to the OfferOfferor prior to the Take-Up Date.
(d) Goldbelt shall cause any Invecture and the Offeror agree to co-operate and make all such tendering or other arrangements with Kimber to facilitate the exercise, conditional exercise, cancellation or surrender of Options that are not exercised and the deposit, pursuant to the Offer, of all Common Shares issued in connection therewith prior to the first scheduled expiry time Expiry Time.
(e) Kimber shall promptly notify Invecture in writing of any exercise or surrender of Options pursuant to Section 2.3(a) or 2.3(b). Such notice shall include full particulars of each such exercise or surrender.
(f) The Offeror will cause Kimber to elect, in prescribed form in accordance with subsection 110(1.1) of the Offer Tax Act, in respect of the Options surrendered in accordance with the terms of the Stock Option Plan after the date hereof and pursuant to be terminated or otherwise expire Section 2.3(b) (and the Offeror will cause Kimber to file such election with the Minister of National Revenue in accordance with the Tax Act), that neither Kimber, nor any person who does not deal at or prior to that timearm’s length (within the meaning of the Tax Act) with Kimber, which termination or expiration may be conditional on will deduct, in computing income for the take-up purposes of Common Shares the Tax Act, any amount (other than the designated amounts permitted under the OfferTax Act) in respect of a cash payment made to holders of such Options in consideration for the surrender of their Options and the Offeror will cause Kimber to provide such holders of Options with evidence in writing of such election.
Appears in 1 contract
Outstanding Stock Options. (a) Offeror Barrick acknowledges and agrees that:
(i) the Board of Directors shall resolve to permit all persons holding Options, which by their terms are otherwise currently exercisable or not, to exercise such Options concurrent with the first scheduled expiry time of the Offer in respect of which Offeror Barrick takes up Common Shares, including by causing the vesting thereof to be accelerated;
(ii) it shall agree with Goldbelt Arizona Star to tendering arrangements in respect of the Offer in order to facilitate the conditional cashless exercise of the Options and tender to the Offer, concurrent with the first scheduled expiry time of the Offer in respect of which Offeror Barrick takes up Common Shares, of the Common Shares to be issued as a result of such conditional exercise (including providing for the ability of holders of Options to tender the Common Shares issuable upon such conditional exercise of their Options on the basis of guaranteed deliveries); and
(iii) (A) holders of Options will be permitted to tender Common Shares issuable upon the exercise thereof and for such purpose to exercise their Options, conditional upon Offeror Barrick taking up and paying for the Common Shares under the Offer, which Options shall be deemed to have been exercised concurrent with the first scheduled expiry time of the Offer in respect of which Offeror Barrick takes up Common Shares and (B) all Common Shares that are to be issued pursuant to any such conditional exercise shall be accepted as validly tendered under the Offer, provided that the holders of such Options indicate that the Common Shares are tendered pursuant to the Offer and otherwise validly accept the Offer in accordance with its terms with respect to such Shares.
(b) Goldbelt acknowledges and agrees that it is a condition to any cashless exercise of the Options that Goldbelt has obtained all necessary corporate and regulatory approvals (including stock exchange approval) to permit such cashless exercise, failing which the Options may be exercised in accordance with this Section 2.3 but on a cash basis.
(c) Goldbelt shall use its commercially reasonable best efforts to cause all holders of Options to conditionally exercise such Options as described in Section 2.3(a) and to deliver, not later than five business days prior to the first scheduled expiry date of the Offer, (and not withdraw) to the appropriate person(s) all such documents as may be necessary or desirable tender the Common Shares to be issued as a result of such conditional exercise of Options to the Offer.
(d) Goldbelt shall cause any Options that are not exercised prior to the first scheduled expiry time of the Offer to be terminated or otherwise expire at or prior to that time, which termination or expiration may be conditional on the take-up of Common Shares under the Offer.
Appears in 1 contract
Outstanding Stock Options. (a) Offeror acknowledges and agrees that:
(i) the Board of Directors shall resolve to permit all persons holding Options, which by their terms are otherwise currently exercisable or not, to exercise such Options concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares, including by causing the vesting thereof to be accelerated;
(ii) it shall agree with Goldbelt the Company to tendering arrangements in respect of the Offer in order to facilitate the conditional cashless exercise of the Options and tender to the Offer, concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares, of the Common Shares to be issued as a result of such conditional exercise (including providing for the ability of holders of Options to tender the Common Shares issuable upon such conditional exercise of their Options on the basis of guaranteed deliveries); and
(iii) (A) holders of Options will be permitted to tender Common Shares issuable upon the exercise thereof and for such purpose to exercise their Options, conditional upon Offeror taking up and paying for the Common Shares under the Offer, which Options shall be deemed to have been exercised concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares and (B) all Common Shares that are to be issued pursuant to any such conditional exercise shall be accepted as validly tendered under the Offer, provided that the holders of such Options indicate that the Common Shares are tendered pursuant to the Offer and otherwise validly accept the Offer in accordance with its terms with respect to such Shares.
(b) Goldbelt acknowledges The Company and agrees the Offeror agree that it is a condition to any cashless exercise the extent holders of the Options that Goldbelt has obtained do not exercise their Options and tender the Common Shares they receive upon such exercise, the Company may, subject to receipt of all necessary corporate and regulatory approvals (including stock exchange approval) of Governmental Entities, offer to permit such cashless exerciseall remaining holders of the Options that, failing in lieu of exercising their Options, the Company will pay, in respect of each Common Share subject to an Option, the amount, if any, by which the Options purchase price for the Common Shares under the Offer exceeds the exercise price of such Option on the date that the Offeror first takes up Common Shares under the Offer, in exchange for the termination of their Options. Further, the Company shall use its reasonable efforts to ensure, and shall implement such mechanics and take all such other steps, including amending the terms of the Stock Option Plan, as may be exercised necessary and desirable in accordance with this Section 2.3 but Law to give effect to, the exercise or other termination of all outstanding Options at or prior to the first scheduled expiry time, on a cash basisterms acceptable to the Offeror, including without limitation:
(i) causing the vesting of option entitlements under the Stock Option Plan to accelerate prior to the first scheduled expiry time, such that all outstanding Options shall be exercisable and fully vested prior to the first scheduled expiry time for the purpose of tendering under the Offer the Shares issued in connection with such Option exercise, conditional upon the Offeror agreeing to take up such Common Shares;
(ii) applying for all consents and authorizations required in connection with the foregoing, including any exemptions or consents required from any Securities Authority in connection with any amendments to the Stock Option Plan required in connection with the foregoing; and
(iii) procuring from each holder of the Options an option termination agreement in form and substance satisfactory to the Offeror and the Company, acting reasonably.
(c) Goldbelt The Company shall use its commercially reasonable best efforts to cause all holders of Options to conditionally exercise such Options as described in this Section 2.3(a) 2.4 and to deliver, not later than five business days prior to the first scheduled expiry date time of the Offer, (and not withdraw) to the appropriate person(s) all such documents as may be necessary or desirable tender the Common Shares to be issued as a result of such conditional exercise of Options to the Offer.
(d) Goldbelt shall cause any Options that are not exercised prior to the first scheduled expiry time of the Offer to be terminated or otherwise expire at or prior to that time, which termination or expiration may be conditional on the take-up of Common Shares under the Offer.
Appears in 1 contract
Outstanding Stock Options. (a) Offeror acknowledges and agrees that:
(i) Subject to the Board receipt of Directors shall resolve to permit any necessary regulatory approvals, all persons holding Optionsoptions to purchase CanScot Shares, which who may do so under Securities Laws and in accordance with the terms of the CanScot Options held by them, shall be entitled to exercise all of their terms are otherwise currently exercisable or options and tender all CanScot Shares issued in connection therewith under the Offer. The CanScot board of directors shall not, prior to exercise such Options concurrent with the first scheduled expiry time completion of the Offer in respect of which Offeror takes up Common Shares, including by causing the vesting thereof to be accelerated;
(ii) it shall agree with Goldbelt to tendering arrangements in respect of the Offer in order to facilitate the conditional cashless exercise of the Options and tender to the Offer, concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common grant additional options to purchase CanScot Shares, of the Common Shares . It is agreed by APF that all CanScot Options that are tendered to be issued as a result of such conditional exercise (including providing CanScot for the ability of holders of Options to tender the Common Shares issuable upon such conditional exercise of their Options on the basis of guaranteed deliveries); and
(iii) (A) holders of Options will be permitted to tender Common Shares issuable upon the exercise thereof and for such purpose to exercise their Optionsexercise, conditional upon Offeror on APF taking up and paying for the Common CanScot Shares under the OfferOffer ("Conditional Option Exercise"), which Options shall be deemed to have been exercised concurrent concurrently with the first scheduled expiry time take-up of CanScot Shares by APF. Furthermore, APF shall accept as validly tendered under the Offer as of the Offer in respect of which Offeror takes Take-up Common Shares and (B) Date, all Common CanScot Shares that are to be issued pursuant to any such conditional exercise shall be accepted as validly tendered under the OfferConditional Option Exercise, provided that the holders of such Options options indicate that the Common Shares such shares are tendered pursuant to the Offer and otherwise validly accept provide a duly executed letter of transmittal and further provided that such holders agree to surrender any of their remaining unexercised options to CanScot for cancellation for no consideration effective immediately after the Offer in accordance with its terms with respect to such SharesTake-up Date.
(b) Goldbelt acknowledges CanScot and agrees APF agree that, to the extent holders of CanScot Options do not exercise their CanScot Options, CanScot may agree with such holders that, in lieu of such persons exercising their CanScot Options, CanScot will pay to such persons in cash in a tax effective manner, immediately after the Expiry Time of the Offer, the difference between: (i) the aggregate exercise price of their "in the money" CanScot Options; and (ii) the per share cash purchase price offered for CanScot Shares under the Offer, multiplied by the number of CanScot Shares that it is a condition to any cashless may be acquired upon the exercise of such CanScot Options, in exchange for the termination of their CanScot Options and provided that Goldbelt has obtained all necessary corporate and regulatory approvals (including stock exchange approval) such holders agree to permit such cashless exercisesurrender their remaining unexercised options, failing which if any, to CanScot for cancellation for no consideration effective immediately after the Options may be exercised in accordance with this Section 2.3 but on a cash basisTake-up Date.
(c) Goldbelt shall CanScot agrees to use its commercially reasonable best commercial efforts and represents that its directors have:
(i) determined to cause CanScot to use reasonable commercial efforts to cause encourage and facilitate all holders of persons holding CanScot Options to conditionally either: (A) exercise such Options as those options and tender all CanScot Shares issued in connection therewith to the Offer; or (B) agree with CanScot to the payment described in Section 2.3(a2.4(b); or (C) terminate their rights to exercise any of those CanScot Options; as set forth above in this Section 2.4; and
(ii) authorized and directed CanScot to deliver, not later than five business days cause the vesting of option entitlements under applicable agreements to accelerate prior to or concurrently with the first scheduled expiry date completion of the Offer, (such that all outstanding CanScot Options shall be exercisable and not withdraw) fully vested prior to the appropriate person(s) all such documents as may be necessary or desirable tender the Common Shares to be issued as a result Expiry Time of such conditional exercise of Options to the Offer.
(d) Goldbelt CanScot shall cause promptly notify APF in writing of any Options that are not exercised exercise of options pursuant to Section 2.4(a) or payment pursuant to Section 2.4(b). Such notice shall include full particulars of the exercise or payment, as the case may be, and in the case of Section 2.4(b) shall be delivered at least two Business Days prior to the first scheduled expiry time of the Offer to be terminated or otherwise expire at or prior to that time, which termination or expiration may be conditional on the take-up of Common Shares under the Offerpayment being made.
Appears in 1 contract
Outstanding Stock Options. (a) Offeror Subject to the receipt of all required approvals of any Governmental Entity, Placer Dome will make such amendments to the Placer Dome Stock Option Plans and take all such other steps as may be necessary or desirable to allow all persons holding Placer Dome Options, who may do so under applicable Laws, to exercise their Placer Dome Options: (i) on an accelerated vesting basis, conditional on Barrick taking up and paying for Shares under the Offer; and (ii) to effect a cashless exercise of their Placer Dome Options for the purpose of tendering to the Offer all Shares issued in connection with such cashless exercise, and, if desired, to elect the Rollover Option in respect of such Shares so tendered, conditional upon Barrick taking up and paying for Shares under the Offer, all on terms and in a manner acceptable to Barrick.
(b) Barrick acknowledges and agrees that:
(i) the Board of Directors shall resolve to permit all persons holding Options, which by their terms are otherwise currently exercisable or not, to exercise such Options concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares, including by causing the vesting thereof to be accelerated;
(ii) it Barrick shall agree with Goldbelt Placer Dome to tendering arrangements in respect of the Offer in order to facilitate the conditional cashless exercise of the Placer Dome Options and tender to the Offer, concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares, of the Common Shares to be issued as a result of such conditional exercise (including providing for the ability of holders of Placer Dome Options to tender the Common Shares issuable upon such conditional the exercise of their such Placer Dome Options on the basis of guaranteed deliveries); and
(iiiii) (A) holders of Placer Dome Options will be permitted to tender Common the Shares issuable upon the exercise thereof and for such purpose to exercise their exercisable Placer Dome Options, conditional upon Offeror Barrick taking up and paying for the Common Shares under the Offer, which Placer Dome Options shall be deemed to have been exercised concurrent with immediately prior to the first scheduled expiry time take-up of the Offer in respect of which Offeror takes up Common Shares and (B) all Common Shares that are to be issued pursuant to any such conditional exercise shall be accepted as validly tendered under the Offer, provided that the holders of such Placer Dome Options indicate that the Common Shares are tendered pursuant to the Offer and otherwise validly accept the Offer in accordance with its terms with respect to such Shares.
(bc) Goldbelt acknowledges and agrees With respect to the Placer Dome Options not exercised at or before the Expiry Date, the parties agree to cooperate to ensure that it is all such outstanding Placer Dome Options become options to acquire Barrick Common Shares (on a condition to any cashless exercise tax-deferred basis for purposes of the Options Income Tax Act (Canada)) whereby each such Placer Dome Option shall become an option to acquire 0.8287 of a Barrick Common Share, rounded down to the nearest whole number, at an exercise price per Barrick Common Share equal to the exercise price per Share of that Goldbelt has obtained all necessary corporate and regulatory approvals (including stock exchange approval) to permit such cashless exercise, failing which the Options may be exercised in accordance with this Section 2.3 but on a cash basis.
(c) Goldbelt shall use its commercially reasonable best efforts to cause all holders of Options to conditionally exercise such Options as described in Section 2.3(a) and to deliver, not later than five business days Placer Dome Option immediately prior to the first scheduled expiry date of time the OfferPlacer Dome Option became an option to acquire Barrick Common Shares divided by 0.8287, (and not withdraw) rounded up to the appropriate person(s) all such documents as may be necessary or desirable tender the Common Shares to be issued as a result of such conditional exercise of Options to the Offernearest whole cent.
(d) Goldbelt shall cause any Options that are not exercised prior to the first scheduled expiry time of the Offer to be terminated or otherwise expire at or prior to that time, which termination or expiration may be conditional on the take-up of Common Shares under the Offer.
Appears in 1 contract
Outstanding Stock Options. (a) Offeror acknowledges and agrees that:
(i) the Board of Directors shall resolve The parties acknowledge that all outstanding Options have vested and, subject to permit all persons holding Optionsapplicable Law, which may be exercised by their terms are otherwise currently exercisable or not, to exercise such Options concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares, including by causing the vesting thereof to be accelerated;
(ii) it shall agree with Goldbelt to tendering arrangements in respect of the Offer in order to facilitate the conditional cashless exercise of the Options and tender to the Offer, concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares, of the Common Shares to be issued as a result of such conditional exercise (including providing for the ability of holders of Options to tender the Common Shares issuable upon such conditional exercise of their Options on the basis of guaranteed deliveries); and
(iii) (A) holders of Options will be permitted to tender Common Shares issuable upon the exercise thereof and for such purpose to exercise their Options, conditional upon Offeror taking up and paying for the Common Shares under the Offer, which Options shall be deemed to have been exercised concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares and (B) all Common Shares that are to be issued pursuant to any such conditional exercise shall be accepted as validly tendered under the Offer, provided that the holders of such Options indicate that in compliance with the Common Shares are tendered pursuant terms and conditions of the Share Option Plan. Subject to receipt of any necessary stock exchange approvals, the Company shall amend the Share Option Plan and the outstanding Options to permit holders of Options to conditionally surrender their Options before the Expiry Time in exchange for a cash payment from the Company equal to the Offer and otherwise validly accept amount by which the Offer in accordance with its terms with respect Price exceeds the exercise price under such Option (subject to any required withholding tax remittances), and upon such surrender, such Option will be cancelled and will cease to represent a right to receive Common Shares, unless such payment is not made.
(b) Goldbelt acknowledges Subject to Applicable Securities Laws, Parent and agrees the Company shall implement arrangements (including effectuating any necessary amendments to the Share Option Plan and the outstanding Options) to provide that it is a condition to any cashless the extent that holders of Options do not exercise their Options pursuant to the Share Option Plan or surrender their Options as contemplated by Section 2.3(a), then as of the Options that Goldbelt has obtained all necessary corporate Effective Time and regulatory approvals concurrently with the take-up of the Common Shares by the Offeror, each such remaining Option will be automatically exchanged for an option (including stock exchange approvala “Parent Option”) to permit purchase shares of common stock of Parent (“Parent Shares”) in an amount and at an exercise price determined as provided in this Section 2.3(b) and to be issued under, and subject to the terms of, Parent’s 2008 Performance Incentive Plan. The number of Parent Shares to be subject to each Parent Option shall be equal to (w) the product of (A) the number of Common Shares subject to such cashless exerciseOption immediately prior to the Effective Time and (B) the Offer Price, failing divided by (x) the closing price of a Parent Share on the New York Stock Exchange on the date on which the Effective Time occurs (the “Parent Stock Price”); provided that any fractional shares resulting from such multiplication shall be rounded down to the nearest whole number. The exercise price per Parent Share under each Parent Option shall be equal to (y) the exercise price per Common Share at which such Option was exercisable immediately prior to the Effective Time divided by (z) the quotient obtained by dividing the Offer Price by the Parent Stock Price; provided that such exercise price shall be rounded up to the nearest whole cent. The foregoing formula for calculation of the number of Parent Shares and the exercise price of a Parent Option shall be subject to adjustment, if necessary, to satisfy the requirements that must be met to effect the exchange of Options may be exercised in accordance with this Section 2.3 but for Parent Options on a cash basistax-free rollover basis under the Income Tax Act (Canada). The expiration date of each Parent Option shall be the expiration date that was applicable to the corresponding Option prior to its conversion into such Parent Option.
(c) Goldbelt shall use its commercially reasonable best efforts to cause all holders of Options to conditionally exercise At the Effective Time, the Company will pay the Special Dividend Payments (as such Options as described term is defined in Section 2.3(athe Share Option Plan) and to deliver, not later than five business days prior to which would otherwise be payable upon the first scheduled expiry date of the Offer, (and not withdraw) to the appropriate person(s) all such documents as may be necessary or desirable tender the Common Shares to be issued as a result of such conditional exercise of Options pursuant to the OfferShare Option Plan (subject to any required withholding tax remittances); provided, however, at the request of a holder of Options who is a U.S. taxpayer, such Special Dividend Payments shall be payable on the later of January 1, 2009 and the Effective Time.
(d) Goldbelt shall cause any Options that are not exercised prior Prior to the first scheduled expiry time Effective Time, the Company shall take, and shall be permitted (subject to Parent’s consent, not to be unreasonably withheld) to take, all actions necessary (including any necessary determinations and/or resolutions of the Offer Board of Directors or a committee thereof and any necessary amendments) to be terminated or otherwise expire at or prior to that time, which termination or expiration may be conditional on effectuate the take-up provisions of Common Shares under the Offerthis Section 2.3.
Appears in 1 contract
Samples: Support Agreement (Philip Morris International Inc.)
Outstanding Stock Options. (a) Offeror acknowledges and agrees that:: v6
(i) the Board of Directors shall resolve to permit all persons holding Options, which by their terms are otherwise currently exercisable or not, to exercise such Options concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares, including by causing the vesting thereof to be accelerated;
(ii) it shall agree with Goldbelt the Company to tendering arrangements in respect of the Offer in order to facilitate the conditional cashless exercise of the Options and tender to the Offer, concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares, of the Common Shares to be issued as a result of such conditional exercise (including providing for the ability of holders of Options to tender the Common Shares issuable upon such conditional exercise of their Options on the basis of guaranteed deliveries); and
(iii) (A) holders of Options will be permitted to tender Common Shares issuable upon the exercise thereof and for such purpose to exercise their Options, conditional upon Offeror taking up and paying for the Common Shares under the Offer, which Options shall be deemed to have been exercised concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares and (B) all Common Shares that are to be issued pursuant to any such conditional exercise shall be accepted as validly tendered under the Offer, provided that the holders of such Options indicate that the Common Shares are tendered pursuant to the Offer and otherwise validly accept the Offer in accordance with its terms with respect to such Shares.
(b) Goldbelt acknowledges The Company and agrees the Offeror agree that it is a condition to any cashless exercise the extent holders of the Options that Goldbelt has obtained do not exercise their Options and tender the Common Shares they receive upon such exercise, the Company may, subject to receipt of all necessary corporate and regulatory approvals (including stock exchange approval) of Governmental Entities, offer to permit such cashless exerciseall remaining holders of the Options that, failing in lieu of exercising their Options, the Company will pay, in respect of each Common Share subject to an Option, the amount, if any, by which the Options purchase price for the Common Shares under the Offer exceeds the exercise price of such Option on the date that the Offeror first takes up Common Shares under the Offer, in exchange for the termination of their Options. Further, the Company shall use its reasonable efforts to ensure, and shall implement such mechanics and take all such other steps, including amending the terms of the Stock Option Plan, as may be exercised necessary and desirable in accordance with this Section 2.3 but Law to give effect to, the exercise or other termination of all outstanding Options at or prior to the first scheduled expiry time, on a cash basisterms acceptable to the Offeror, including without limitation:
(i) causing the vesting of option entitlements under the Stock Option Plan to accelerate prior to the first scheduled expiry time, such that all outstanding Options shall be exercisable and fully vested prior to the first scheduled expiry time for the purpose of tendering under the Offer the Shares issued in connection with such Option exercise, conditional upon the Offeror agreeing to take up such Common Shares; v6
(ii) applying for all consents and authorizations required in connection with the foregoing, including any exemptions or consents required from any Securities Authority in connection with any amendments to the Stock Option Plan required in connection with the foregoing; and
(iii) procuring from each holder of the Options an option termination agreement in form and substance satisfactory to the Offeror and the Company, acting reasonably.
(c) Goldbelt The Company shall use its commercially reasonable best efforts to cause all holders of Options to conditionally exercise such Options as described in this Section 2.3(a) 2.4 and to deliver, not later than five business days prior to the first scheduled expiry date time of the Offer, (and not withdraw) to the appropriate person(s) all such documents as may be necessary or desirable tender the Common Shares to be issued as a result of such conditional exercise of Options to the Offer.
(d) Goldbelt shall cause any Options that are not exercised prior to the first scheduled expiry time of the Offer to be terminated or otherwise expire at or prior to that time, which termination or expiration may be conditional on the take-up of Common Shares under the Offer.
Appears in 1 contract
Outstanding Stock Options. (a) Subject to the receipt of all required regulatory approvals, Alcan will make such amendments to the Stock Option Plans and take all such other steps as may be necessary or desirable to
(i) allow all persons holding Options under the Stock Option Plans, who may do so under Laws, to exercise their Options under the Stock Option Plans:
(i) on an accelerated vesting basis solely for the purpose of tendering under the Offer all Common Shares issued in connection with such exercise, conditional upon Take-Up; and (ii) to effect a cashless exercise of their Options solely for the purpose of tendering to the Offer all Common Shares issued in connection with such cashless exercise, all on terms and in a manner acceptable to Offeror; and
(ii) to the extent directed by Offeror acknowledges after Offeror provides an indemnity corresponding to the indemnity contemplated in Section 6.12(a)(vii) assuming the transactions set out in this Section 2.3(a)(ii) were a Pre-Acquisition Transaction, provide, on terms and agrees in a manner acceptable to Offeror, that each Option and Pechiney Option that has not been exercised as of the time Offeror announces it will take up Common Shares under the Offer, be redeemed and cancelled, conditional upon, and effective immediately before, Take-Up, for (i) where the consideration per Common Share under the Offer (or, in the case of Pechiney Option, such amount multiplied by the number of Alcan Common Shares to be issued on an exchange of each share issued under the Pechiney Option as determined under the Liquidity Agreement) exceeds the exercise price per Common Share under the Option or the Pechiney Option, a cash payment equal to the amount of such excess (less any applicable Taxes), and (ii) otherwise, no consideration.
(b) Rio Tinto and Offeror acknowledge and agree that:
(i) the Board of Directors shall resolve to permit all persons holding Options, which by their terms are otherwise currently exercisable or not, to exercise such Options concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares, including by causing the vesting thereof to be accelerated;
(ii) it shall agree with Goldbelt Alcan to tendering arrangements in respect of the Offer in order to facilitate the conditional cashless exercise of the Options under the Stock Option Plans and tender to the Offer, concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares, of the Common Shares to be issued as a result of such conditional exercise (including providing for the ability of holders of such Options to tender the Common Shares issuable upon such conditional the exercise of their such Options on the basis of guaranteed deliveries); and
(iiiii) (A) holders of Options will be permitted to tender the Common Shares issuable upon the conditional exercise thereof and solely for such purpose to exercise their Optionsexercisable Options under the Stock Option Plans, conditional upon Offeror taking up and paying for the Common Shares under the OfferTake-Up, which Options shall be deemed to have been exercised concurrent with the first scheduled expiry time of and which Common Shares shall be deemed to have been tendered under the Offer in respect of which Offeror takes up Common Shares immediately before Take-Up and (B) all Common Shares that are to be issued pursuant to any such conditional exercise shall be accepted as validly tendered under the Offer, provided that the holders of such Options indicate that the Common Shares are tendered pursuant to the Offer and otherwise validly accept the Offer in accordance with its terms with respect to such Shares.
(b) Goldbelt acknowledges and agrees that it is a condition to any cashless exercise of the Options that Goldbelt has obtained all necessary corporate and regulatory approvals (including stock exchange approval) to permit such cashless exercise, failing which the Options may be exercised in accordance with this Section 2.3 but on a cash basis.
(c) Goldbelt shall use its commercially reasonable best efforts to cause all holders of Options to conditionally exercise such Options as described in Section 2.3(a) and to deliver, not later than five business days prior to the first scheduled expiry date of the Offer, (and not withdraw) to the appropriate person(s) all such documents as may be necessary or desirable tender the Common Shares to be issued as a result of such conditional exercise of Options to the Offer.
(d) Goldbelt shall cause any Options that are not exercised prior to the first scheduled expiry time of the Offer to be terminated or otherwise expire at or prior to that time, which termination or expiration may be conditional on the take-up of Common Shares under the Offer.
Appears in 1 contract
Samples: Support Agreement (Rio Tinto PLC)
Outstanding Stock Options. (a) Offeror acknowledges Subject to the receipt of all necessary approvals, the Board of Directors will make such amendments to the Stock Option Plan and agrees thattake all such other steps as may be necessary or desirable to allow all Persons holding Options pursuant to the Stock Option Plan, who may do so under applicable Laws to exercise their Options on an accelerated vesting basis solely for the purpose of tendering under the Offer all Common Shares issued in connection with such exercise, conditional upon Kinross agreeing to take up and pay for such Common Shares.
(b) Following the Effective Date, provided that Kinross has taken-up and paid for at least 50.1% of the outstanding Common Shares (on a fully diluted basis) and received all Appropriate Regulatory Approvals and subject to compliance with the 1933 Act, to the extent applicable, each Option, which is outstanding and has not been duly exercised prior to the Effective Date, shall be exchanged for a fully vested option (each, a "Replacement Option") to purchase from Kinross the number of Kinross Shares (rounded down to the nearest whole share) equal to:
(i) the Board of Directors shall resolve to permit all persons holding Options, which Option Exchange Ratio multiplied by their terms are otherwise currently exercisable or not, to exercise such Options concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares, including by causing the vesting thereof to be accelerated;
(ii) the number of Common Shares subject to such Option immediately prior to the Effective Date. Such Replacement Option shall provide for an exercise price per Kinross Share (rounded up to the nearest whole cent) equal to: (i) the exercise price per Common Share otherwise purchasable pursuant to such Option; divided by (ii) the Option Exchange Ratio. It is agreed that all terms and conditions of a Replacement Option, including the term to expiry, conditions to and manner of exercising, will be the same as the Option for which it was exchanged, and shall agree with Goldbelt to tendering arrangements in respect be governed by the terms of the Offer Stock Option Plan, except for the provisions in order to facilitate the conditional cashless exercise of the Options and tender Stock Option Plan that related to the Offer, concurrent with the first scheduled expiry time early termination of the Offer in respect of which Offeror takes up Common Shares, of the Common Shares to be issued an Option as a result of such conditional the cessation of the optionee's position as an director, officer or employee of the Company (or any successor) shall be amended to provide that an officer or employee whose employment is terminated (other than for cause or by reason of death) or a director who ceases to be a director (other than by reason of death) may exercise (including providing for his or her Replacement Option during the ability of holders of Options to tender the Common Shares issuable upon such conditional exercise of their Options period ending on the basis expiry of guaranteed deliveries); and
(iiithe exercise period under the original Option, and any certificate or option agreement previously evidencing the Option shall thereafter evidence and be deemed to evidence such Replacement Option and such Replacement Options shall be designed to meet the requirements under subsection 7(1.4) (A) holders of Options will be permitted the Tax Act. Prior to tender Common the Effective Date, Kinross shall take all corporate action necessary to reserve for issuance a sufficient number of Kinross Shares issuable for delivery upon the exercise thereof and for such purpose to exercise their Options, conditional upon Offeror taking up and paying for the Common Shares under the Offer, which Options shall be deemed to have been exercised concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares and (B) all Common Shares Replacement Options that are to will be issued pursuant to any such conditional exercise shall be accepted as validly tendered under the Offer, provided that the holders of such Options indicate that the Common Shares are tendered pursuant to the Offer and otherwise validly accept the Offer in accordance with its terms with respect to such Shares.
(b) Goldbelt acknowledges and agrees that it is a condition to any cashless exercise of the Options that Goldbelt has obtained all necessary corporate and regulatory approvals (including stock exchange approval) to permit such cashless exercise, failing which the Options may be exercised in accordance with this Section 2.3 but on a cash basis2.5(b).
(c) Goldbelt shall use its commercially reasonable best efforts to cause all holders of Options to conditionally exercise such Options as described in Section 2.3(a) and to deliver, not later than five business days prior to the first scheduled expiry date of the Offer, (and not withdraw) to the appropriate person(s) all such documents as may be necessary or desirable tender the Common Shares to be issued as a result of such conditional exercise of Options to the Offer.
(d) Goldbelt shall cause any Options that are not exercised prior to the first scheduled expiry time of the Offer to be terminated or otherwise expire at or prior to that time, which termination or expiration may be conditional on the take-up of Common Shares under the Offer.
Appears in 1 contract
Outstanding Stock Options. (a) Offeror acknowledges and agrees that:
The Miranda Board shall resolve (i) to accelerate the Board vesting of Directors shall resolve to permit all persons holding Options, which by their terms are otherwise currently exercisable or not, to exercise such Options concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares, including by causing the vesting thereof to be accelerated;
(ii) it shall agree with Goldbelt to tendering arrangements in respect of permit the Offer in order to facilitate the conditional exercise, on a cashless exercise of the Options and tender to the Offer, concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Sharesbasis, of the Common Shares to be issued as a result of such all Options conditional exercise (including providing for the ability of holders of Options to tender the Common Shares issuable upon such conditional exercise of their Options on the basis of guaranteed deliveries); and
upon, and immediately prior to, Take-Up, and (iii) to accelerate the expiry date for all unexercised Options so that any unexercised Options shall expire upon Take-Up, in each case with such resolutions being effective prior to the initial scheduled Expiry Date of the Offer.
(Ab) Belden and the Acquiror acknowledge and agree that (i) holders of Options will be permitted to tender Common Miranda Shares issuable upon the exercise thereof to the Offer and for such purpose to exercise their OptionsOptions (on a cashless basis) and in a manner acceptable to Belden, acting reasonably, conditional upon Offeror taking up upon, and paying for the Common Shares under the Offerimmediately prior to, which Options shall be deemed to have been exercised concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares Take-Up, and (Bii) all Common Miranda Shares that are to be issued pursuant to any such conditional exercise shall be accepted as validly tendered under the Offer, provided that the holders of such Options indicate that the Common Shares are tendered pursuant to the Offer and otherwise validly accept the Offer in accordance with its terms with respect to such Miranda Shares.
. On the conditional exercise of Options, provided that the Miranda Shares acquired thereunder are tendered to the Offer, the holder shall direct the Acquiror in writing (bin a form acceptable to the Acquiror, acting reasonably) Goldbelt acknowledges to pay to Miranda from the proceeds of sale of such Miranda Shares otherwise payable to the Option holder for remittance to the relevant tax authority an amount (the “Withholding Amount”) sufficient to satisfy all applicable income tax and agrees that it is a condition to any cashless other source deductions arising on the exercise of the Options Options. The Withholding Amount shall be determined by Miranda provided that Goldbelt has obtained all necessary corporate Miranda shall consult with Belden and regulatory approvals (including stock exchange approval) the Acquiror with respect to permit such cashless exercise, failing the manner in which the Options may Withholding Amounts are to be exercised in accordance with this Section 2.3 but on a cash basisdetermined.
(c) Goldbelt shall use its commercially reasonable best efforts to cause all holders The foregoing treatment of Options to conditionally exercise such Options as shall be described in Section 2.3(a) and to deliver, not later than five business days prior to the first scheduled expiry date of the Offer, (and not withdraw) to the appropriate person(s) all such documents as may be necessary or desirable tender the Common Shares to be issued as a result of such conditional exercise of Options to the OfferMiranda Circular.
(d) Goldbelt shall cause any Options that are not exercised prior to the first scheduled expiry time of the Offer to be terminated or otherwise expire at or prior to that time, which termination or expiration may be conditional on the take-up of Common Shares under the Offer.
Appears in 1 contract
Samples: Support Agreement (Belden Inc.)
Outstanding Stock Options. (a) Offeror Subject to the receipt of all required approvals of any Governmental Entity, Placer Dome will make such amendments to the Placer Dome Stock Option Plans and take all such other steps as may be necessary or desirable to allow all persons holding Placer Dome Options, who may do so under applicable Laws, to exercise their Placer Dome Options: (i) on an accelerated vesting basis, conditional on Barrick taking up and paying for Shares under the Offer; and (ii) to effect a cashless exercise of their Placer Dome Options for the purpose of tendering to the Offer all Shares issued in connection with such cashless exercise, and, if desired, to elect the Rollover Option in respect of such Shares so tendered, conditional upon Barrick taking up and paying for Shares under the Offer, all on terms and in a manner acceptable to Barrick.
(b) Barrick acknowledges and agrees that:
(i) the Board of Directors shall resolve to permit all persons holding Options, which by their terms are otherwise currently exercisable or not, to exercise such Options concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares, including by causing the vesting thereof to be accelerated;
(ii) it Barrick shall agree with Goldbelt Placer Dome to tendering arrangements in respect of the Offer in order to facilitate the conditional cashless exercise of the Placer Dome Options and tender to the Offer, concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares, of the Common Shares to be issued as a result of such conditional exercise (including providing for the ability of holders of Placer Dome Options to tender the Common Shares issuable upon such conditional the exercise of their such Placer Dome Options on the basis of guaranteed deliveries); and
(iii) (A) holders of Placer Dome Options will be permitted to tender Common the Shares issuable upon the exercise thereof and for such purpose to exercise their exercisable Placer Dome Options, conditional upon Offeror Barrick taking up and paying for the Common Shares under the Offer, which Placer Dome Options shall be deemed to have been exercised concurrent with immediately prior to the first scheduled expiry time take-up of the Offer in respect of which Offeror takes up Common Shares and (B) all Common Shares that are to be issued pursuant to any such conditional exercise shall be accepted as validly tendered under the Offer, provided that the holders of such Placer Dome Options indicate that the Common Shares are tendered pursuant to the Offer and otherwise validly accept the Offer in accordance with its terms with respect to such Shares.
(bc) Goldbelt acknowledges and agrees With respect to the Placer Dome Options not exercised at or before the Expiry Date, the parties agree to cooperate to ensure that it is all such outstanding Placer Dome Options become options to acquire Barrick Common Shares (on a condition to any cashless exercise tax-deferred basis for purposes of the Options Income Tax Act (Canada)) whereby each such Placer Dome Option shall become an option to acquire 0.8287 of a Barrick Common Share, rounded down to the nearest whole number, at an exercise price per Barrick Common Share equal to the exercise price per Share of that Goldbelt has obtained all necessary corporate and regulatory approvals (including stock exchange approval) to permit such cashless exercise, failing which the Options may be exercised in accordance with this Section 2.3 but on a cash basis.
(c) Goldbelt shall use its commercially reasonable best efforts to cause all holders of Options to conditionally exercise such Options as described in Section 2.3(a) and to deliver, not later than five business days Placer Dome Option immediately prior to the first scheduled expiry date of time the OfferPlacer Dome Option became an option to acquire Barrick Common Shares divided by 0.8287, (and not withdraw) rounded up to the appropriate person(s) all such documents as may be necessary or desirable tender the Common Shares to be issued as a result of such conditional exercise of Options to the Offernearest whole cent.
(d) Goldbelt shall cause any Options that are not exercised prior to the first scheduled expiry time of the Offer to be terminated or otherwise expire at or prior to that time, which termination or expiration may be conditional on the take-up of Common Shares under the Offer.
Appears in 1 contract
Samples: Support Agreement (Placer Dome Inc)
Outstanding Stock Options. (a) Subject to the receipt of all required regulatory approvals, Alcan will make such amendments to the Stock Option Plans and take all such other steps as may be necessary or desirable to
(i) allow all persons holding Options under the Stock Option Plans, who may do so under Laws, to exercise their Options under the Stock Option Plans: (i) on an accelerated vesting basis solely for the purpose of tendering under the Offer all Common Shares issued in connection with such exercise, conditional upon Take-Up; and (ii) to effect a cashless exercise of their Options solely for the purpose of tendering to the Offer all Common Shares issued in connection with such cashless exercise, all on terms and in a manner acceptable to Offeror; and
(ii) to the extent directed by Offeror acknowledges after Offeror provides an indemnity corresponding to the indemnity contemplated in Section 12(a)(vii) assuming the transactions set out in this Section 3(a)(ii) were a Pre-Acquisition Transaction, provide, on terms and agrees in a manner acceptable to Offeror, that each Option and Pechiney Option that has not been exercised as of the time Offeror announces it will take up Common Shares under the Offer, be redeemed and cancelled, conditional upon, and effective immediately before, Take-Up, for (i) where the consideration per Common Share under the Offer (or, in the case of Pechiney Option, such amount multiplied by the number of Alcan Common Shares to be issued on an exchange of each share issued under the Pechiney Option as determined under the Liquidity Agreement) exceeds the exercise price per Common Share under the Option or the Pechiney Option, a cash payment equal to the amount of such excess (less any applicable Taxes), and (ii) otherwise, no consideration.
(b) Rio Tinto and Offeror acknowledge and agree that:
(i) the Board of Directors shall resolve to permit all persons holding Options, which by their terms are otherwise currently exercisable or not, to exercise such Options concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares, including by causing the vesting thereof to be accelerated;
(ii) it shall agree with Goldbelt Alcan to tendering arrangements in respect of the Offer in order to facilitate the conditional cashless exercise of the Options under the Stock Option Plans and tender to the Offer, concurrent with the first scheduled expiry time of the Offer in respect of which Offeror takes up Common Shares, of the Common Shares to be issued as a result of such conditional exercise (including providing for the ability of holders of such Options to tender the Common Shares issuable upon such conditional the exercise of their such Options on the basis of guaranteed deliveries); and
(iiiii) (A) holders of Options will be permitted to tender the Common Shares issuable upon the conditional exercise thereof and solely for such purpose to exercise their Optionsexercisable Options under the Stock Option Plans, conditional upon Offeror taking up and paying for the Common Shares under the OfferTake-Up, which Options shall be deemed to have been exercised concurrent with the first scheduled expiry time of and which Common Shares shall be deemed to have been tendered under the Offer in respect of which Offeror takes up Common Shares immediately before Take-Up and (B) all Common Shares that are to be issued pursuant to any such conditional exercise shall be accepted as validly tendered under the Offer, provided that the holders of such Options indicate that the Common Shares are tendered pursuant to the Offer and otherwise validly accept the Offer in accordance with its terms with respect to such Shares.
(b) Goldbelt acknowledges and agrees that it is a condition to any cashless exercise of the Options that Goldbelt has obtained all necessary corporate and regulatory approvals (including stock exchange approval) to permit such cashless exercise, failing which the Options may be exercised in accordance with this Section 2.3 but on a cash basis.
(c) Goldbelt shall use its commercially reasonable best efforts to cause all holders of Options to conditionally exercise such Options as described in Section 2.3(a) and to deliver, not later than five business days prior to the first scheduled expiry date of the Offer, (and not withdraw) to the appropriate person(s) all such documents as may be necessary or desirable tender the Common Shares to be issued as a result of such conditional exercise of Options to the Offer.
(d) Goldbelt shall cause any Options that are not exercised prior to the first scheduled expiry time of the Offer to be terminated or otherwise expire at or prior to that time, which termination or expiration may be conditional on the take-up of Common Shares under the Offer.
Appears in 1 contract
Samples: Support Agreement (Alcan Inc)
