Date of Execution (1) The Parties have executed this Settlement Agreement effective as of the date on the cover page. Name of Authorized Signatory: Xxxxxxxx Xxxxxxx Signature of Authorized Signatory: Name of Authorized Signatory: Xxxxxxxx Xxxxx Signature of Authorized Signatory: per: Option consommateurs, by its counsel Name of Authorized Signatory: Signature of Authorized Signatory: Québec Counsel Nippon Chemi-Con Corporation and United Chemi-Con, Inc. Name of Authorized Signatory: Xxxxxxx Xxxxxxx Signature of Authorized Signatory: (I have authority to bind Nippon Chemi-Con Corporation and United Chemi-Con, Inc.) Paliare Xxxxxx Xxxxxxxxx Xxxxxxxxx LLP Counsel for the Settling Defendants Ontario Superior Court of Justice Court File No. 3795/14 CP (the “Ontario Electrolytic Action”) Cygnus Electronics Corporation and Xxxx Xxxxxx Panasonic Corporation; Panasonic Corporation of North America; Panasonic Canada Inc.; Sanyo Electric Co., Ltd.; NEC Tokin Corporation; NEC Tokin American Inc.; KEMET Corporation; KEMET Electronics Corporation; Nippon Chem-Con Corporation; United Chemi-Con Corporation; Hitachi Chemical Co., Ltd.; Hitachi Chemical Company America, Ltd.; Hitachi Chemical Co., Ltd.; Hitachi Canada; Nichicon Corporation; Nichicon (America) Corporation; AVX Corporation; Rubycon Corporation; Rubycon America Inc.; Xxxx Co., Ltd.; Xxxx America Inc.; Matsuo Electric Co., Ltd.; Toshin Kogyo Co., Ltd.; Samsung Electro-Mechanics; Samsung Electro-Mechanics America Inc.; Samsung Electronics Canada Inc.; ROHM Co., Ltd.; ROHM Semiconductor U.S.A., LLC; Hitachi AIC Inc.; Hitachi Chemical Electronics Co., Ltd.; FPCAP Electronics (Suzhou) Co., Ltd.; Fujitsu Ltd.; Fujitsu Canada, Inc.; Holy Stone Enterprise Co., Ltd.; Vishay Polytech Co., Ltd. f/k/a Holystone Polytech Co., Ltd.; Milestone Global Technology, Inc. d/b/a Holystone International; Holy Stone Holdings Co., Ltd. All Persons in Canada who purchased Electrolytic Capacitors or a product containing an Electrolytic Capacitor during the Electrolytic Class Period other than (1) all BC Settlement Class members (2) all Québec Settlement Class members and (3) Excluded Persons. Québec Superior Court (District of Montreal), File No. 500-06-000704-14 4 (the “Québec Action”) Option consommateurs Panasonic Corporation; Sanyo Electric Group Ltd.; NEC Tokin Corporation; Nippon Chemi-Con Corporation; Hitachi Chemical Co. Ltd.; Nichicon Corporation; Hitachi AIC Inc.; Xxxx Co. Ltd.; Holy Stone Enterprise Co., Ltd.; Holy Stone Holdings Co., Ltd; Matsuo Electric Co., Ltd.; Rohm Co., Ltd.; Rubycon Corporation; Toshin Kogyo Co., Ltd. All Persons who purchased in Québec at least one Electrolytic Capacitor or a product containing at least one Electrolytic Capacitor during the Electrolytic Class Period except Excluded Persons. British Columbia Supreme Court (Vancouver Registry) Court File No. S-146293 (the “BC Electrolytic Action”) Xxxx Xxxxxx Pansonic Corporation f/k/a/ Matsushita Electric Industrial Co., Ltd.; Panasonic Corporation of North America; Panasonic Canada Inc.; Sanyo Electric Co., Ltd.; Sanyo Electronic Device (U.S.A.) Corp.; Sanyo North America Corporation; Taiyo Yuden Co., Ltd.; Taiyo Yuden (USA) Inc.; NEC Tokin Corporation; NEC Tokin America, Inc.; KEMET Electronics Corporation; Nippon Chemi-Con Corporation; United Chemi-Con, Inc.; Hitachi Chemical Co., Ltd.; Hitachi AIC Inc.; Hitachi Chemical Co. America, Ltd.; Hitachi Canada; Fujitsu Ltd.; Fujitsu Canada, Inc.; Nichicon Corporation; FPCAP Electronics (Suzhou) Co., Ltd.; Nichicon (America) Corporation; AVX Corporation; Rubycon Corporation; Rubycon America Inc.; Xxxx Co., Ltd.; Xxxx America Inc.; Matsuo Electric Co., Ltd.; Toshin Kogyo Co., Ltd.; Holy Stone Enterprise Co., Ltd.; Milestone Global Technology, Inc. d.b.a Holystone International; Vishay Intertechnology, Inc.; Vishay Polytech Co., Ltd. f/k/al Holy Stone Polytech Co., Ltd.; Samsung Electro-Mechanics; Samsung Electra-Mechanics America Inc.; Samsung Electronics Canada Inc.; ROHM Co., Ltd. and ROHM Semiconductor U.S.A., LLC All Persons in British Columbia who purchased Electrolytic Capacitors or a product containing an Electrolytic Capacitor during the Electrolytic Class Period except Excluded Persons. Ontario Superior Court of Justice Court File No. 1272/16 CP (the “Ontario Film Action”) Xxxx Xxxxxx AVX Corporation; Xxxx Co., Ltd.; Xxxx America Inc.; Hitachi Chemical Co., Ltd.; Hitachi Chemical Company America, Ltd.; Hitachi Canada; Hitachi AIC Inc.; Kemet Corporation; Kemet Electronics Corporation; Matsuo Electric Co., Ltd.; Nichicon Corporation; Nichicon (America) Corporation; Nippon Chemi-Con Corporation; United Chemi-Con Corporation; Nissei Electric Co. Ltd.; Nitsuko Electronics Corporation; Okaya Electric Industries Co., Ltd.; Okaya Electric America, Inc.; Panasonic Corporation; Panasonic Corporation Of North America; Panasonic Canada Inc.; Rohm Co., Ltd.; Rohm Semiconductor U.S.A., LLC F/K/A Rohm Electronics U.S.A., LLC; Rubycon Corporation; Rubycon America Inc.; Shinyei Kaisha; Shinyei Technology Co., Ltd.; Shinyei Capacitor Co., Ltd.; Shinyei Corporation Of America; Shizuki Electric Co., Ltd.; American Shizuki Corporation; Soshin Electric Co., Ltd.; Soshin Electronics Of America Inc.; Taitsu Corporation; Taitsu America, Inc.; Toshin Kogyo Co., Ltd.; Holy Stone Enterprise Co., Ltd.; Milestone Global Technology, Inc. D/B/A Holystone International; and Vishay Polytech Co., Ltd. F/K/A Holystone Polytech Co., Ltd. All Persons in Canada who purchased Film Capacitors or a product containing a Film Capacitor during the Film Class Period except Excluded Persons. Court File No. 3795/14 CP THE HONOURABLE ) ,THE DAY XX. XXXXXXX X. XXXXXX ) OF , 2023 BETWEEN: Plaintiffs Proceeding under the Class Proceedings Act, 1992, S.O. 1992, c. 6 THIS MOTION made by the Plaintiffs for an Order certifying this proceeding as a class proceeding for settlement purposes only as against Nippon Chemi-Con Corporation and United Chemi-Con, Inc., respectively (the “Settling Defendants”) and approving the notice of settlement approval hearings and the method of dissemination of said notice was heard this day at the Court House, 00 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxx. ON READING the materials filed, including the settlement agreement dated ●, 2023 attached to this Order as Schedule “A” (the “Settlement Agreement”), and on hearing the submissions of counsel for the Plaintiffs, Counsel for the Settling Defendants, and counsel for the Non-Settling Electrolytic Defendants in the Ontario Electrolytic Action; 1. THIS COURT ORDERS that, except to the extent that they are modified in this Order, the definitions set out in the Settlement Agreement apply to and are incorporated into this Order. 2. THIS COURT ORDERS that the Ontario Electrolytic Action is certified as a class proceeding as against the Settling Defendants for settlement purposes only. 3. THIS COURT ORDERS that the “Ontario Electrolytic Settlement Class” is certified as follows:
Notice of Exercise of Option This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's administrators, executors or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto as Schedule B) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 hereof to the attention of the President or such other officer as the Company may designate. Any such notice shall (a) specify the number of shares of Stock which the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required pursuant to Section 12 hereof, and (c) be accompanied by (i) a certified or cashier's check payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers having a Fair Market Value equal to the total Exercise Price applicable to such shares purchased hereunder, or (iii) a certified or cashier's check accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such shares purchased hereunder. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.
Notice of Change in Control The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control, give written notice of such Change in Control to each holder of Notes. Such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (b) of this Section 8.8 and shall be accompanied by the certificate described in subparagraph (e) of this Section 8.8.
Notice of Change in Exercise Price The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section 6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe the event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s Chief Financial Officer.
When Exercise Effective Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the Business Day on which this Warrant shall have been duly surrendered to the Company as provided in Sections 3.1 and 12 hereof, and, at such time, the Holder in whose name any certificate or certificates for Warrant Shares shall be issuable upon exercise as provided in Section 3.3 hereof shall be deemed to have become the holder or holders of record thereof of the number of Warrant Shares purchased upon exercise of this Warrant.
Time of Exercise of Option The Optionee may exercise the option granted herein at any time after the effective date of this Agreement until the date of termination of the option as provided herein.
Representation of Executive The Executive represents and warrants that the Executive is not under any contractual or legal restraint that prevents or prohibits the Executive from entering into this Agreement or performing the duties and obligations described in this Agreement.
Amendment of Option This Agreement and the terms of the Option may be amended by the Board or the Committee at any time (i) if the Board or the Committee determines, in its sole discretion, that amendment is necessary or advisable due to any addition to or change in the Code or in the regulations issued thereunder, or any federal or state securities law or other law or regulation, which change occurs after the Date of Grant and by its terms applies to the Option; or (ii) other than in the circumstances described in clause (i), with the consent of WGNB and the Grantee.
Commencement of Exercisability (a) Subject to Sections 3.1(b), 3.1(c) and 3.3, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice. (b) No portion of the Option which has not become vested and exercisable at the date of the Participant’s Termination of Services shall thereafter become vested and exercisable, except as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company and the Participant. [
Notice of Change of Control Each occasion that any Change of Control shall occur and such notice shall set forth in reasonable detail the particulars of each such occasion.