Common use of Settlement Notice Requirements Clause in Contracts

Settlement Notice Requirements. Notwithstanding any other provisions hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement (as applicable) unless (1) Party B represents in such Settlement Notice that it is Solvent (as defined below) on such date and (2) Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Xxxxxxx Xxxxxxx, Inc. is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: The period from, and including, the first Scheduled Trading Day following the date on which Party B elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the third Scheduled Trading Day preceding such Settlement Date. In the case of Cash Settlement, Party A will be deemed to have completely unwound its hedge upon such time that Party A shall have acquired a number of Shares equal to the number of Settlement Shares.

Settlement Notice Requirements. Notwithstanding any other provisions hereof, a Settlement Notice delivered by Party B will not be effective to establish a Settlement Date unless Party B represents in such Settlement Notice that it has complied with the agreement set forth in clause (c) under “Additional Representations, Warranties and Agreements of Party B” in Section 3 of this Confirmation. Notwithstanding any other provisions hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Stock Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Stock Settlement (as applicable) unless (1) Party B represents in such Settlement Notice that it is Solvent (as defined below) on such date and (2) Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As as of the date of this Settlement Notice, Xxxxxxx Xxxxxxx, Inc. E*TRADE Financial Corporation is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: The period from, and including, the first Scheduled Trading Day following the date on which Party B elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the third Scheduled Trading Day preceding such Settlement Date. In the case of Cash Settlement, Party A will be deemed to have completely unwound its hedge upon such time that Party A shall have acquired a number of Shares equal to the number of Settlement Shares.

Settlement Notice Requirements. Notwithstanding any other provisions hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement (as applicable) unless (1) Party B represents in such Settlement Notice that it is Solvent (as defined below) on such date and (2) Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Xxxxxxx XxxxxxxWestar Energy, Inc. is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: The period from, and including, the first Scheduled Trading Day following the date on which Party B elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the third Scheduled Trading Day preceding such Settlement Date (it being understood that such Settlement Date may be deferred pursuant to clause (ii) of the first proviso under “Settlement Date. In ” above, thereby lengthening the case of Cash Settlement, Party A will be deemed to have completely unwound its hedge upon such time that Party A shall have acquired a number of Shares equal to the number of Settlement Sharesrelated Unwind Period).

Settlement Notice Requirements. Notwithstanding any other provisions hereof, a Settlement Notice delivered by Party B will not be effective to establish a Settlement Date unless Party B represents in such Settlement Notice that it has complied with the agreement set forth in clause (c) under “Additional Representations, Warranties and Agreements of Party B” in Section 3 of this Confirmation. Notwithstanding any other provisions hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement (as applicable) unless (1) Party B represents in such Settlement Notice that it is Solvent (as defined below) on such date and (2) Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Xxxxxxx XxxxxxxAqua America, Inc. is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: The period from, and including, the first Scheduled Trading Day following the date on which Party B elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the third Scheduled Trading Day preceding such Settlement Date. In the case of Cash Settlement, Party A will be deemed to have completely unwound its hedge upon such time that Party A shall have acquired a number of Shares equal to the number of Settlement Shares.