Share Termination Delivery Unit. In the case of a Termination Event, Event of Default Additional Disruption Event or Delisting, one Share or, in the case of Nationalization, Insolvency, Tender Offer or Merger Event, a unit consisting of the number or amount of each type of property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Nationalization, Insolvency, Tender Offer or Merger Event. If such Nationalization, Insolvency, Tender Offer or Merger Event involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash. Failure to Deliver: Inapplicable Other applicable provisions: If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9, 9.11 and 9.12 (as modified above) of the Equity Definitions and the provisions set forth opposite the caption “Representation and Agreement” in Section 2 will be applicable, except that all references to “Shares” shall be read as references to “Share Termination Delivery Units”.
Appears in 8 contracts
Samples: Letter Agreement (Chart Industries Inc), Letter Agreement (Chart Industries Inc), Chart Industries Inc
Share Termination Delivery Unit. In the case of a Termination Event, Event of Default Default, Delisting, Tender Offer or Additional Disruption Event or DelistingEvent, one Share or, in the case of Nationalization, an Insolvency, Tender Offer Nationalization or Merger Event, one Share or a unit consisting of the number or amount of each type of property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Nationalization, Insolvency, Tender Offer Nationalization or Merger Event, as applicable. If such Nationalization, Insolvency, Tender Offer Nationalization or Merger Event involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cashconsideration specified by Dealer in its sole discretion. Failure to Deliver: Inapplicable Applicable Other applicable provisions: If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.99.9 and 9.11 (except that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, 9.11 and 9.12 (obligations, limitations or requirements under applicable securities laws arising as modified abovea result of the fact that Counterparty is the issuer of the Shares or any portion of the Share Termination Delivery Units) of the Equity Definitions and the provisions set forth opposite the caption “Representation and Agreement” in Section 2 will be applicableapplicable as if “Physical Settlement” applied to the Transaction, except that all references to “Shares” shall be read as references to “Share Termination Delivery Units.”.
Appears in 3 contracts
Samples: Letter Agreement (NIO Inc.), Letter Agreement (NIO Inc.), Letter Agreement (NIO Inc.)
Share Termination Delivery Unit. In the case of a Termination Event, Event of Default Additional Disruption Event or Delisting, one Share or, in the case of Nationalization, Insolvency, Tender Offer or Merger Event, a unit consisting of the number or amount of each type of property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Nationalization, Insolvency, Tender Offer or Merger Event. If such Nationalization, Insolvency, Tender Offer or Merger Event involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash. Failure to Deliver: Inapplicable Other applicable provisions: If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9, 9.11 9.11, 9.12 and 9.12 10.5 (as modified above) of the Equity Definitions and the provisions set forth opposite the caption “Representation and Agreement” in Section 2 will be applicable, except that all references in such provisions to “Shares” "Physically-settled" shall be read as references to “"Share Termination Settled" and all references to "Shares" shall be read as references to "Share Termination Delivery Units”". "Share Termination Settled" in relation to this Transaction means that Share Termination Alternative is applicable to this Transaction.
Appears in 3 contracts
Samples: Letter Agreement (Legg Mason Inc), Legg Mason Inc, Sonosite Inc
Share Termination Delivery Unit. In the case of a Termination Event, Event of Default Default, Delisting or Additional Disruption Event or DelistingEvent, one Share or, in the case of an Insolvency, Nationalization, InsolvencyMerger Event or Tender Offer, Tender Offer one Share or Merger Event, a unit consisting of the number or amount of each type of property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Insolvency, Nationalization, Insolvency, Merger Event or Tender Offer or Merger EventOffer. If such Insolvency, Nationalization, Insolvency, Merger Event or Tender Offer or Merger Event involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash. Failure to Deliver: Inapplicable Applicable Other applicable provisions: If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9, 9.10, 9.11 (except that the Representation and 9.12 (as modified above) Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws arising as a result of the fact that Counterparty is the issuer of the Shares or any portion of the Share Termination Delivery Units) and 9.12 of the provisions set forth opposite the caption “Representation and Agreement” in Section 2 Equity Definitions will be applicableapplicable as if “Physical Settlement” applied to the Transaction, except that all references to “Shares” shall be read as references to “Share Termination Delivery Units”.
Appears in 2 contracts
Samples: Brinker International Inc, Oneok Inc /New/
Share Termination Delivery Unit. In the case of a Termination Event, Event of Default Additional Disruption Event or Delisting, one Share or, in the case of Nationalization, Insolvency, Tender Offer or Merger Event, a unit consisting of the number or amount of each type of property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Nationalization, Insolvency, Tender Offer or Merger Event. If such Nationalization, Insolvency, Tender Offer or Merger Event involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash. Failure to Deliver: Inapplicable Other applicable provisions: If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9, 9.11 and 9.12 (as modified above) of the Equity Definitions and the provisions set forth opposite the caption “Representation and Agreement” in Section 2 will be applicable, except that all references to “Shares” shall be read as references to “Share Termination Delivery Units.”.
Appears in 2 contracts
Samples: Letter Agreement (Electronic Arts Inc.), Electronic Arts Inc.