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 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 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:
Stock Options As of the close of business on the Reference Date: (i) 5,121,366 Company Ordinary Shares were subject to issuance pursuant to outstanding Company Options (as defined below) to purchase Company Ordinary Shares under the applicable Company Share Plans (as defined below) (equity or other equity-based awards, whether payable in cash, shares or otherwise, whether or not granted under or pursuant to the Company Share Plans, other than Company Restricted Shares or Company Restricted Share Units, are referred to in this Agreement as “Company Options”), and (ii) 4,336,867 Company Ordinary Shares are reserved for future issuance under the Company Share Plans, including 746,812 shares reserved for issuance under Company’s 2006 Employee Shares Purchase Plan (the “Company Employee Shares Purchase Plan”). Section 2.2(c) of the Company Disclosure Schedule sets forth a complete and accurate list of all stock option plans or any other plan or agreement adopted by Company that provides for the issuance of equity to any Person (the “Company Share Plans”). Company has made available to Acquiror complete and accurate copies of all Company Share Plans and the forms of all award agreements evidencing outstanding awards under such plans. Company has made available to Acquiror a true and complete list of each Company Option outstanding as of the Reference Date, and (1) the particular Company Share Plan or other arrangement pursuant to which such Company Option was granted, (2) the name of the holder of such Company Option, (3) the number of Company Ordinary Shares subject to such Company Option, (4) the exercise price of such Company Option, (5) the date on which such Company Option was granted, (6) the applicable vesting schedule, and the extent to which such Company Option was vested and exercisable as of the Reference Date, (7) the date on which such Company Option expires and (8) whether such Company Option is intended to qualify as a nonstatutory stock option or an “incentive stock option” within the meaning of Section 422 of the Code. All Company Ordinary Shares subject to issuance under the applicable Company Share Plans, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issued, would be duly authorized, validly issued and fully paid. All grants of Company Options were validly issued and properly approved by the Board of Directors of the Company (or a duly authorized committee or subcommittee thereof) in material compliance with all applicable Legal Requirements and recorded on the Company Financials in accordance with GAAP. As of the Reference Date, there are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights or equity based awards (whether payable in cash, shares or otherwise) with respect to the Company other than as set forth in Sections 2.2(b) and (c).
