Common use of Automatic Exercise on Expiration Date Clause in Contracts

Automatic Exercise on Expiration Date. Notwithstanding anything to the contrary herein or in the Equity Definitions, unless Counterparty notified Dealer in writing prior to 5:00 p.m., New York City time, on the Expiration Date that it does not wish automatic exercise as described in this paragraph to occur, all Options then outstanding as of 5:00 p.m., New York City time, on the Expiration Date (other than any Options for which Dealer has received a Notice of Exercise in accordance with “Notice of Exercise” below) shall be deemed to be automatically exercised as if (i) a number of Convertible Notes (in denominations of USD 1,000 principal amount) equal to such number of then-outstanding Options were converted with a Conversion Date occurring on or after the Free Convertibility Date and (ii) Net Share Settlement shall be applicable to such deemed exercise; provided that no such automatic exercise pursuant to this sentence shall occur if the Relevant Price for each Valid Day during the Settlement Averaging Period is less than or equal to the Strike Price. Notice of Exercise: Notwithstanding anything to the contrary in the Equity Definitions, Counterparty may exercise any Options relating to Convertible Notes with a Conversion Date occurring on or after the Free Convertibility Date, by notifying Dealer in writing before 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the Expiration Date specifying the number of such Options; provided that if the Relevant Settlement Method for such Options is (x) Net Share Settlement and the Specified Cash Amount (as defined below) is not USD 1,000, (y) Cash Settlement or (z) Combination Settlement, Dealer shall have received a separate notice (the “Notice of Final Settlement Method”) in respect of all such Convertible Notes before 5:00 p.m. (New York City time) on the Free Convertibility Date specifying (1) the Relevant Settlement Method for such Options, and (2) if the settlement method for the related Convertible Notes is not Settlement in Shares or Settlement in Cash (each as defined below), the fixed amount of cash per Convertible Note that Counterparty has elected to deliver to Holders (as such term is defined in the Indenture) of the related Convertible Notes (the “Specified Cash Amount”). Counterparty acknowledges its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange Act (as defined below) and the rules and regulations thereunder, in respect of any election of a settlement method with respect to the Convertible Notes.

Automatic Exercise on Expiration Date. Notwithstanding anything to the contrary herein or in Section 3.4 of the Equity Definitions, unless Counterparty notified notifies Dealer in writing prior to 5:00 p.m., p.m. (New York City time, ) on the Expiration Date that it does not wish automatic exercise as described in this paragraph Automatic Exercise to occur, all Options then outstanding as of 5:00 p.m., p.m. (New York City time, ) on the Expiration Date (other than any Options for which Dealer has received a Notice of Exercise in accordance with “Notice of Exercise” below) shall will be deemed to be automatically exercised as if (i) a number of Convertible Notes (in denominations of USD 1,000 principal amount) equal to such number of then-outstanding Options were converted with a “Conversion Date Date” (as defined in the Indenture) occurring on or after the Free Convertibility Date and (ii) Net Share the Relevant Settlement shall be applicable Method applied to such deemed exerciseConvertible Notes; provided that that, no such automatic exercise pursuant to this sentence shall paragraph will occur if the Relevant Price for each Valid Day during the Settlement Averaging Period is less than or equal to the Strike Price. Notice of Exercise: Notwithstanding anything to the contrary in the Equity DefinitionsDefinitions or under “Automatic Exercise” above, Counterparty may but subject to “Automatic Exercise on Expiration Date” above, in order to exercise any Options relating to Convertible Notes with a Conversion Date occurring on or after the Free Convertibility Date, by notifying Counterparty must notify Dealer in writing before 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the Expiration Date specifying the number of such Options; provided that if the Relevant Settlement Method for such Options is (x) Net Share Settlement and the Specified Cash Amount (as defined below) is not USD 1,000, or (y) Cash Settlement or (z) Combination Settlement, Dealer shall have received a separate notice (the “Notice of Final Settlement Method”) in respect of all such Convertible Notes before 5:00 p.m. (New York City time) on the Free Convertibility Date specifying (1) the Relevant Settlement Method for such Options, and (2) if the settlement method for the related Convertible Notes is not Settlement in Shares or Settlement in Cash (each as defined below), the fixed amount of cash per Convertible Note that Counterparty has elected to deliver to Holders (as such term is defined in the Indenture) of the related Convertible Notes (the “Specified Cash Amount”). Counterparty acknowledges its responsibilities under the Israeli Companies Law 5759-1999 (the “Companies Law”) and applicable securities laws, and in particular Section 9 and Section 10(b) of the Securities Exchange Act of 1934, as amended (as defined belowthe “Exchange Act”) and the rules and regulations thereunder, in respect of any election of a settlement method with respect to the Convertible NotesNotes and in respect of any election of a Relevant Settlement Method for any Options. Valuation Time: At the close of trading of the regular trading session on the Exchange; provided that if the principal trading session is extended, the Calculation Agent shall determine the Valuation Time in its reasonable discretion.