Optionees. Except as may otherwise be agreed upon by Allergan and AMO and/or as set forth in Schedule 8.4, this Section 8.4 shall govern the treatment of unvested outstanding Allergan Options held by non-U.S. AMO Employees.
Optionees. (a) Prior to the Closing, the Company will, through its Board (or any committee thereof), take all action required for the cancellation as of the Effective Time of all Stock Options in consideration for cash in an amount set forth in section 1.6(c).
Optionees. Except as may otherwise be agreed upon by Southern and Southern Energy, this Section 7.01 shall govern the treatment of Southern Options held by non-U.S.
Optionees. Except as may otherwise be agreed -------------------------- upon by HP and Agilent and/or as set forth in Schedule 7.2(c), this Section 7.2 shall govern the treatment of HP Options held by non-U.S. Agilent Transferred Employees.
Optionees. Except as may otherwise be agreed upon by MRV and Luminent and/or as set forth in Schedule 6.3, this Section 6.3 shall govern the treatment of MRV Options held by non-U.S. Luminent Transferred Employees, if any.
Optionees. Except as may otherwise be agreed -------------------------- upon by 3Com and Palm and/or as set forth in Schedule 6.3, this Section 6.3 shall govern the treatment of 3Com Options held by non-U.S. Palm Transferred Employees.
Optionees. Except as may otherwise be agreed upon by Adaptec and Roxio this Section 6.2 shall govern the treatment of Adaptec Options held by non-U.S. Roxio Employees.
Optionees. (i) Prior to the Closing, each individual holding a Merry Land Option shall have the right to enter into a written agreement with EQR providing for the cancellation of such option, whether or not vested, immediately following the Effective Time for cash in an amount equal to the difference between the Closing Price of Merry Land Common and the applicable exercise price set forth in such option, multiplied by the number of Merry Land Common Shares subject to such option. For purposes of this paragraph, "Closing Price" shall mean the unweighted average closing price of a Merry Land Common Share, reported as "New York Stock Exchange Composite Transactions" by The Wall Street Journal (Midwest Edition) for the ten (10) Trading Days ending on the third Trading Day immediately prior to the Closing Date. For the purposes of this paragraph only, "Trading Day" shall mean any day on which Merry Land Common Shares are traded on the NYSE." 13. Amendment to Section 5.19. Section 5.19 of the Merger Agreement is hereby deleted and the following substituted in lieu thereof: "5.19 ESOP (a) With respect to the ESOP, Merry Land shall, subject to ERISA and any other applicable law, take all necessary action to: (i) revoke resolutions previously adopted by its Board of Directors on July 8, 1998, respecting the ESOP; (ii) amend the ESOP to: (A) cause the transfer of, and shall cause Spinco to assume, the sponsorship of the ESOP effective as soon as practicable after the date of this Agreement, but in all events prior to the Distribution; (B) provide that all ESOP participants who are employed by Merry Land immediately prior to the Effective Time, but are not employed by Spinco immediately after the Effective Time, will become 100% vested in their accounts under the ESOP; (C) provide that any reallocation of forfeitures attributable to ESOP participants who terminated employment after December 31, 1995, and prior to the Effective Time, or otherwise incur a forfeiture prior to the Effective Time, and any allocations relating to the repayment of the ESOP's acquisition loans with respect to the plan year which includes the Effective Time, shall include all ESOP participants who were employed by Merry Land immediately prior to the Effective Time and completed 1,000 Hours of Service prior to the Effective Time (or a pro-rata number of Hours of Service in the event that any such allocation is made prior to the last day of the plan year) and shall be done by using consistent methodologi...
Optionees. Except as may otherwise be agreed upon by Eaton and Axcelis Technologies, this Section 6.2 shall govern the treatment of Eaton Options held by non-U.S. Axcelis Technologies Transferred Employees.
Optionees. Except as may otherwise be agreed upon by Millipore and Mykrolis, this Section 6.3 shall govern the treatment of Millipore Options held by non-U.S. Mykrolis Employees.
