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:
Appears in 4 contracts
Sources: Custodian Agreement (Dean Family of Funds), Custodian Agreement (Dean Family of Funds), Custodian Agreement (Dean Family of Funds)
Options. (a) Purchase At the Effective Time, each option granted by the Company to purchase shares 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: Company Common Stock under (i) whether the Company's 1993 Incentive Stock Option is a put or call Option; Plan, (ii) the name Company's 1993 Stock Option Plan for Non-Employee Directors and (iii) any other stock option plan or arrangement of the issuer Company (collectively, the "Company Option Plans") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of the securities Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below, and otherwise subject to the terms of the Company Option Plans pursuant to which such options have been issued and the title and agreements evidencing grants thereunder:
(i) The number of shares of Parent Common Stock to be subject to the new option shall be equal to the product of the number of shares of Company Common Stock subject to the original option and the Exchange Ratio; provided that any fractional shares of Parent Common Stock resulting from such securitiesmultiplication shall be rounded to the nearest whole share; and
(iiiii) The exercise price per share of Parent Common Stock under the expiration date: (iv) new option shall be equal to the exercise price; (v) price per share of Company Common Stock under the date of purchase and settlement; (vi) the premium to be paid original option divided 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 Exchange Ratio, provided that such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian exercise price shall pay the premium payable be rounded down 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 Certificatenearest whole cent.
(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 The adjustment provided herein with respect to such sale: any options which are "incentive stock options" (i) the type of Option (put or call); (ii) the name as defined in Section 422 of the issuer Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the securities subject Code. The duration and other terms of the new option shall be the same as the original option except that all references 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 Company shall be deemed to the Portfolio upon such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian shall consent be references 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 CertificateParent.
(c) Upon Parent agrees to file with Securities and Exchange Commission (the "SEC") as soon as reasonably practicable after the Effective Time a registration statement on Form S-8 or other appropriate form under the Securities Act of 1933 (together with the rules and regulations thereunder, the "Securities Act") to register Parent Common Stock issuable upon exercise of options under the Company Option Plans and use its reasonable efforts to cause such registration statement to remain effective until 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 or expiration 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 agreementoptions.
(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:
Appears in 4 contracts
Sources: Merger Agreement (Citizens Banking Corp), Merger Agreement (F&m Bancorporation Inc), Merger Agreement (F&m Bancorporation Inc)
Options. (a) Purchase At the Effective Time, each option granted by CCB to purchase shares of Options by CCB Common Stock which is outstanding and unexercised immediately prior thereto shall cease to represent a Portfolio Upon right to acquire shares of CCB Common Stock and shall be converted automatically into an option to purchase shares of NCBC Common Stock in an amount and at an exercise price determined as provided below (and otherwise subject to the purchase by a Portfolio terms of any Option the CCB Stock Plans (as defined below), ) and 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: agreements evidencing grants thereunder):
(i) whether The number of shares of NCBC Common Stock to be subject to the Option is a put or call Optionnew option shall be equal to the product of the number of shares of CCB Common Stock subject to the original option and the Exchange Ratio, provided that any fractional shares of NCBC Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and
(ii) The exercise price per share of NCBC Common Stock under the name of the issuer of the securities subject new option shall be equal to the Option and exercise price per share of CCB Common Stock under 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 original option divided 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 Exchange Ratio, provided that such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian exercise price shall pay the premium payable be rounded 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 Certificatenearest whole cent.
(c) Upon the exercise by the Portfolio of The adjustment provided herein with respect to any Call Option options which are "incentive stock options" (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf in Section 422 of the Portfolio Internal Revenue Code of 1986, as amended (the "Code")), shall promptly deliver be and is intended to Custodian be effected in a Certificate specifying manner which is consistent with respect to such Call Option: (iSection 424(a) the name of the issuer Code. The duration and other terms of the securities subject new option shall be the same as the original option except that all references 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 CCB shall be deemed 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 references 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 agreementNCBC.
(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:
Appears in 3 contracts
Sources: Merger Agreement (CCB Financial Corp), Merger Agreement (CCB Financial Corp), Merger Agreement (National Commerce Bancorporation)
Options. A. Subject to the provisions of this Plan, the Committee is hereby authorized to grant Options to Employees.
B. All Agreements granting Options shall contain a statement that the Option is intended to be a nonstatutory stock option and not an incentive stock option as defined in section 422 of the Code.
C. The Option Period shall be determined by the Committee and specifically set forth in the Agreement, provided, however, that an Option shall not be exercisable before six months from the Date of Grant (aexcept that this limitation need not apply in the event of the death of the Optionee within the six-month period) Purchase and no Option shall be exercisable after ten years after the Date of Options by Grant.
D. By accepting the grant of an Option under the Plan, each Optionee agrees, for the Optionee and his or her successors, that the Option may not be exercised at any time that the Corporation does not have in effect a Portfolio Upon registration statement under the purchase by a Portfolio Securities Act of 1933, as amended, relating to the offer of Common Stock to the Optionee under the Plan, unless the Corporation agrees to permit such exercise, and that, upon the issuance of any Option (as defined below)Shares upon the exercise of the Option, the Fund on behalf Optionee will, upon the request of the Portfolio shall promptly deliver Corporation, agree in writing that he or she is acquiring such Shares for investment only and not with a view to the Custodian a certificate signed by an appropriate officer resale, and that he or she will not sell, pledge or otherwise dispose of the Fund (a "Certificate") specifying with respect to each such Option: Shares so issued unless and until (i) whether the Option Corporation is a put or call Optionfurnished with an opinion of counsel to the effect that registration of such Shares pursuant to the Securities Act of 1933, as amended, is not required by that Act and the rules and regulations thereunder; (ii) the name staff of the issuer of the securities subject to the Option Securities 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 brokerExchange Commission has issued a "no-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 action" letter with respect to such sale: (i) the type of Option (put disposition; or call); (ii) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) such registration or notification as is, in the date opinion of salecounsel for the Corporation, required for the lawful disposition of such Shares has been filed by the Corporation and has become effective; (iv) provided, however, that the sales price; (v) Corporation shall not be obligated to file any such registration or notification. The Option shall further agree that the date Company may place a legend embodying such restriction on the certificates evidencing such shares.
E. All other terms of settlement; (vi) Options granted under the total amount payable to Plan shall be determined by the Portfolio upon such sale; and (vii) Committee in its sole discretion, as exercised consistently with the name terms 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 Plan, and specifically set forth in such Certificate.
(c) Upon the exercise Optionee's agreement. Any terms of Options determined by the Portfolio of any Call Option (as defined below) purchased by Committee that vary from 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 express terms 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 Plan also 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 specifically 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 agreementOptionee's 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:
Appears in 3 contracts
Sources: Stock Award Plan (Motient Corp), Employee Stock Option Plan (American Mobile Satellite Corp), Employee Stock Option Plan (American Mobile Satellite Corp)
Options. (a) Purchase 6.1 The Committee is hereby authorized to grant Incentive Stock Options and Nonstatutory Stock Options to any employee who is an Eligible Person and to grant Nonstatutory Stock Options to any Director, provided that the number of Options by granted to an Eligible Person during a Portfolio Upon fiscal year will not exceed the purchase by a Portfolio applicable limitations set forth in Article 5 of any Option (as defined below), the Fund on behalf of the Portfolio shall promptly deliver this Plan when aggregated with other Awards made to the Custodian a certificate signed that Eligible Person during that fiscal year.
6.2 All Options will be evidenced by an appropriate officer of the Fund (Agreement. All Agreements granting Incentive Stock Options will contain a "Certificate") specifying with respect to each such Option: (i) whether statement that the Option is a put or call intended to be an Incentive Stock Option; (ii) if no such statement is included in the name Agreement, or if the Agreement affirmatively states that the Option is intended to be a Nonstatutory Stock Option, the Option shall be a Nonstatutory Stock Option.
6.3 All Agreements shall specify the number of the issuer of the securities Class A Common Shares or Class B Common Shares to which it pertains subject to the limitations set forth in Article 5 of this Plan.
6.4 The Option Period will be determined by the Committee and specifically set forth in the Agreement, provided that an Option will not be exercisable after ten years from the Grant Date.
6.5 The Committee will, at or after the Grant Date, determine the methods by which the Option Price of an Option may be paid and the title and number form or forms of payment that may be permitted.
6.6 The Committee may provide in the Agreement evidencing the grant of an Option that the Committee, in its sole discretion, will have the right to substitute an Appreciation Right for such Option at any time prior to or upon exercise 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 madeOption; provided, however, 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 Appreciation Right will 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 exercisable with respect to the same number of Shares for which such substituted Option being purchased: would have been exercisable.
6.7 The Committee may provide in the Agreement evidencing a grant of Options (iother than Incentive Stock Options) that the transaction is Committee, in its sole discretion, will have the right to provide for the payment of Dividend Equivalents to the Optionee on either a Closing Purchase Transaction; (ii) current, deferred, or contingent basis or may provide that such equivalents shall be credited against the name Option Price.
6.8 The exercise of an Option shall result in the cancellation on a share-for-share basis of any Related Right authorized under Article 8 of this Plan.
6.9 Except as otherwise determined by the Committee and set forth in an Agreement, if a Director subsequently becomes an employee of the issuer Corporation or a Subsidiary while remaining a member of the securities Board, any Options held under the Plan by such individual at the time of such commencement of employment shall not be affected thereby. If an employee who is also a Director terminates employment, any Awards granted in connection with such individual’s employment will continue to be governed by and subject to such Option the provisions of the Plan and the title and number Agreement regarding a termination of such securities; (iii) employment.
6.10 All other terms of Options granted under the exercise price; (iv) the premium to Plan will be paid determined 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 agreementCommittee in its sole discretion.
(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:
Appears in 3 contracts
Sources: 2007 Omnibus Incentive Compensation Plan (American Greetings Corp), 2007 Omnibus Incentive Compensation Plan (American Greetings Corp), 2007 Omnibus Incentive Compensation Plan (American Greetings Corp)
Options. (a) Purchase of Options by a Portfolio Upon Firstar shall take action to amend the purchase by a Portfolio of any Option Firstar Stock Plans (as defined below)herein) so that, at the Fund on behalf Effective Time, each option granted by Firstar to purchase shares of the Portfolio Firstar Common Stock which is outstanding and unexercised immediately prior thereto shall promptly deliver cease to the Custodian represent a certificate signed by right to acquire shares of Firstar Common Stock and shall be converted automatically into an appropriate officer option to purchase shares of the Fund Firstar (a "Certificate"WI) specifying with respect to each such Option: Common Stock in an amount and at an exercise price determined as follows (i) whether the Option is a put or call Option; (ii) the name of the issuer of the securities and otherwise subject to the Option terms of the appropriate Firstar Benefit Plan (as defined herein) pursuant to which such options have been granted (such plans collectively the "Firstar Stock Plans") 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: agreements evidencing grants thereunder): (i) the type number of Option shares of Firstar (put or call); (iiWI) the name of the issuer of the securities Common Stock to be subject to the Option new option shall be equal to the product of the number of shares of Firstar Common Stock subject to the original option and the title and number Exchange Ratio, provided that any fractional shares of Firstar (WI) Common Stock resulting from such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable multiplication shall be rounded down to the Portfolio upon such sale; nearest whole share 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; share of Firstar (vWI) Common Stock under the total amount new option shall be equal 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) share of Firstar Common Stock under the total amount to original option divided by the Exchange Ratio, provided that such exercise price shall be paid rounded down to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercisednearest whole cent. 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 The adjustment provided herein with respect to deliver, out of the account of the Portfolio to any options 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 are "incentive stock options" (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf in Section 422 of the Portfolio Internal Revenue Code of 1986, as amended (the "Code")) shall promptly deliver be and is intended to Custodian be effected in a Certificate specifying manner which is consistent with respect to such Covered Call Option: (iSection 424(a) the name of the issuer Code. The duration and other terms of the securities subject new option shall be the same as the original option except that all references to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium Firstar shall be deemed to be received by the Portfolio; references to Firstar (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 receiptsWI).
(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:
Appears in 3 contracts
Sources: Agreement and Plan of Reorganization (Firstar Corp /Wi/), Agreement and Plan of Reorganization (Star Banc Corp /Oh/), Merger Agreement (Firstar Corp /Wi/)
Options. (a) Purchase ▇▇▇▇▇▇▇ hereby grants to ▇▇▇▇▇▇, on the terms and conditions set forth herein, a continuing right (the “Series B Common Stock Option”) to purchase from ▇▇▇▇▇▇▇, at the times set forth herein, such number of Options by a Portfolio Upon shares of Series B Common Stock as is necessary to allow the purchase by a Portfolio of any Option (as defined below), ▇▇▇▇▇▇ Entities to maintain the Fund on behalf percentage of the Portfolio shall promptly deliver then-outstanding Common Stock of ▇▇▇▇▇▇▇ that is equal to the Custodian a certificate signed Ownership Percentage. The Series B Common Stock Option shall be assignable, in whole or in part and from time to time, by an appropriate officer ▇▇▇▇▇▇ to any ▇▇▇▇▇▇ Entity. The exercise price for the shares of Series B Common Stock purchased pursuant to the Series B Common Stock Option shall be the Market Price 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 Series A Common Stock as 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 first delivery of notice of exercise of the registered broker-dealer who is acting as the clearing agent Series B Common Stock Option by ▇▇▇▇▇▇ (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 or its permitted assignee hereunder) to the Clearing Agent through whom the purchase was made▇▇▇▇▇▇▇; provided, however, that such premium conforms the exercise price shall be at least equal to the total premium payable as set forth in such Certificateaggregate par value of the shares of Series B Common Stock purchased thereby.
(b) Sale The provisions of Options Section 2.1(a) hereof notwithstanding, the Series B Common Stock Option granted pursuant to Section 2.1(a) shall not apply and shall not be exercisable in connection with the issuance by a Portfolio Upon the sale ▇▇▇▇▇▇▇ of any Option purchased shares of Common Stock pursuant to any stock option or other executive or employee benefit or compensation plan maintained by a Portfolio in accordance with subsection (a) above▇▇▇▇▇▇▇, so long as, from and after 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 date hereof and prior to the Option issuance of such shares, ▇▇▇▇▇▇▇ has repurchased from shareholders and the title and not subsequently reissued a number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable shares equal or greater to the Portfolio upon number of shares to be issued in any 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 Certificateissuance.
(c) Upon ▇▇▇▇▇▇▇ hereby grants to ▇▇▇▇▇▇, on the terms and conditions set forth herein, a continuing right (the “Nonvoting Stock Option” and, together with the Series B Common Stock Option, the “Options”) to purchase from ▇▇▇▇▇▇▇, at the times set forth herein, such number of shares of Nonvoting Stock as is necessary to allow the ▇▇▇▇▇▇ Entities to own eighty percent (80%) of each class of outstanding Nonvoting Stock. The Nonvoting Stock Option shall be assignable, in whole or in part and from time to time, by ▇▇▇▇▇▇ to any ▇▇▇▇▇▇ Entity. The exercise price for the shares of Nonvoting Stock purchased pursuant to the Nonvoting Stock Option shall be the price at which such Nonvoting Stock is then being sold to third parties, or, if no Nonvoting Stock is being sold, the fair market value thereof as determined in good faith by the Portfolio Board of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) aboveDirectors of ▇▇▇▇▇▇▇; provided, 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) however, that the exercise price per share; (v) shall be at least equal to the total amount to be paid by the Portfolio upon such exercise; and (vi) the name aggregate par value of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon receipt shares 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 agreementNonvoting Stock purchased thereby.
(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:
Appears in 3 contracts
Sources: Corporate Agreement (Mueller Water Products, Inc.), Corporate Agreement (Walter Industries Inc /New/), Corporate Agreement (Mueller Water Products, Inc.)
Options. (a) Each of the Stockholders hereby grants to Sub an irrevocable option (each, a "Purchase Option" and collectively, the "Purchase Options") to purchase the number of Shares set forth opposite such Stockholder's name on Schedule I hereto together with all of the Shares (including any additional Shares that may be issuable as a result of a "change of control") Beneficially Owned by such Stockholder as a result of the Stockholder's exercise of the Options by set forth opposite such Stockholder's name on Schedule II hereto (collectively, with the Shares described on Schedule I, the "Option Shares") at a Portfolio Upon purchase price per share equal to the purchase by a Portfolio Purchase Price. Subject to the last sentence of any Option (as defined belowthis Section 3(a), each Purchase Option is currently exercisable in whole but not in part, and shall remain exercisable in whole but not in part until 5:00 p.m. (Dallas, Texas time) on the Fund on behalf of date which is 120 days after a Termination Event (the Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer of the Fund (a "CertificateOption Period") specifying with respect to each such Option), so long as: (i) whether all waiting periods under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase by Sub of the Option is a put Shares upon such exercise shall have expired or call Option; been waived, and (ii) there shall not be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the name exercise of the issuer Purchase Options pursuant to this Agreement. The Option Period shall be extended for the time period that any such preliminary injunction or order shall be in effect that otherwise prohibits the exercise of a Purchase Option. To exercise the securities subject Purchase Options, Sub shall send a written notice (the "Notice") to the Option Stockholders identifying the place and the title and number of such securities; date (iii) the expiration date: (iv) the exercise price; (v) not less than one nor more than 20 business days from the date of purchase and settlement; the Notice) for the closing of such purchase. The Sub shall not exercise the Purchase Options prior to the occurrence of a Termination Event.
(vib) 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 the Notice to the extent not previously exercised, contemporaneously with the closing of the purchase of the Option held Shares, each Stockholder shall exercise in full the Options set forth opposite such Stockholder's name on Schedule II hereto. Subject to Section 2(d), for convenience purposes, in connection with such exercise of the Options, each Stockholder hereby gives the Company irrevocable notice of the exercise of his Options effective contemporaneously with the closing of the purchase of the Option Shares pursuant to the Purchase Option and the Company hereby acknowledges the effectiveness of such exercise. Each Stockholder also hereby irrevocably instructs the Company to issue (and the Company hereby agrees to issue) the Shares issuable upon such exercise in the name of Sub or its permitted assignee (and Sub or its permitted assignee shall be deemed the record owner thereof as of the date of such exercise so long as Sub or its permitted assignee timely tenders payment of the Purchase Price as provided herein) and Sub hereby agrees, on behalf of each Stockholder, to pay directly to the Company (by means of wire transfer or official bank check) such Clearing Agent for amount as may be necessary to fund the account payment of Custodian as custodian for the Portfolio, Custodian shall pay the premium exercise price (without regard to any applicable withholding taxes) due and payable to the Clearing Agent through whom Company as a result of such exercise (with the purchase was made; provided, that such premium conforms aggregate amount of the Purchase Price due and payable to each Stockholder (or his designee) being reduced by the total premium payable as set forth in such Certificate.
(b) Sale of Options by a Portfolio Upon the sale amount of any Option purchased such payment made by a Portfolio in accordance with subsection (a) above, the Fund Sub on behalf of such Stockholder and with the Portfolio shall promptly deliver remaining amount of the Purchase Price otherwise due and payable to Custodian a Certificate specifying with respect each Stockholder being paid directly to such sale: Stockholder, as may be requested by the Company, net of any applicable withholding taxes required to be paid to the Company, by means of wire transfer or official bank check). Such payments to the Company (iincluding such requested withholding taxes) and the type of Option (put or call); (ii) Stockholders shall be made contemporaneously with the name exercise of the issuer of the securities subject to the Option Purchase Options 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 Shares thereunder, provided, that as to any Stockholder subject to Section 16(a) of the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect Exchange Act, payment to such Option against payment to Custodian Stockholder of any portion of the total amount payable Purchase Price will be deferred (if necessary to avoid Section 16(b) liability) until the Portfolio; provided that first date such payment can be made without liability to such Stockholder under Section 16(b) of the same conforms to the total amount payable Exchange Act, but shall be paid as set forth in such Certificatesoon as practicable thereafter.
(c) Upon In the exercise by event that Sub has purchased the Portfolio Option Shares pursuant to the Purchase Options, and, within one year after the date of such purchase, the Sub or any affiliate thereof sells, transfers, exchanges or disposes of any Call of the Option Shares in a transaction with a non-affiliate of Sub (as defined belowa "Disposition") then, within two business days after the closing of such Disposition, Sub shall tender and pay to each Stockholder, in immediately available funds, their respective pro-rata share (calculated based on the respective amount of the Option Shares purchased by the Portfolio from each Stockholder pursuant to subsection (athe Purchase Options) above, the Fund on behalf of 25% of the Portfolio Net Profit realized by Sub in connection with such Disposition. As used in this Section 3(c), Net Profit shall promptly deliver mean an amount equal to Custodian a Certificate specifying with respect to such Call Option: (i) the name excess, if any, of the issuer of the securities subject to such Call Option and the title and number of such securities; gross amount realized by Sub from a Disposition over (ii) the expiration date; (iii) aggregate Purchase Price paid with respect to the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount Option Shares subject to be paid such Disposition, with such excess being reduced by the Portfolio upon sum of (A) all reasonable out-of-pocket fees, costs and expenses incurred by Sub and its affiliates in connection with such exercise; Disposition, (including, without limitation, all fees, costs and (viexpenses of counsel) the name which in no event shall exceed 1% 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 CertificateNet Profit, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreementall customary brokerage fees and commissions, if any, incurred in connection with such Disposition.
(d) Upon In the exercise by event that within the Option Period a Portfolio Stockholder sells, transfers, exchanges, cancels or disposes of any Put of his Option Shares or Options in connection with or as a result of an Acquisition Proposal (as defined belowan "Alternative Disposition") purchased by the Portfolio other than pursuant to subsection (a) hereofSection 2 then, within two business days after the Fund on behalf closing of such Alternative Disposition, such Stockholder shall tender and pay to Sub, in immediately available funds, its pro-rata share of 75% of the Portfolio Net Profit realized by such Stockholder in connection with such Alternative Disposition. As used in this Section 3(d), Net Profit shall deliver mean (i) in the case of outstanding Option Shares, an amount equal to Custodian a Certificate specifying the excess, if any, of (A) the gross amount realized by such Stockholder from an Alternative Disposition of outstanding Option Shares, over (B) the product of (x) the number of such Option Shares subject to such Alternative Disposition, multiplied by (y) the Purchase Price and (ii) in the case of Options, an amount equal to the excess, if any, of (A) the product of (x) the gross underlying per Share price otherwise paid in the Alternative Disposition and used in calculating the amount so realized by such Stockholder with respect to such Put Option: Options in connection with such Alternative Disposition, multiplied by (iy) the name number of the issuer of the securities Option Shares subject to such Put Option and Options, over (B) the title and product of (x) the 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 Shares subject to such Put Option; provided that Options, multiplied by (y) the same conforms to Purchase Price, with the amount payable to aggregate of such excesses being reduced by the Portfolio as set forth sum of (1) all reasonable out-of-pocket fees, costs and expenses incurred by such Stockholder in connection with such CertificateAlternative Disposition, (including, without limitation, all fees, costs and expenses of counsel, but excluding any withholding taxes) which in no event shall exceed 1% of such Net Profit, and (B2) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to Section 16 of this agreementall customary brokerage fees and commissions, if any, incurred in connection with such Alternative Disposition.
(e) Whenever As may be requested by Sub subsequent to a Portfolio writes a Covered Call Option (as defined below) with respect Termination Event but prior to securities held by Custodian hereunder, the Fund on behalf expiration of the Portfolio Option Period each Stockholder shall promptly deliver tender his Shares as set forth on Schedule I hereto pursuant to Custodian any tender offer being made (at a Certificate specifying per Share price greater than the Purchase Price) in connection 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 receiptsan Acquisition Proposal.
(f) Whenever Covered Call Option written by a Portfolio and described The Purchase Options shall terminate in full upon the preceding subsection consummation of the transactions (e) is exercisedincluding, the Fund on behalf tendering 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 all payments to be delivered; and (iiimade thereunder) 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 Certificatecontemplated by Section 2.
(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:
Appears in 3 contracts
Sources: Stockholders Agreement (Nortek Inc), Stockholders Agreement (Ply Gem Industries Inc), Stockholders Agreement (Snyder Dana R)
Options. (a) Purchase At the Effective Time, each outstanding option to purchase shares of Options by FWB Common Stock under the FWB Stock Plans (each, a Portfolio Upon the purchase by a Portfolio of any Option (as defined below"FWB Stock Option"), whether vested or unvested, shall be converted into an option to acquire, on the Fund on behalf same terms and conditions as were applicable under such FWB Stock Option, the number of the Portfolio shall promptly deliver shares of SFG Common Stock equal 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 number of shares of FWB Common Stock subject to the FWB Stock Option; , multiplied by (ii) the name Exchange Ratio (such product rounded to the nearest whole number) (a "Replacement Option"), at an exercise price per share (rounded to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of FWB Common Stock which were purchasable pursuant to such FWB Stock Option divided by (z) the number of full shares of SFG Common Stock subject to such Replacement Option in accordance with the foregoing. Notwithstanding the foregoing, each FWB Stock Option which is intended to be an "incentive stock option" (as defined in Section 422 of the issuer Code) shall be adjusted in accordance with the requirements of Section 424 of the securities subject Code. At or prior to the Option and Effective Time, FWB shall use its best efforts, including using its best efforts to obtain any necessary consents from optionees, with respect to the title and number of such securities; (iii) FWB Stock Plans to permit 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 replacement of the registered broker-dealer who is acting as outstanding FWB Stock Options by SFG pursuant to this Section and to permit SFG to assume the clearing agent (FWB Stock Plans. FWB shall further take all action necessary to amend the "Clearing Agent")FWB Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. Upon receipt of a Clearing Agent's confirmation of At the purchase of Effective Time, SFG shall assume 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 madeFWB Stock Plans; provided, that such premium conforms assumption shall be only in respect of the Replacement Options and that SFG shall have no obligation with respect to any awards under the total premium payable as set forth in FWB Stock Plans other than the Replacement Options and shall have no obligation to make any additional grants or awards under such Certificateassumed FWB Stock Plans.
(b) Sale of Options by a Portfolio Upon At all times after the sale of any Option purchased by a Portfolio in accordance with subsection (a) aboveEffective Time, the Fund on behalf of the Portfolio SFG shall promptly deliver to Custodian a Certificate specifying with respect to reserve for issuance 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 shares of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable SFG Common Stock as necessary so as 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 permit the exercise of the Put Option (A) deliver or cause Replacement Options in the Securities Depository or Book Entry Account manner contemplated by this Agreement and the instruments pursuant to deliver, out which the corresponding FWB Stock Options were granted. SFG shall make all filings required under federal and state securities laws no later than the Effective Time so as to permit the exercise of such options and the sale 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 shares received by the Portfolio; (v) optionee upon such exercise at and after the date Effective Time and SFG shall continue to make 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 filings thereafter as may be required by such receipts.
(f) Whenever Covered Call Option written by a Portfolio necessary to permit the continued exercise of options 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 subsequent sale 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 Certificateshares.
(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:
Appears in 3 contracts
Sources: Merger Agreement (Sky Financial Group Inc), Merger Agreement (First Western Bancorp Inc), Merger Agreement (First Western Bancorp Inc)
Options. (a) Purchase Blockbuster hereby grants to Viacom International, on the terms and conditions set forth herein, a continuing right (the "BLOCKBUSTER CLASS B COMMON STOCK OPTION") to purchase from Blockbuster, at the times set forth herein, such number of Options by a Portfolio Upon shares of Blockbuster Class B Common Stock as is necessary to allow the purchase by a Portfolio Viacom International to maintain the Ownership Percentage. The exercise price for the shares of any Blockbuster Class B Common Stock purchased pursuant to the Blockbuster Class B Common Stock Option (as defined below), shall be the Fund on behalf Market Price of the Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer Blockbuster Class A Common Stock as 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 first delivery of notice of exercise 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 Blockbuster Class B Common Stock Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable Viacom International 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 CertificateBlockbuster.
(b) Sale The provisions of Options Section 7.01(a) hereof notwithstanding, the Blockbuster Class B Common Stock Option granted pursuant to Section 7.01(a) shall not apply and shall not be exercisable in connection with the issuance by a Portfolio Upon the sale Blockbuster of any Option purchased shares of Blockbuster Common Stock pursuant to any stock option or other executive or employee benefit or compensation plan maintained by a Portfolio in accordance with subsection (a) aboveBlockbuster, so long as, from and after 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 date hereof and prior to the Option issuance of such shares, Blockbuster or Viacom International has repurchased from shareholders and the title and Blockbuster has not subsequently reissued a number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable shares equal or greater to the Portfolio upon number of shares to be issued in any 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 Certificateissuance.
(c) Upon Blockbuster hereby grants to Viacom International, on 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 terms 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 conditions set forth in such Certificateherein, and a continuing right (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"NONVOTING STOCK OPTION" and, 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 together 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 Blockbuster Class B Common Stock Option, the Fund on behalf "OPTIONS") to purchase from Blockbuster, at the times set forth herein, such number of shares of Nonvoting Stock as is necessary to allow the Portfolio shall promptly deliver Viacom International to Custodian a Certificate specifying with respect own 80 percent of each class of outstanding Nonvoting Stock. The exercise price for the shares of Nonvoting Stock purchased pursuant to the Nonvoting Stock Option shall be the price at which such Nonvoting Stock is then being purchased: (i) that the transaction sold to third parties, or, if no Nonvoting Stock 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 removesold, the previously imposed restriction on the securities underlying the Covered Call Option, and (B) delete such Option from statements delivered to the Fund fair market value thereof as determined in good faith by Custodian pursuant to Section 16 of this agreementan independent investment advisor.
(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:
Appears in 3 contracts
Sources: Initial Public Offering and Split Off Agreement (Blockbuster Inc), Initial Public Offering and Split Off Agreement (Blockbuster Inc), Initial Public Offering and Split Off Agreement (Blockbuster Inc)
Options. The Parties acknowledge and agree that one hundred eighty three thousand three hundred thirty-three (a183,333) Purchase shares of Options by a Portfolio Upon the purchase by a Portfolio of any Common Stock subject to Option (1 have vested as defined below), the Fund on behalf of the Portfolio shall promptly deliver Resignation Date, zero (0) shares of Common Stock subject to Option 2 have vested as of the Resignation Date, and zero (0) shares of Common Stock subject to Option 3 have vested as of the Resignation Date. The Parties hereby agree that no further shares will vest under the Options from and after the Resignation Date. The vested portion of Option 1 will remain outstanding following the Resignation Date and will continue to be subject to the Custodian a certificate signed by an appropriate officer terms and conditions of the Fund (a "Certificate") specifying Plan and the applicable Option Agreement. Option 2 and Option 3 will cease to exist and be cancelled and Employee will have no further rights with respect to each such Option: (i) whether the Option is a put or call Option; (ii) the name 2 and Option 3. The portion of Option 1 that has not vested as of the issuer of the securities subject Resignation Date will cease to the Option exist and the title be cancelled 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 Employee will have no further rights with respect to such sale: (i) the type unvested portion of Option (put or call); (ii) the name 1. Employee will continue to be a Service Provider for purposes of the issuer Plan and the Option Agreements, pursuant to the Consulting Agreement. The Company shall provide written notice to Employee not more than five (5) business days after Employee ceases to be a Service Provider for purposes of the securities subject Plan and Option Agreements; provided, however, that the Company shall have no obligation to the Option and the title and number of provide such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable notice when Employee ceases to the Portfolio upon such sale; and (vii) the name be a Service Provider for purposes of the Clearing Agent through whom Plan and Option Agreements because the sale was madeConsulting Agreement expires by its own terms. Custodian shall consent to the delivery Employee acknowledges that if any of the Option sold by Options have been classified as “incentive stock options” within the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian meaning of Section 422 of the total amount payable to Internal Revenue Code of 1986, as amended, such Options will convert into nonstatutory stock options three (3) months and one (1) day after the Portfolio; provided Resignation Date. Furthermore, Employee acknowledges that in the same conforms to event the total amount payable Options are classified 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 nonstatutory stock options 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 Options 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 income recognized upon such exercise will be considered wages that must be reported on behalf of Employee’s W-2 and applicable tax withholding will be required. Employee agrees that the Portfolio shall promptly deliver Company may refuse to Custodian a Certificate instructing Custodian to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to process any 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 exercise until Employee has made arrangements satisfactory to the Portfolio upon Company to satisfy any 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 Certificatewithholding obligations.
(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:
Appears in 3 contracts
Sources: Separation Agreement (Monolithic Power Systems Inc), Separation Agreement and Release (Monolithic Power Systems Inc), Separation Agreement (Monolithic Power Systems Inc)
Options. (a) Purchase of Options by a Portfolio Upon Except as may be otherwise agreed in writing between the purchase by a Portfolio Company and any holder of any Option (as defined belowhereinafter defined), upon the consummation of the Merger, each option to acquire Company Common Stock outstanding immediately prior to the Effective Time under the Company's 1994 Executive Incentive Plan, as amended (the "Executive Incentive Plan"), the Fund on behalf Company's 1997 Stock Incentive Plan, as amended, the Company's 1994 Executive Performance Stock Award Plan, as amended (the "Executive Performance Plan"), the Company's 1987 Non-Qualified Stock Option Plan, as amended and the Company's Stock Option Plan for Non-Employee Directors, as amended (such plans referred to herein as the "Option Plans"), whether vested or unvested (each, an "Option," collectively, the "Options"), shall automatically become immediately vested and exercisable and each holder of an Option shall have the Portfolio shall promptly deliver right to receive from the Surviving Corporation a cash payment (less applicable federal, state and local withholding taxes) in an aggregate amount equal to the Custodian a certificate signed by an appropriate officer difference, if any, between the Price Per Share less the applicable exercise price per share of the Fund (a "Certificate") specifying with respect Company Common Stock applicable to each such Option: (i) whether the Option is a put or call Option; (ii) the name of the issuer of the securities for all Company Common Stock subject to the Option as expressly stated in the applicable Option Plan, stock option agreement or other agreement. Options with an exercise price equal to or greater than the Price Per Share will be cancelled without any consideration. The Company shall use its reasonable best efforts (including, without limitation, giving requisite notices to holders of Options advising them of such accelerated vesting and rights pursuant to this Section 1.10) to fully advise holders of Options of their rights under this Agreement and the title and number Options, to facilitate their timely exercise of such securities; (iii) rights and to effectuate the expiration date: (iv) provisions of this Section 1.10. From and after the exercise price; (v) the date Effective Time, other than as expressly set forth in this Section 1.10, no holder of purchase and settlement; (vi) the premium an Option shall have any other rights in respect thereof other than 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 receive payment 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 his or her Options as set forth in such Certificate.
(b) Sale of Options by a Portfolio Upon this Section 1.10, and the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf Company shall take all necessary actions to terminate effective as of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) Effective Time the type of Company's Option (put or call); (ii) the name of the issuer of the securities subject to the Option Plans, stock option agreements 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 Certificatesimilar arrangements.
(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:
Appears in 3 contracts
Sources: Merger Agreement (Mg Waldbaum Co), Merger Agreement (Mg Waldbaum Co), Merger Agreement (Michael Foods Inc /Mn)
Options. (a) Purchase At the Effective Time, each option granted by MECH to purchase shares of Options by a Portfolio Upon the MECH Common Stock which is outstanding and unexercised immediately prior thereto shall be converted automatically into an option to purchase by a Portfolio shares of any Option (Webster Common Stock in an amount and at an exercise price determined 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 provided below and otherwise subject to the terms of the Employee Stock Ownership Plan, the 1996 Mechanics Savings Bank Officer Stock Option Plan 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 1996 Mechanics Savings Bank Director Stock Option Plan (the "Clearing AgentMECH Stock Plans"). 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.;
(b1) Sale The number of Options by a Portfolio Upon the sale shares of any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver Webster Common Stock 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 be subject to the Option and option immediately after the title and Effective Time shall be equal to the product of the number of such securities; (iii) the date shares of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable MECH Common Stock subject to the Portfolio upon option immediately before the Effective Time, multiplied by the Exchange Ratio, provided that any fractional shares of Webster Common Stock resulting from such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian multiplication shall consent be rounded down 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 Portfolionearest whole share; provided that the same conforms to the total amount payable as set forth in such Certificate.and
(c2) Upon The exercise price per share of Webster Common Stock under the exercise by option immediately after the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant Effective Time shall be equal 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) share of MECH Common Stock under the total amount option immediately before the Effective Time divided by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent. The adjustment provided herein shall be and is intended to be paid by the Portfolio upon such exercise; and (vieffected in a manner which is consistent with Section 424(a) the name of the Clearing Agent through whom such Call Option was exercisedInternal Revenue Code of 1986, as amended (the "Code"). Custodian shall, upon receipt The duration and other terms of the securities underlying option immediately after 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 Effective Time shall be the same conforms as the corresponding terms in effect immediately before the Effective Time, except that all references to MECH or MS Bank in the total amount payable as set forth in such Certificate, and MECH Stock Plans (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 corresponding references in the option agreement documenting such securities; (iioption) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount shall be deemed to be paid references to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercisedWebster or ▇▇▇▇▇▇▇ Bank, as applicable. Custodian Nothing herein 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 be construed as preventing option holders from exercising the same conforms to before 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 Effective Time 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 receiptsterms thereof.
(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:
Appears in 2 contracts
Sources: Merger Agreement (Webster Financial Corp), Merger Agreement (Mech Financial Inc)
Options. (a) Purchase As of Options the Effective Time, all options to purchase Raptor Shares issued by a Portfolio Upon Raptor pursuant to its 1995 Stock Option and Grant Plan, as amended and restated (the purchase by a Portfolio of any "Raptor Stock Option (as defined belowPlan"), the Fund on behalf of the Portfolio shall promptly deliver or pursuant to the Custodian a certificate signed resolution of Raptor's Board of Directors or the Compensation Committee thereof ("Options"), whether vested, unvested or subject to repurchase by Raptor following such exercise, which are outstanding and not exercised immediately prior to the Effective Time, shall be exchanged for options for Axent Common Stock to be issued by Axent. Axent and Raptor shall enter into the Stock Option Exchange Agreement in the form attached hereto as EXHIBIT G. Immediately after the Effective Time, each Option outstanding immediately prior to the Effective Time shall be deemed to constitute an appropriate officer option to acquire, on the same terms and conditions as were applicable under such Option immediately prior to the Effective Time, such number of shares of Axent Common Stock as is equal to the Fund (a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (ii) the name number of the issuer of the securities Raptor Shares subject to the Option and the title and number unexercised portion of such securities; Option multiplied by the Exchange Ratio (iii) with any fraction resulting from such multiplication to be rounded down to the expiration date: (iv) next lower whole number). The exercise price per share of each such exchanged Option shall be equal to the exercise price; price of such Option immediately prior to the Effective Time, divided by the Exchange Ratio (v) the date with any fraction of purchase and settlement; (vi) the premium a cent resulting from such division to be paid by rounded up to the Portfolio; next higher whole cent). Except for any acceleration and termination, the term, exercisability (vii) the name including any acceleration of exercisability as a result of this transaction), vesting schedule, repurchase provisions, status as an "incentive stock option" under Section 422 of the registered broker-dealer who is acting Internal Revenue Code of 1986 (as the clearing agent (amended, the "Clearing AgentCode"). Upon receipt of a Clearing Agent's confirmation , if applicable, and all of the purchase other terms of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable Options in effect immediately prior to the Clearing Agent through whom Effective Time and after giving effect to any acceleration of vesting for such Options as a result of this transaction shall otherwise remain unchanged. Axent acknowledges that the purchase was made; provided, that such premium conforms unvested Options are subject to automatic acceleration of vesting pursuant to the total premium payable terms of the Raptor Stock Option Plan and related agreements as set forth in such Certificatea result of the consummation of this transaction.
(b) Sale As soon as practicable after the Effective Time, Axent or the Surviving Corporation shall deliver to the holders 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 appropriate notices setting forth such holders' rights pursuant to such sale: Options, as amended by this Section 1.9, and the agreements evidencing such Options shall continue in effect on the same terms and conditions (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option amendments provided for in this Section 1.9 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 Certificatenotice).
(c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant Axent shall take all corporate action necessary to subsection (a) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian reserve for issuance 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 sufficient number of such securities; (ii) the expiration date; (iii) the date shares of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid by the Portfolio Axent Common Stock for delivery 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 Options exchanged 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 agreement1.
(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:
Appears in 2 contracts
Sources: Merger Agreement (Axent Technologies Inc), Merger Agreement (Raptor Systems Inc)
Options. (a) Except as provided in paragraphs (b), (c) and (d) below with respect to the Company’s 1998 Employee Stock Purchase of Plan, as amended (the “Company ESPP”), the Cash-Out Options by a Portfolio Upon the purchase by a Portfolio of any Option (as defined belowin Section 1.8(d)) and certain options to purchase Common Stock at an exercise price greater than $0.82 per share, at 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 Effective Time, with respect to each such Option: then outstanding and unexercised option for Shares (ithe “Company Options”) whether granted under the Company’s 1987 Stock Option is Plan, 1997 Stock Option Plan and 1994 Consultant Plan (collectively, the “Company Option Plans”) or otherwise, Purchaser shall cause each holder of a put or call Option; (ii) the name Company Option to receive, by virtue of the issuer Merger and without any action on the part of the securities subject holder thereof, options (“Purchaser Replacement Options”) exercisable for shares of common stock, par value $.01 per share, of Purchaser (“Purchaser Stock”) having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant 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 plans 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 arrangements pursuant to subsection (awhich such Company Options were granted) 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) except that the exercise price per share; (v) and the total amount to number of shares issuable upon exercise shall be paid divided and multiplied, respectively, by the Portfolio upon such exercise; Conversion Fraction, and (vi) rounded to the name nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 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 Code prior to the Clearing Agent through whom Effective Time continue to so qualify after the Call Option was exercised; provided that the same conforms Effective Time. Purchaser shall take all corporate action necessary 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 reserve for issuance 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 sufficient number of such securities; (ii) the expiration date; (iii) the date shares 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 Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Put Option (A) deliver or cause Effective Time. Promptly after the Securities Depository or Book Entry Account to deliverEffective Time, 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 Purchaser 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 file or cause to be delivered, filed all registration statements on Form S-8 or other appropriate form as may be necessary 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 connection with the customs prevailing among brokers in Covered Call Optionspurchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall impose, or direct maintain the Securities Depository or Book Entry Account to impose, upon effectiveness of such registration statements (and maintain 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 current status of the Portfolio prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall promptly deliver qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser’s Board of Directors shall take all actions necessary on the part of Purchaser to Custodian a Certificate instructing Custodian enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to deliver, or to direct the Securities Depository or Book Entry Account to deliver, the securities Purchaser Replacement Options by persons subject to such Covered Call Option and specifying: (ithe reporting requirements of Section 16(a) the name of the issuer Exchange Act to be exempt from the application of Section 16(b) 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 Exchange Act, to the Portfolio upon such deliveryextent permitted thereunder. 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 14Agreement, the following terms term “Conversion Fraction” shall have mean the meanings quotient determined by dividing (x) the Common Stock Offer Price by (y) the average closing prices of one (1) shares of the Purchaser Stock on The Nasdaq National Market (as set forth below:reported in the Wall Street Journal or, if not reported therein, any other authoritative source) for the five (5) trading days ending two (2) days prior to the Effective Time.
Appears in 2 contracts
Sources: Merger Agreement (Safenet Inc), Merger Agreement (Safenet Inc)
Options. (a) Purchase At the Effective Time, each option granted by Witco to purchase shares of Options by Witco Common Stock that is outstanding and unexercised immediately prior thereto shall cease to represent a Portfolio Upon right to acquire shares of Witco Common Stock and shall be converted automatically into an option to purchase shares of Newco Common Stock in an amount and at an exercise price determined as provided below (and otherwise subject to the purchase by a Portfolio of any Option (as defined below), the Fund on behalf terms of the Portfolio shall promptly deliver appropriate Witco Employee Benefit Plan pursuant to which such options have been issued (such plans collectively the Custodian a certificate signed by an appropriate officer of the Fund (a "CertificateWitco Stock Plans") specifying with respect to each such Option: and the agreements evidencing grants thereunder):
(i) whether The number of shares of Newco Common Stock to be subject to the Option is a put or call Optionnew option shall be equal to the product of the number of shares of Witco Common Stock subject to the original option and the Exchange Ratio, provided that any fractional shares of Newco Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and
(ii) The exercise price per share of Newco Common Stock under the name of the issuer of the securities subject new option shall be equal to the Option and exercise price per share of Witco Common Stock under 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 original option divided by the Portfolio; and Exchange Ratio, provided that such exercise price shall be rounded down to the nearest whole cent (vii) the name of the registered broker-dealer who is acting as the clearing agent (the so adjusted, a "Clearing AgentSubstitute Option"). 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 The adjustment provided herein with respect to such sale: any options that are "incentive stock options" (i) the type of Option (put or call); (ii) the name as defined in Section 422 of the issuer Code) shall be and is intended to be effected in a manner that is consistent with Section 424(a) of the securities subject to the Option Code. The duration 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 other terms of the Clearing Agent through whom the sale was made. Custodian new option 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 be the same conforms as the original option, except that all references to the total amount payable as set forth in such CertificateWitco shall be deemed to be references to Newco.
(c) Upon Within ten (10) days after the exercise by Effective Time, Newco shall register under the Portfolio Securities Act on Form S-8 or other appropriate form (and use its reasonable best efforts to maintain the effectiveness thereof) shares of any Call Option (as defined below) purchased by the Portfolio Newco Common Stock issuable 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 agreementall Substitute Options.
(d) Upon Effective at the exercise by a Portfolio of any Put Effective Time, Newco shall assume each Substitute 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, plan 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 arrangement under which it was issued 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 Certificatestock option agreement by which it is evidenced.
(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:
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Crompton & Knowles Corp), Agreement and Plan of Reorganization (Witco Corp)
Options. (a) Purchase of Options by a Portfolio Upon Firstar shall take action to amend the purchase by a Portfolio of any Option Firstar Stock Plans (as defined below)herein) so that, at the Fund on behalf Effective Time, each option granted by Firstar to purchase shares of the Portfolio Firstar Common Stock which is outstanding and unexercised immediately prior thereto shall promptly deliver cease to the Custodian represent a certificate signed by right to acquire shares of Firstar Common Stock and shall be converted automatically into an appropriate officer option to purchase shares of the Fund Foxtrot (a "Certificate"DE) specifying with respect to each such Option: Common Stock in an amount and at an exercise price determined as follows (i) whether the Option is a put or call Option; (ii) the name of the issuer of the securities and otherwise subject to the Option terms of the appropriate Firstar Benefit Plan (as defined herein) pursuant to which such options have been granted (such plans collectively the "Firstar Stock Plans") 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: agreements evidencing grants thereunder): (i) the type number of Option shares of Foxtrot (put or call); (iiDE) the name of the issuer of the securities Common Stock to be subject to the Option new option shall be equal to the product of the number of shares of Firstar Common Stock subject to the original option and the title and number Exchange Ratio, provided that any fractional shares of Foxtrot (DE) Common Stock resulting from such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable multiplication shall be rounded down to the Portfolio upon such sale; nearest whole share 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; share of Foxtrot (vDE) Common Stock under the total amount new option shall be equal 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) share of Firstar Common Stock under the total amount to original option divided by the Exchange Ratio, provided that such exercise price shall be paid rounded down to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercisednearest whole cent. 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 The adjustment provided herein with respect to deliver, out of the account of the Portfolio to any options 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 are "incentive stock options" (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf in Section 422 of the Portfolio Internal Revenue Code of 1986, as amended (the "Code")) shall promptly deliver be and is intended to Custodian be effected in a Certificate specifying manner which is consistent with respect to such Covered Call Option: (iSection 424(a) the name of the issuer Code. The duration and other terms of the securities subject new option shall be the same as the original option except that all references to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium Firstar shall be deemed to be received by the Portfolio; references to Foxtrot (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 receiptsDE).
(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:
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Firstar Corp /Wi/), Agreement and Plan of Reorganization (Star Banc Corp /Oh/)
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 Prior to the Pre-Merger Special Dividend Time, the Valeant Board (or, if appropriate, any committee thereof) shall adopt such resolutions or take such other actions (including using reasonable efforts to obtain any required consents) to adjust the terms of all outstanding Valeant Stock Options to provide that, at the Pre-Merger Special Dividend Time and prior to the Effective Time, each Valeant Stock Option is outstanding immediately prior to the Pre-Merger Special Dividend Time shall be converted into an option to acquire, on the same terms and conditions as were applicable under such Valeant Stock Option immediately prior to the Pre-Merger Special Dividend Time, a put or call Option; (ii) number of shares of Valeant Common Stock, rounded down to the name nearest whole share, determined by multiplying the number of the issuer shares of the securities Valeant Common Stock subject to such Valeant Stock Option immediately prior to the Option and Pre-Merger Special Dividend Time by the title and number Pre-Merger Special Dividend Adjustment Ratio, at a per share exercise price, rounded up to the nearest whole cent, determined by dividing the per share exercise price of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid Valeant Stock Option by the Portfolio; and (vii) the name of the registered brokerPre-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 madeMerger Special Dividend Adjustment Ratio; 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) abovehowever, 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 adjustments provided 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 this 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 below6.04(a)(i) with respect to securities held by Custodian hereunderany Valeant Stock Options, whether or not they are “incentive stock options” as defined in Section 422 of the Code, are intended to be effected in a manner that is consistent with Section 424(a) of the Code and Section 409A of the Code.
(ii) Prior to the Effective Time, the Fund Valeant Board (or, if appropriate, any committee thereof) shall adopt such resolutions or take such other actions (including using reasonable efforts to obtain any required consents) to adjust the terms of all outstanding Valeant Stock Options to provide that, at the Effective Time, each Valeant Stock Option outstanding immediately prior to the Effective Time shall be converted into an option to acquire, on behalf the same terms and conditions as were applicable under such Valeant Stock Option following the Pre-Merger Special Dividend Time and immediately prior to the Effective Time, a number of shares of Biovail Common Stock, rounded down to the Portfolio shall promptly deliver nearest whole share, determined by multiplying the number of shares of Valeant Common Stock subject to Custodian such Valeant Stock Option following the Pre-Merger Special Dividend Time and immediately prior to the Effective Time by the Equity Award Exchange Ratio, at a Certificate specifying per share exercise price, rounded up to the nearest whole cent, determined by dividing the per share exercise price of such Valeant Stock Option by the Equity Award Exchange Ratio; provided, however, that the adjustments provided in this Section 6.04(a)(ii) with respect to such Covered Call Option: (i) the name any Valeant Stock Options, whether or not they are “incentive stock options” as defined in Section 422 of the issuer Code, are intended to be effected in a manner that is consistent with Section 424(a) of the securities subject to such Covered Call Option Code 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 Section 409A 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 receiptsCode.
(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:
Appears in 2 contracts
Sources: Merger Agreement (BIOVAIL Corp), Merger Agreement (Valeant Pharmaceuticals International)
Options. (a) Purchase of Options by a Portfolio Upon At the purchase by a Portfolio of any Option (as defined below)Effective Time, 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 other than with respect to any option to purchase shares of Company Common Stock granted pursuant to the ESPP, the treatment of which is addressed separately in Section 1.05(c) below, each such outstanding Company Stock Option, whether or not then exercisable or vested, shall become fully vested and be cancelled in exchange for the right to receive, as soon as reasonably practicable after the Effective Time (but in any event no later than the earliest of: (i) whether three Business Days after the Option is a put or call Option; Effective Time, (ii) the name end of the issuer of year in which the securities subject to the Option and the title and number of such securities; Effective Time occurs, or (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 original term of such Company Stock Option outstanding 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 PortfolioEffective Time), Custodian shall pay the premium payable an amount in cash equal 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.
product of (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; (viA) the total amount payable to the Portfolio upon such sale; and (vii) the name number of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery shares 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 Company Common Stock subject to such Call Company Stock Option and immediately prior to the title and number of such securities; Effective Time, multiplied by (iiB) the expiration date; excess, if any, of (iiix) the date sum of exercise and settlement; the product of the Stock Consideration multiplied by the volume-weighted average price, rounded to the nearest one-tenth of a cent, of Parent Common Stock as reported by the NYSE for the five trading days immediately preceding the Closing Date plus the Cash Consideration over (ivy) the exercise price per share; (v) the total amount share of Company Common Stock subject to such Company Stock Option, without interest and less any applicable taxes required to be paid by withheld with respect to such payment. As used herein, the Portfolio upon such exercise; and (vi) the name term “Company Stock Option” shall mean any outstanding option to purchase shares of Company Common Stock granted under any Stock Plan or otherwise. As of the Clearing Agent through whom such Call Effective Time, each Company Stock Option was exercised. Custodian shall, upon receipt for which the exercise price per share of Company Common Stock exceeds the Merger Consideration (based on a valuation 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 Stock Consideration as set forth in such Certificateclause (x) of Section 1.05(b)) shall be canceled and have no further effect, with no right to receive any consideration therefor. As of the Effective Time, all other Company Stock Options shall no longer be outstanding and (B) delete shall automatically cease to exist and shall become only the exercised Call Option from right to receive the statements delivered to option consideration described in this Section 1.05(b), and, without limiting 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) hereofforegoing, the Fund on behalf of Company Board or the Portfolio appropriate committee thereof shall deliver take all necessary action to Custodian a Certificate specifying with respect to effect 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 agreementcancellation.
(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:
Appears in 2 contracts
Sources: Merger Agreement (Rehabcare Group Inc), Merger Agreement (Kindred Healthcare, Inc)
Options. At the Effective Time, options under the Company's Amended and Restated 1994 Stock Option Plan (athe "Assumed Stock Option Plan") Purchase of Options by to purchase Shares (each, a Portfolio Upon the purchase by a Portfolio of any Option (as defined below"Company Option"), which are then outstanding and unexercised, shall cease to represent a right to acquire Shares and shall be converted automatically into options to purchase shares of common stock, par value $.001 per share, of Parent ("Parent Common Stock"), and Parent shall assume each such Company Option subject to the Fund on behalf terms of the Portfolio shall promptly deliver to Assumed Stock Option Plan, in each case as heretofore amended or restated, as the Custodian a certificate signed by an appropriate officer of case may be, and the Fund (a "Certificate") specifying with respect to each such Option: agreements evidencing grants thereunder; provided, however, that from and after the Effective Time, (i) whether the number of shares of Parent Common Stock purchasable upon exercise of such Company Option is a put or call Option; shall be equal to the number of Shares that were purchasable under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (as hereinafter defined), and rounding to the nearest whole share, and (ii) the name per share exercise price under each such Company Option shall be adjusted by dividing the per share exercise price of each such Company Option by the Exchange Ratio, and rounding down to the nearest cent. The terms of each Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction with respect to Parent Common Stock on or subsequent to the Effective Date. Notwithstanding the foregoing, each Company Option which is intended to be an "incentive stock option": (as defined in Section 422 of the issuer Internal Revenue Code 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 1986, as the clearing agent amended, (the "Clearing AgentCode"). 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 adjusted 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 requirements of Section 424 of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliverCode. Accordingly, 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 any incentive stock options, fractional shares shall be rounded down to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name nearest whole number of the issuer of the securities subject to such Option shares and the title and number of such securities; (iii) the per share exercise price; (iv) the premium to price shall 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 rounded down 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 agreementnearest cent. The Exchange Ratio is 0.197656. ARTICLE III CERTIFICATE OF INCORPORATION AND BY-LAWS OF THE SURVIVING CORPORATION; OFFICERS AND DIRECTORS OF THE SURVIVING CORPORATION 3.1.
(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:
Appears in 2 contracts
Sources: Merger Agreement (Intel Corp), Merger Agreement (Chips & Technologies Inc)
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 Subject to the Custodian a certificate signed by an appropriate officer following and the provisions of section "4.8" hereinbelow, it is hereby acknowledged and agreed that the Fund (a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put Executive will be granted, or call Option; (ii) the name of the issuer of the securities will have already been granted, subject to the rules and policies of the Regulatory Authorities and applicable securities legislation, the terms and conditions of the Company's existing stock incentive plans (collectively, the "Option Plan") and the title final determination of the Board of Directors, acting reasonably, an incentive stock option or options (each being an "Option") for the collective purchase of up to an aggregate of not less than 365,000 common shares of the Company (each an "Option Share"), at an exercise price of not more than U.S. $0.33 per Option Share and number exercisable for a period of such securities; (iii) the expiration date: (iv) the exercise price; (v) not less than ten years from the date of purchase grant; and settlementsuch further number of Options to acquire an equivalent number of Option Shares of the Company as the Board of Directors may determine, in its sole and absolute discretion; (vi) and which Option or Options will be exercisable for such periods and at such exercise price or prices per Option Share as the premium Board of Directors may also determine, in its sole and absolute discretion, from time to be paid time after the Effective Date hereof. It is hereby acknowledged that the initial Options granted under this Agreement were negotiated as between the Parties hereto in the context of the stage of development of the Company existing as at the Effective Date of this Agreement. Correspondingly, it is hereby acknowledged and agreed that the number of Options granted by the PortfolioCompany to the Executive hereunder shall be reviewed and renegotiated at the request of either Party on a reasonably consistent basis during the continuance of this Agreement and, in the event that the Parties cannot agree, then the number of Options shall be increased on an annual basis by the percentage which is the average percentage of all increases to management stock options within the Company during the previous 12-month period; and (vii) in each case on similar and reasonable exercise terms and conditions. Any dispute respecting either the name effectiveness or magnitude 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 final number and terms hereunder shall be determined 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 arbitration 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 CertificateArticle "9" hereinbelow.
(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:
Appears in 2 contracts
Sources: Executive Services Agreement (Uranium Energy Corp), Executive Services Agreement (Uranium Energy Corp)
Options. (a) Purchase On or within sixty (60) days following your Start Date you shall be granted a stock option (the “Option”) to purchase 279,000 shares of Options Allogene’s common stock, par value $0.001 per share (the “Common Stock”) (the “Option Shares”) pursuant to the Company’s 2017 Equity Incentive Plan (the “Plan”). Such grant shall be evidenced by a Portfolio Upon an option agreement (the purchase “Option Agreement”) to be entered into by a Portfolio of any and between you and the Company. The exercise price per Option (as defined below), Share will be equal to the Fund on behalf fair market value per share of the Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer Company’s Common Stock as of the Fund (date that such Option is granted. The Option shall have a "Certificate") specifying with respect to each such Option10-year term and shall vest and become exercisable as follows: (i) whether 25% upon the Option is a put or call Optionfirst anniversary of your Start Date (the “Initial Vesting Date”); and thereafter (ii) the name remaining unvested Options Shares shall vest in 36 substantially equal monthly installments as of the issuer last calendar day of each month following 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 CertificateInitial Vesting Date.
(b) Sale All Options shall be immediately exercisable with respect to one hundred percent (100%) of Options by a Portfolio Upon the sale Option Shares in exchange for restricted shares of any Option purchased by a Portfolio Common Stock of the Company (the “Restricted Shares”); provided, however, that the Restricted Shares will be subject to vesting in accordance with subsection (a) the schedule described above. Upon termination of your employment, the Fund on behalf Company shall have the right to repurchase any Restricted Shares that have not vested as of the Portfolio shall promptly deliver to Custodian such termination (“Unvested Shares”) at 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 price equal to the exercise price per Option and Share (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“Repurchase Right”).
(c) Upon In the exercise event that your employment is terminated by the Portfolio of any Call Option Company without Cause (as defined below) purchased or by you for Good Reason (as defined below) at any time beginning on the Portfolio pursuant date that is 90 days prior to subsection the effective date of a Change of Control (aas defined in the Plan) aboveand ending on the date that is 12 months following the Change of Control, then (i) all unvested Restricted Stock and Option Shares shall immediately vest in full, and (ii) all Options will remain exercisable for a period of 90 calendar days following the Fund on behalf date of such termination, after which time the Portfolio Option shall promptly deliver expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to Custodian a Certificate specifying give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to such Call Option: (i) the name of the issuer of the securities any vested or unvested portion subject to such Call Option and the title and number of equity award before 90 days following 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 agreementtermination.
(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 belowAgreement:
Appears in 2 contracts
Sources: Employment Agreement, Employment Agreement (Allogene Therapeutics, Inc.)
Options. (a) Purchase At the Effective Time, each outstanding option (each, a "Century Option") to purchase shares of Options Century Common Stock under any and all plans of Century under which stock options have been granted and are outstanding (collectively, the "Century Stock Plans") shall vest pursuant to the terms thereof and shall be converted into an option (each, a "Replacement Option") to acquire, on the same terms and conditions as were applicable under such Century Stock Option (other than any requirement that an option be exercised within a specific time period after termination of employment or cessation of service as a non-employee director, which requirement shall be waived or deleted from each option by a Portfolio Upon amendment thereto), the purchase number of shares of United Common Stock equal to (a) the number of shares of Century Common Stock subject to the Century Stock Option, multiplied by a Portfolio (b) 0.5894 (the "Option Exchange Ratio"). Such product shall be rounded to the nearest whole number. The exercise price per share (rounded to the nearest whole cent) of any each Replacement Option shall equal (y) the exercise price per share for the shares of Century Common Stock which were purchasable pursuant to such Century Stock Option divided by (z) the Option Exchange Ratio. Notwithstanding the foregoing, each Century Stock Option which is intended to be an "incentive stock option" (as defined below), the Fund on behalf in Section 422 of the Portfolio Code) shall promptly deliver be adjusted in accordance with the requirements of Section 424 of the Code. At or prior to the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying Effective Time, Century shall use its reasonable best efforts, including using its reasonable best efforts to obtain any necessary consents from optionees, with respect to each such Option: (i) whether the Option is a put or call Option; (ii) Century Stock Plans to permit the name replacement of the issuer of outstanding Century Stock Options by United pursuant to this Section and to permit United to assume the securities subject Century Stock Plans. Century shall further take all action necessary to amend the Option and Century Stock Plans to eliminate automatic grants or awards thereunder following the title and number of such securities; (iii) Effective Time. At the expiration date: (iv) Effective Time, United shall assume 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 madeCentury Stock Plans; provided, that such premium conforms assumption shall be only in respect of the Replacement Options and that United shall have no obligation with respect to any awards under the total premium payable as set forth in Century Stock Plans other than the Replacement Options and shall have no obligation to make any additional grants or awards under such Certificateassumed Century Stock Plans.
(b) Sale At all times after the Effective Time, United shall reserve for issuance such number of Options shares of United Common Stock as necessary so as to permit the exercise of options granted under the Century Stock Plans in the manner contemplated by a Portfolio Upon this Agreement and the instruments pursuant to which such options were granted. United shall make all filings required under federal and state securities laws no later than the Effective Time so as to permit the exercise of such options and 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 shares received by the Portfolio; (v) optionee upon such exercise at and after the date Effective Time and United shall continue to make 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 filings thereafter as may be required by such receipts.
(f) Whenever Covered Call Option written by a Portfolio necessary to permit the continued exercise of options 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 sale 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 Certificateshares.
(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:
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Century Bancshares Inc), Agreement and Plan of Reorganization (United Bankshares Inc/Wv)
Options. (a) Purchase As of Options the Effective Time, and as determined by a Portfolio Upon the purchase by a Portfolio LMC Board pursuant to its authority granted under the applicable stock incentive plan of any Option (as defined below)LMC, the Fund on behalf of the Portfolio following 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: occur:
(i) each outstanding LMC Option to purchase shares of Liberty Capital Stock, whether vested or unvested (each, an “Outstanding LMC Capital Option”), will be converted, automatically, into a Splitco Option to purchase the same number and series of shares of Splitco Capital Stock (a “Splitco Capital Option”) as the number and series of shares of Liberty Capital Stock subject to such Outstanding LMC Capital Option is a put or call Optionimmediately prior to the Effective Time; and
(ii) each outstanding LMC Option to purchase shares of Liberty Starz Stock, whether vested or unvested (each, an “Outstanding LMC Starz Option”), will be converted, automatically, into a Splitco Option to purchase the name same number and series of shares of Splitco Starz Stock (a “Splitco Starz Option”) as the number and series of shares of Liberty Starz Stock subject to such Outstanding LMC Starz Option immediately prior to the Effective Time. In addition, the per share exercise price of each Splitco Capital Option will be equal to the per share exercise price of the issuer corresponding Outstanding LMC Capital Option, and the per share exercise price of each Splitco Starz Option will be equal to the per share exercise price 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 madecorresponding Outstanding LMC Starz Option; 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 exercise price and number of such securities; (iii) shares subject to each Splitco Capital Option and Splitco Starz Option shall in any event be determined in a manner consistent with the date requirements 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 Section 409A of the Clearing Agent through whom the sale was madeCode. Custodian shall consent to the delivery All other terms of the Option sold by Splitco Capital Options and Splitco Starz Options (including the Clearing Agent which previously supplies vesting terms thereof) will, in all material respects, be the confirmation described in subsection (a) above with respect to such Option against payment to Custodian same as those of the total amount payable to the Portfolio; provided corresponding Outstanding LMC Capital Option and Outstanding LMC Starz Option, respectively, except that the same conforms Splitco Options will continue to vest so long as the total amount payable holder provides service (whether as set forth in such Certificate.
(can employee, non-employee director or consultant, as the case may be) Upon the exercise by the Portfolio to any of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) aboveLMC, 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 securitiesQualifying Subsidiary or their respective Subsidiaries; (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 shallprovided, 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, terms and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 conditions 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 Splitco Options shall in any event be determined in a manner consistent with Section 409A 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 agreementCode.
(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:
Appears in 2 contracts
Sources: Reorganization Agreement (Liberty Media Corp), Reorganization Agreement (Liberty Splitco, Inc.)
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 Subject to the Custodian a certificate signed by terms and conditions of this Agreement, ARIDIS hereby grants to GSK an appropriate officer of exclusive option (the Fund (a "Certificate"“Option”) specifying with respect to each such Option: obtain :
(i) whether an exclusive, worldwide, royalty bearing license, with the Option is a put or call Option; right to grant sublicenses, under ARIDIS Arising IP and ARIDIS’ s interest in the Joint Arising IP and
(ii) a non-exclusive, worldwide, royalty bearing license, with the name of right to grant sublicenses, under ARIDIS Background IP to research, have researched, develop, have developed, make, have made, use, have used, sell, have sold, offer for sale and import the issuer of Vaccine Products in 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 CertificateField.
(b) Sale of Options GSK may exercise the Option by a Portfolio Upon providing written notice to ARIDIS at any time during the sale of any Option purchased Collaboration Term (as may be extended under Section 3.3) and 6 (six) months after the acknowledgment by a Portfolio in accordance with subsection (a) above, the Fund on behalf JSC 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 completion of the issuer of Collaboration Program according to Section 2.1(d)(viii) (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 CertificatePeriod-).
(c) Upon GSK’s exercise of its Option rights under this Section 4.1 (a), the Parties shall negotiate the terms of the License Agreement in good faith within ninety (90) Business Days following notification by GSK of exercise of said Option rights, or for such additional time as may be mutually agreed by the Portfolio of any Call Option Parties (as defined below) purchased by the Portfolio pursuant to subsection (a) above, “Negotiation Period”). The License Agreement shall include 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 main terms that the same conforms to the total amount payable as are set forth in such Certificate, and (B) delete Exhibit C as well as other usual terms in a license agreement which terms shall be negotiated in good faith by the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreementParties.
(d) Upon Subject to Section 11.5, if as of the exercise by a Portfolio expiration of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereofTerm, the Fund on behalf of License Agreement is not executed between the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: Parties, then:
(i) Subject to any other provision in this Agreement providing one Party with exclusive rights after the name expiration of the issuer Term, each Party and its Affiliates shall have the right (as joint owner and without any requirement of gaining the securities subject consent of, or accounting to, the other Party) to such Put Option practice its interests in any Joint Arising IP and Joint Collaboration Patents in and outside the title and number Field but if a Party decides to grant a license to a Third Party under Joint Arising IP for use in the Field, it shall be required to share equally the revenues of such securitieslicense (to the extent relating to the license of Joint Arising IP) with the other Party and such license shall be non-exclusive only; and
(ii) For the expiration date; (iii) the date avoidance of exercise and settlement; (iv) the exercise price per share; (v) the total amount doubt, GSK shall have no obligation to be paid enter into discussions with ARIDIS regarding any license or other access 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 agreementGSK Intellectual Property.
(e) Whenever a Portfolio writes a Covered Call Notwithstanding anything to the contrary herein, if GSK exercises the Option (as defined below) with respect in the Field and the Parties execute the License Agreement then, each Party and its Affiliates shall thereafter have the right to securities held by Custodian hereunderpractice its interests in the Joint Collaboration Patents and, subject to confidentiality obligations, the Fund on behalf Joint Arising IP solely outside the Field as joint owner, without any requirement of gaining the Portfolio shall promptly deliver consent of, or accounting to, the other Party but not to Custodian a Certificate specifying with respect grant license 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 Third Parties 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 receiptsField.
(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:
Appears in 2 contracts
Sources: Collaboration and Option Agreement (Aridis Pharmaceuticals, Inc.), Collaboration and Option Agreement (Aridis Pharmaceuticals, Inc.)
Options. At the Effective Time, each outstanding option to purchase shares of Jefferson Common Stock under the Jefferson 1995 Long Term Incentive Stock Plan (each, a "Jefferson Stock Option"), whether vested or unvested, shall be converted into an option to acquire, on the same terms and conditions as were applicable under such Jefferson Stock Option, the number of shares of Wachovia Common Stock equal to (a) Purchase the number of Options shares of Jefferson Common Stock subject to the Jefferson Stock Option, multiplied by (b) the Exchange Ratio (such product rounded down to the nearest whole number) (a Portfolio Upon "Replacement Option"), at an exercise price per share (rounded up to the purchase nearest whole cent) equal to (y) the aggregate exercise price for the shares of Jefferson Common Stock which were purchasable pursuant to such Jefferson Stock Option divided by a Portfolio (z) the number of any full shares of Wachovia Common Stock subject to such Replacement Option in accordance with the foregoing. Notwithstanding the foregoing, each Jefferson Stock Option which is intended to be an "incentive stock option" (as defined below), the Fund on behalf in Section 422 of the Portfolio Code) shall promptly deliver be adjusted in accordance with the requirements of Section 424 of the Code. At or prior to the Custodian a certificate signed by an appropriate officer Effective Time, Jefferson shall take all action necessary including obtaining any necessary consents from Optionees, to permit the replacement of the Fund outstanding Jefferson Stock Options by Wachovia pursuant to this Section and to permit Wachovia to assume (a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (iiextent described below) the name of Jefferson 1995 Long Term Incentive Stock Plan. Jefferson shall further take all action necessary to amend the issuer of Jefferson 1995 Long Term Incentive Stock Plan to eliminate automatic grants or awards thereunder following the securities subject to Effective Time. At the Option and Effective Time, Wachovia shall assume 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 madeJefferson 1995 Long Term Incentive Stock Plan; provided, that such premium conforms to the total premium payable as set forth assumption shall be only 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 respect of the Portfolio Replacement Options and that Wachovia shall promptly deliver to Custodian a Certificate specifying have no obligation with respect to such sale: (i) any awards under the type of Option (put or call); (ii) Jefferson 1995 Long Term Incentive Stock Plan other than 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, Replacement Options and shall impose, have no obligation to make any additional grants or direct the Securities Depository or Book Entry Account to impose, upon the underlying securities specified in the Certificate awards under such restrictions as may be required by such receiptsassumed plans.
(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:
Appears in 2 contracts
Sources: Merger Agreement (Wachovia Corp/ Nc), Merger Agreement (Jefferson Bankshares Inc)
Options. (a) Purchase At the Effective Time, all employee and director stock options to purchase shares of Options by KSB Common Stock (each, a Portfolio Upon KSB Stock Option ), which are then outstanding and unexercised, shall cease to represent a right to acquire shares of KSB Common Stock, and shall be converted automatically into options to purchase shares of Camden Common Stock, and Camden shall assume each such KSB Stock Option subject to the purchase by a Portfolio terms of any of the stock option plans listed under Stock Plans in Section 3.7 of KSB s Disclosure Schedule (collectively, the KSB Stock Option (as defined belowPlans ), and the Fund on behalf of agreements evidencing grants thereunder; provided, however, that from and after 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: Effective Time, (i) whether the number of shares of Camden Common Stock purchasable upon exercise of any such KSB Stock Option is a put or call Option; shall be equal to the number of shares of KSB Common Stock that were purchasable under such KSB Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounding to the nearest whole share (with .5 being rounded up), and (ii) the name per share exercise price under each such KSB Stock Option shall be adjusted by dividing the per share exercise price of each such KSB Stock Option by the Exchange Ratio, rounding to the nearest cent. The terms of each KSB Stock Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction with respect to Camden Common Stock on or subsequent to the Effective Date. Notwithstanding the foregoing, the number of shares and the per share exercise price of each KSB Stock Option which is intended to be an incentive stock option (as defined in Section 422 of the issuer Code) shall be adjusted in accordance with the requirements of Section 424(a) of the securities subject Code. Accordingly, with respect to any incentive stock options, fractional shares shall be rounded down to the Option and the title and nearest whole number of such securities; (iii) shares and where necessary the expiration date: (iv) the per share exercise price; (v) the date of purchase and settlement; (vi) the premium to price shall 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 rounded up 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 Certificatenearest cent.
(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 At or call); (ii) the name of the issuer of the securities subject prior to the Option and Effective Time, Camden shall reserve for issuance the title and number of such securities; (iii) shares of Camden Common Stock necessary to satisfy Camden s obligations under Section 3.7(a). At 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 Effective Time, or as set forth in such Certificate.
(c) Upon the exercise by the Portfolio of any Call Option (soon 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 Certificatepracticable thereafter, and (B) delete in any event within fifteen business days thereafter, Camden shall file with the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreement.
(d) Upon the exercise by SEC a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund registration statement 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 Form S-8 or cause other appropriate form under 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 Act with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name shares of the issuer of the securities Camden Common Stock subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium options 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 acquire Camden Common Stock issued pursuant to subsection (eSection 3.7(a) 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 Optionhereof, and (B) delete shall use its best efforts to maintain the current status of the prospectus contained therein, as well as comply with any applicable state securities or blue sky laws, for so long as such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreementoptions remain outstanding.
(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:
Appears in 2 contracts
Sources: Merger Agreement (Camden National Corp), Merger Agreement (Camden National Corp)
Options. (a) Purchase Hertz hereby grants to Ford, on the terms and conditions set forth herein, a continuing right (the "Class B Common Stock Option") to purchase from Hertz, at the times set forth herein, such number of Options by a Portfolio Upon shares of Class B Common Stock as is necessary to allow the purchase by a Portfolio of any Option (as defined below), Ford Entities to maintain the Fund on behalf percentage of the Portfolio shall promptly deliver then-outstanding Common Stock of Hertz that is equal to the Custodian a certificate signed Ownership Percentage. The Class B Common Stock Option shall be assignable, in whole or in part and from time to time, by an appropriate officer Ford to any Ford Entity. The exercise price for the shares of Class B Common Stock purchased pursuant to the Class B Common Stock Option shall be the Market Price 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 Class A Common Stock as 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 first delivery of notice of exercise of the registered broker-dealer who is acting as the clearing agent Class B Common Stock Option by Ford (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 or its permitted assignee hereunder) 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 CertificateHertz.
(b) Sale The provisions of Options Section 2.1(a) hereof notwithstanding, the Class B Common Stock Option granted pursuant to Section 2.1(a) shall not apply and shall not be exercisable in connection with the issuance by a Portfolio Upon the sale Hertz of any Option purchased shares of Common Stock pursuant to any stock option or other executive or employee benefit or compensation plan maintained by a Portfolio in accordance with subsection (a) aboveHertz, so long as, from and after 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 date hereof and prior to the Option issuance of such shares, Hertz has repurchased from shareholders and the title and not subsequently reissued a number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable shares equal or greater to the Portfolio upon number of shares to be issued in any 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 Certificateissuance.
(c) Upon Hertz hereby grants to Ford, on 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 terms 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 conditions set forth in such Certificateherein, and a continuing right (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"Nonvoting Stock Option" and, 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 together 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 Class B Common Stock Option, the Fund on behalf "Options") to purchase from Hertz, at the times set forth herein, such number of shares of Nonvoting Stock as is necessary to allow the Portfolio Ford Entities to own 80 percent of each class of outstanding Nonvoting Stock. The Nonvoting Stock Option shall promptly deliver be assignable, in whole or in part and from time to Custodian a Certificate specifying with respect time, by Ford to any Ford Entity. The exercise price for the shares of Nonvoting Stock purchased pursuant to the Nonvoting Stock Option shall be the price at which such Nonvoting Stock is then being purchased: (i) that sold to third parties, or, if no Nonvoting Stock is being sold, 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 fair market value thereof as determined in good faith by the Portfolio; (v) the expiration date; (vi) the date Board of such purchase; and (vii) the name Directors 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 agreementHertz.
(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:
Appears in 2 contracts
Sources: Corporate Agreement (Hertz Corp), Corporate Agreement (Hertz Corp)
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 Except as set forth in Section 1.5(b), all Options outstanding immediately prior to the Effective Time, shall terminate and neither IDRC nor TeleSpectrum will have any obligation thereunder to the extent such CertificateOptions are not exercised prior to the Effective Time.
(b) Sale Subject to the other terms and conditions in this Section 1.5, in lieu of the termination 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 Section 1.5(a), each holder of outstanding Options may elect, prior to the Effective Time, to have any Option held by such Certificateholder assumed by TeleSpectrum and become a new option (an "Assumed Option") to purchase Merger Shares and Warrants and containing substantially the same terms and conditions as are in effect for the original Option outstanding immediately prior to the Effective Time only if such holder (i) agrees to place in escrow in accordance with Section 1.6 of this Agreement, a portion of the Assumed Option (an "Escrow Option") that is exercisable solely for that number of shares of TeleSpectrum Common Stock equal to (A) the product of (1) the total number of Shares of IDRC Common Stock underlying such Assumed Option immediately prior to the Effective Time divided by the Total IDRC Shares Outstanding, and (2) $12,000,000 divided by the "Trading Value" (as defined in Section 1.6(b)), and (ii) completing and returning to IDRC prior to the Effective Time a notice of election of assumption to be provided by IDRC (in form and substance acceptable to TeleSpectrum) to each holder of Options as soon as practicable after the date hereof. Each Assumed Option shall be evidenced by two certificates, one representing the Escrow Option and one representing the remaining portion of the Assumed Option (the "Non-Escrow Option").
(c) Upon At the exercise by Effective Time, each Assumed Option shall entitle the Portfolio holder thereof to that number of any Call Option (Merger Shares and Warrants as defined set forth 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 number of Merger Shares to be issuable upon exercise of each Assumed Option shall be equal to the issuer product of (A) the securities number of shares of IDRC Common Stock subject to such Call the corresponding original Option and (B) (1) 9,200,000 divided by (2) the title and number of such securitiesTotal IDRC Shares Outstanding, the product being rounded, if necessary, up or down, to the nearest whole share; and
(ii) the expiration date; number of Warrants Shares underlying the Warrants to be issued upon the exercise of each Assumed Option shall be equal to the product of (iiiA) the date number of shares of IDRC Common Stock subject to the corresponding original Option and (B) (1) 3,000,000 divided by (2) the Total IDRC Shares Outstanding, the product being rounded, if necessary, up or down, to the nearest whole warrant.
(d) The exercise and settlement; price per share of TeleSpectrum Common Stock under each Assumed Option shall be equal to (ivi) the exercise price per share; (v) the total amount to be paid by the Portfolio upon such exercise; and (vi) the name share of the Clearing Agent through whom such Call IDRC Common Stock under the corresponding original Option was exercised. Custodian shall, upon receipt of the securities underlying the Call Option which was exercised,(Adivided by (ii) 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 (A) 9,200,000 divided by (B) delete the exercised Call Option from the statements delivered Total IDRC Shares Outstanding, rounded, if necessary, up or down, to the Fund pursuant to Section 16 of this agreement.
(d) Upon the nearest cent. 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 price for each Escrow Option and each Non-Escrow Option shall be based solely on 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 agreementEscrow Shares represented thereby.
(e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf The shares 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 TeleSpectrum Common Stock subject to each Warrant underlying each Assumed Option are obtainable only after such Covered Call Assumed 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 Warrant are required properly exercised 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 receiptstheir respective terms.
(f) Whenever Covered Call Option written by a Portfolio and described in As soon as practicable after the preceding subsection (e) is exercisedEffective Time, 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 TeleSpectrum shall (i) delete such Option from deliver to holders of the statements delivered to original Options, agreements representing the Fund pursuant to Section 16 of this agreement and, if such expired Option was a Covered Call Option written by the Portfolio, Escrow Options and Non-Escrow Options and (ii) free, file a registration statement on Form S-8 (or instruct any successor form thereto) registering the Securities Depository Merger Shares to be issued to the holders of Escrow Options and Non-Escrow Options upon the exercise of such Options and to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus or Book Entry Account to free, the Securities underlying prospectuses contained therein) for so long as such Covered Call Option from the restrictions imposed by receipts issued in connection therewithoptions remain outstanding.
(i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:
Appears in 2 contracts
Sources: Merger Agreement (International Data Response Corp), Merger Agreement (Telespectrum Worldwide Inc)
Options. (ai) Purchase Effective as of Options the Start Date, the Company shall grant to the Executive an option to purchase 125,000 shares of the Company’s common stock at $27.65 per share, and as of the earlier of May 1, 2012 and the initial public offering of the Company’s common stock (provided that the Executive is still employed by a Portfolio Upon the purchase by a Portfolio Company as of any Option (as defined belowthe applicable date), the Fund on behalf Company shall grant to the Executive an option to purchase an additional 125,000 shares of the Portfolio shall promptly deliver Company’s common stock at a purchase price equal to the Custodian a certificate signed by an appropriate officer then current fair market value of the Fund Company’s common stock or the initial public offering price (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 “Stock Options”). The Stock Options will be 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 adjustment provisions set forth in such Certificate.
the Company’s Long-Term Incentive Plan (b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance “Plan”). The Executive may, with subsection (a) above, the Fund on behalf consent of the Portfolio shall promptly deliver Company, such consent not to Custodian be unreasonably withheld, assign the Stock Options for bona fide planning purposes to members of his immediate family, or to a Certificate specifying with respect to such sale: trustee or trustees of a trust whose vested beneficiaries then include the Executive and/or any of the Executive’s immediate family, if (iA) the type of Option (put or call); (ii) persons who would control the name Stock Options and the proposed arrangements for the control of the issuer Stock Options are reasonably satisfactory to the Company, including, without limitation, that any Stock Options will remain subject to all of the securities subject to the Option forfeiture and the title transfer restrictions 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 conditions set forth in such Certificate.
(c) Upon the exercise by applicable Stock Option Award Agreement and in the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) abovePlan, 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 requirements of the Portfolio shall deliver to Custodian a Certificate specifying with respect to such Put Option: Securities Act of 1933, as amended (ithe “Securities Act”) and any applicable state securities, blue sky or other laws are met, and the Executive and the transferee acknowledge that (x) 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 Executive remains responsible for any tax liabilities associated with the exercise of the Put Option Stock Options and (Ay) the Company will not take on any role or liability whatsoever with respect to any transferee other than the obligation to deliver or cause the Securities Depository or Book Entry Account to deliver, out shares of the account Company’s common stock under the applicable Stock Option Award Agreement as if the Stock Options were still held by the Executive.
(ii) The Stock Options shall vest in three equal annual installments on the first, second and third anniversaries of the Portfolio to which such Put Option was allocatedapplicable grant date (each, a “Vesting Date”), provided in each case that the securities which were Executive is employed by the Company on the applicable Vesting Date. The Stock Options shall have a ten-year term (subject to such Put Option; provided that earlier termination upon termination of employment as described herein and in the same conforms applicable option agreement) and shall be subject to the amount payable to terms and conditions of the Portfolio as Company’s Long-Term Incentive Plan and option agreements, all of which shall be consistent with the Executive’s rights set forth in such Certificate, and (B) delete this Section 3(c). The Executive may receive additional stock option or other equity compensation grants in the exercised Put Option from future in 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 sole discretion 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 receiptsCompany’s Compensation Committee.
(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:
Appears in 2 contracts
Sources: Employment Agreement (Sunshine Silver Mining & Refining Corp), Employment Agreement (Sunshine Silver Mining & Refining Corp)
Options. To the extent that acceleration by ICH of the exercisability of any outstanding option to purchase shares of ICH Common Stock ("ICH Options") is permitted but not required by the applicable governing instrument, then ICH shall not elect to cause such acceleration to occur. In connection therewith, at the Effective Time, to the extent not prohibited by the terms of the relevant governing instrument, each ICH Option that is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of ICH Common Stock and shall be converted automatically into an option to purchase ACT Common Shares in an amount and at an exercise price determined as provided below (and otherwise subject to the terms of ICH's Stock Option and Awards Plan (the "ICH Option Plan"), and the agreements evidencing grants thereunder, including, subject to the provisions of the first sentence of this Section 2.3, the accelerated vesting of ICH Options that shall occur in connection with and by virtue of the Merger as and to the extent required by the ICH Option Plan or such agreements):
(a) Purchase the number of Options by a Portfolio Upon the purchase by a Portfolio shares of any Option (as defined below), the Fund on behalf of the Portfolio shall promptly deliver ICH Common Stock 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 be subject to the Option option shall be equal to the product of the number of shares of ICH Common Stock subject to the original option and the title and number Exchange Ratio, provided that any fraction of an ACT Common Share resulting from such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to multiplication shall 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 rounded down to the Clearing Agent through whom the purchase was madenearest whole share; provided, that such premium conforms to the total premium payable as set forth in such Certificate.and
(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) share of ICH Common Stock under the total amount option shall be equal 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) share of ICH Common Stock under the total amount to original option divided by the Exchange Ratio, provided that such exercise price shall be paid rounded up to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercisednearest whole cent. 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 The adjustment provided herein with respect 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 ICH Options 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 are "incentive stock options" (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf in Section 422 of the Portfolio Code) shall promptly deliver be and is intended to Custodian be effected in a Certificate specifying manner that is consistent with respect to such Covered Call Option: (iSection 424(a) the name of the issuer Code and, to the extent it is not so consistent, Section 424(a) shall override anything to the contrary contained herein. The duration and other terms of the securities subject new option shall be the same as the original option except that all references to such Covered Call Option and the title and number of such securities; (ii) the expiration date; (iii) the exercise price; (iv) the premium ICH shall be deemed 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 references 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 CertificateSurviving Entity.
(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:
Appears in 2 contracts
Sources: Merger Agreement (Impac Commercial Holdings Inc), Merger Agreement (Amresco Capital Trust)
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 If the Option Employee's employment is terminated following a put or call Option; (ii) Change of Control as a result of an Involuntary Termination other than for Cause, then the name unvested portion of any stock option held by the Employee under the Company's stock option plans shall automatically become fully vested and exercisable as of the issuer Termination Date and the Employee or the Employee's representative, as the case may be, shall have the right to exercise all or any portion of such stock option, in addition to any portion of the securities subject option vested or exercisable prior to such termination. If a termination of Employee's employment results in acceleration of vesting of any option, the Option and Employee shall have 24 months following the title and number of Termination Date to exercise 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 option, notwithstanding any contrary provision 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 option agreement.
(dii) Upon If a Change of Control occurs within 90 days following the termination of Employee's employment as a result of an Involuntary Termination other than for Cause, then Employee or the Employee's representative, as the case may be, shall be fully vested in and have the right to exercise by a Portfolio all options which were not vested or exercisable as of the Termination Date, at the same exercise price as would have applied if Employee had still been employed at the time of the Change in Control. Promptly following the occurrence of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereofsuch Change of Control within such 90 days, the Fund on behalf Company will provide to the Employee written notice of such Change of Control and a written statement as to 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; (iishares vested and exercisable by Employee as a result of this Section 5(d)(ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) or prices thereof. The right to exercise such option shall continue for 24 months following the total amount Company's delivery of the written notice contemplated by the preceding sentence. In the event that the securities issuable upon exercise of such options have been converted into different securities as a result of the Change of Control, or have been converted into a right to receive consideration as a result of the Change of Control, Employee shall, upon exercise of such option, be paid entitled to receive the same securities or consideration as Employee would have received had the option been exercised immediately prior to the Portfolio upon such exercise; and (vi) the name Change 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 agreementControl.
(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:
Appears in 2 contracts
Sources: Employment Agreement (Silicon Valley Group Inc), Employment Agreement (Silicon Valley Group Inc)
Options. At the Effective Time, each option or warrant granted by SKAN to purchase shares of SKAN Common Stock which is outstanding and unexercised immediately prior thereto shall be converted automatically into an option to purchase shares of BSB Bancorp Common Stock in an amount and at an exercise price determined as provided below (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 and otherwise subject to the terms of the 1995 Non-Employee Directors Warrant Plan and 1998 Non-Employee Directors Warrant Plan, the 1998 Stock Option Plan, the 1991 Long Term Incentive and Capital Accumulation Plan and the title 1987 Long Term Incentive and Capital Accumulation Plan (collectively, all such plans are referred to as the "SKAN Stock Plans");
(1) The number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date shares of purchase and settlement; (vi) the premium BSB Bancorp Common Stock 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 option or warrant immediately after the title and Effective Time shall be equal to the product of the number of such securities; (iii) the date shares of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable SKAN Common Stock subject to the Portfolio upon option or warrant immediately before the Effective Time, multiplied by the Exchange Ratio, provided that any fractional shares of BSB Bancorp Common Stock resulting from such sale; and (vii) the name of the Clearing Agent through whom the sale was made. Custodian multiplication shall consent be rounded down 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 Portfolionearest share; provided that the same conforms to the total amount payable as set forth in such Certificate.and
(c2) Upon The exercise price per share of BSB Bancorp Common Stock under the exercise by option or warrant immediately after the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant Effective Time shall be equal 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) share of SKAN Common Stock under the total amount option or warrant immediately before the Effective Time divided by the Exchange Ratio, provided that such exercise price shall be rounded down to the nearest cent. The adjustment provided herein shall be and is intended to be paid by the Portfolio upon such exercise; and (vieffected in a manner which is consistent with Section 424(a) the name of the Clearing Agent through whom such Call Option was exercisedInternal Revenue Code of 1986, as amended (the "Code"). Custodian shall, upon receipt The duration and other terms of the securities underlying option or warrant immediately after the Call Option which was exercised,(AEffective Time shall be the same as the corresponding terms in effect immediately before the Effective Time, except that all references to SKAN or Skaneateles Bank in the SKAN Stock Plans (and the corresponding references in the option or warrant agreement documenting such option or warrant) pay out of shall be deemed to be references to BSB Bancorp. Nothing herein shall be construed as preventing option or warrant holders from exercising the moneys held for the account of the Portfolio the total amount payable same prior 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 Effective Time 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 receiptsterms thereof.
(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:
Appears in 2 contracts
Sources: Merger Agreement (BSB Bancorp Inc), Merger Agreement (Skaneateles Bancorp Inc)
Options. (a) Purchase For purposes of Options by a Portfolio Upon the purchase by a Portfolio vesting of any Option (as defined below), unvested awards previously made to Executive under the Fund on behalf of Edison International Equity Compensation Plan or under 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 Edison International Management 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 brokerOfficer Long-dealer who is acting as the clearing agent Term Incentive Compensation Plans (the "Clearing AgentEquity Plans"), Executive's employment by the Company shall be given the same effect as if Executive had remained regularly employed through the Effective Date. Upon receipt of a Clearing Agent's confirmation Executive and the Company agree that, as of the purchase Effective Date, Executive's vested options to acquire stock of the Option held by such Clearing Agent for Parent and vested phantom options in respect of 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 Company will be as set forth in such Certificate.
the Schedule of Vested Options attached hereto and incorporated herein by reference (b) Sale of Options by a Portfolio Upon the sale "Options"). From and after the Effective Date, the Executive shall no longer be eligible for grants of any Option purchased by a Portfolio in accordance with subsection (a) above, awards under the Fund on behalf Equity Plans or under any other long-term incentive plan of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put Company or call); (ii) the name of the issuer of the securities subject to the Option its Affiliates, 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 except as set forth in such Certificate.
(c) Upon Section 3.02, all unvested awards shall terminate as of the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) aboveEffective Date. On March 16, 2000, the Fund Company shall pay to Executive, by wire transfer in accordance with Executive's reasonable written instructions given at least forty-eight (48) hours in advance, a gross amount, before withholding, that is equal to the difference between $471.0642 per phantom share and the pertinent exercise price of such share as shown on behalf the Schedule of Vested Options for each vested phantom Option of the Portfolio Company. From and after the date hereof, Executive shall promptly deliver to Custodian a Certificate specifying with have no further rights or entitlements in respect to of such Call Option: (i) the name phantom Options or any phantom options in respect 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 shallCompany, 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 except as set forth in such CertificateSection 3.02; provided that if, and within six (B6) delete months of 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) date hereof, the Fund on behalf Company or any Affiliate of the Portfolio Company consummates an exchange offer with holders of phantom options of the Company in which the stated exchange value (before interest and any contingent amounts) per phantom share for purposes of the exchange offer exceeds $471.0642 per phantom share, then, within thirty (30) days following the completion of such exchange offer, the Company shall deliver pay to Custodian Executive a Certificate specifying with respect gross amount, before withholding, equal to such Put Option: (i) excess multiplied by the name number of vested phantom Options of Executive shown on the Schedule of Vested Options. Following the Effective Date, Options for stock of the issuer Parent listed on the Schedule of Vested Options, shall remain subject to the terms of the securities award and the Plan under which they were granted, subject to such Put Option and the title and number provisions 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 agreement3.02.
(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:
Appears in 2 contracts
Sources: Employment Agreement (Edison International), Employment Agreement (Edison Mission Energy)
Options. (a) Purchase of Options by a Portfolio Upon Conectiv shall take all action reasonably necessary so that, immediately prior to the purchase by a Portfolio of any Effective Time, each outstanding stock option issued under the Conectiv Stock Option (Plan shall become vested and exercisable as defined below), the Fund on behalf of the Portfolio shall promptly deliver to Effective Time and shall, at the Custodian a certificate signed by an appropriate officer election of the Fund (a "Certificate") specifying with respect to each such Option: holder thereof, be either (i) whether canceled and the Option is a put holder thereof shall be entitled to receive at the Effective Time from Conectiv or call Option; as soon as practicable thereafter (iibut in no event later than 10 days after the Effective Time) from HoldCo or Surviving Corporation B in consideration for such stock option an amount in cash equal to (A) the name excess, if any, of the issuer of the securities subject to the Option and the title and number of such securities; (iiiConectiv Common Stock Cash Consideration under Section 1.8(b)(ii) 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) over the exercise price per share; (v) the total amount share previously subject to be paid such stock option, less any required withholding taxes, multiplied 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 number of this agreement.
(d) Upon the exercise by a Portfolio shares 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 Conectiv Common Stock subject to such Put Option and the title and number of such securities; stock option, or (ii) converted into an option to purchase a number of shares of HoldCo Common Stock (a "Converted Option") equal to the expiration date; product of the number of shares of Conectiv Common Stock subject to such stock option and the number of shares of HoldCo Common Stock equal to the Conectiv Common Stock Exchange Ratio under Section 1.8(b)(ii) (iii) provided that any fractional share resulting from such multiplication shall be rounded up or down to the date nearest whole share). The terms and conditions of exercise the Converted Option shall remain the same as the terms and settlement; (iv) conditions of the related stock option of Conectiv, except that the exercise price per share; (v) share of each Converted Option shall equal the total amount to be paid exercise price per share of such stock option divided by the number of shares of HoldCo Common Stock equal to the Portfolio Conectiv Common Stock Exchange Ratio under Section 1.8(b)(ii) (provided that such exercise price shall be rounded down to the nearest whole cent). HoldCo shall take all corporate action necessary to reserve for issuance a sufficient number of shares of HoldCo Common Stock for delivery 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 Converted Options. HoldCo shall use its best efforts to cause the Securities Depository or Book Entry Account to deliver, out registration of the account shares of HoldCo Common Stock subject to the Converted Options to become effective as part of the Portfolio to which such Put Option was allocatedForm S-4, the securities which were subject to such Put Option; provided that or on the same conforms to date as the amount payable to the Portfolio as set forth in such CertificateForm S-4 is declared effective; and, and (B) delete the exercised Put Option from the thereafter, HoldCo shall file one or more registration 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) on appropriate forms with respect to shares of HoldCo Common Stock subject to the Converted Options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements for so long as the Converted Options remain outstanding. Conectiv and HoldCo shall take all such steps as may be required to cause the transactions contemplated by this Section 5.6 and any other dispositions of Conectiv equity securities held (including derivative securities) or acquisitions of HoldCo equity securities (including derivative securities) in connection with this Agreement 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: each individual who (i) the name is a director or officer of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; Conectiv or (ii) at the expiration date; (iii) Effective Time will become a director or officer of HoldCo to become exempt under Rule 16b-3 promulgated under the exercise price; (iv) Exchange Act. As soon as practicable after 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 Effective Time, HoldCo shall deliver or cause to be delivered, in exchange for receipt delivered to each holder of Converted Options an appropriate notice setting forth such holder's rights pursuant to the premium specified in Conectiv Stock Option Plan and agreements evidencing the Certificate with respect to grants of such Covered Call Option, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Converted 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 after giving effect 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 Certificatetransactions hereunder.
(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:
Appears in 2 contracts
Sources: Merger Agreement (Potomac Electric Power Co), Merger Agreement (Conectiv)
Options. (ai) Purchase of Options by a Portfolio Upon the purchase by a Portfolio of any Each Emergent Option (that is outstanding as defined below), the Fund on behalf of the Portfolio Effective Time that is held by an Emergent Employee or other Emergent Business service provider shall promptly deliver remain an option to purchase Emergent Common Shares and shall be adjusted as described below to reflect the Distribution. Each such Adjusted Emergent Option shall be subject to the Custodian a certificate signed by an appropriate officer same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding Emergent Option immediately prior to the Effective Time; provided, however, that from and after the Effective Time: (x) the per-share exercise price of each such Adjusted Emergent Option shall be equal to the product of (I) the per-share exercise price of the Fund corresponding Emergent Option immediately prior to the Distribution Date multiplied by (a "Certificate"II) specifying with respect the Emergent Price Ratio, rounded up to the nearest whole cent; and (y) the number of Emergent Common Shares subject to each such Option: Adjusted Emergent Option shall be equal to the product of (iI) whether the number of Emergent Common Shares subject to each such Adjusted Emergent Option is a put or call Option; immediately prior to the Effective Time multiplied by (II) the Emergent Share Ratio, with any fractional shares rounded down to the nearest whole share.
(ii) the name Each Emergent Option that is outstanding as of the issuer of Effective Time that is held by an Aptevo Employee or other Aptevo Business service provider shall be converted into an option to purchase Aptevo Common Shares and shall be adjusted as described below to reflect the securities Distribution. Each such Aptevo Option shall be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding Emergent Option immediately prior to the Effective Time; provided, however, that from and after the title and number of such securities; Effective Time: (iiix) the expiration date: per-share exercise price of each such Aptevo Option shall be equal to the product of (ivI) the per-share exercise price; price of the corresponding Emergent Option immediately prior to the Effective Time multiplied by (vII) the date of purchase and settlement; (vi) Aptevo Price Ratio, rounded up to the premium to be paid by the Portfolionearest whole cent; and (viiy) the name number 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 Aptevo Common Shares subject to each such Aptevo Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable be equal 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.
product of (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: (iA) the type number of Option (put or call); (ii) the name of the issuer of the securities Emergent Common Shares subject to the corresponding Emergent 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 immediately prior 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 Effective Time multiplied 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 Aptevo Share Ratio, with any fractional share rounded down to the Fund pursuant to Section 16 of this agreementnearest whole share.
(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:
Appears in 2 contracts
Sources: Employee Matters Agreement (Aptevo Therapeutics Inc.), Employee Matters Agreement (Aptevo Therapeutics Inc.)
Options. (a) Purchase At the Effective Time, each option granted by Subject Company to purchase shares of Options by Subject Company Common Stock (each a Portfolio Upon "Subject Company Option") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Subject Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below (and otherwise subject to the purchase by a Portfolio terms of any Option the Subject Company 1995 Performance Stock Plan, the Subject Company 1991 Performance Stock Plan (as defined belowamended), the Fund on behalf Subject Company 1988 Performance Stock Plan (as amended), the Subject Company 1983 Performance Stock Plan (as amended), the Subject Company Performance Stock Plan of 1980 (as amended and restated) and the Subject Company 1991 Director Option Plan (as amended and restated), as the case may be (collectively, the "Subject Company Stock Option Plans"), and the agreements evidencing grants thereunder, including, but not limited to, the accelerated vesting of such options which shall occur in connection with and by virtue of the Portfolio shall promptly deliver approval of the Merger Agreement and the Merger by the stockholders of Subject Company as and to the Custodian a certificate signed extent required by an appropriate officer of the Fund such plans and agreements):
(a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (ii1) the name number of the issuer shares of the securities Parent Common Stock to be subject to the Option and new option shall be equal to the title and product of the number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date shares 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 Company Common Stock subject to the Option original option and the title and number Common Exchange Ratio, provided that any fractional shares of Parent Common Stock resulting from such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable multiplication shall be rounded down to the Portfolio upon such salenearest share; 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.and
(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; (iv2) the exercise price per share; (v) share of Parent Common Stock under the total amount new option shall be equal 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) share of Subject Company Common Stock under the total amount to original option divided by the Common Exchange Ratio, provided that such exercise price shall be paid rounded up to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercisednearest cent. 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 The adjustment provided herein with respect to deliver, out of the account of the Portfolio to any options 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 are "incentive stock options" (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf in Section 422 of the Portfolio Internal Revenue Code of 1986, as amended (the "Code")) shall promptly deliver be and is intended to Custodian be effected in a Certificate specifying manner which is consistent with respect to such Covered Call Option: (iSection 424(a) the name of the issuer Code and, to the extent it is not so consistent, such Section 424(a) shall override anything to the contrary contained herein. The duration and other terms of the securities new option shall be the same as the original option (subject to such Covered Call Option and the title and number of such securities; (iiSection 6.7(b) the expiration date; (iiihereof) the exercise price; (iv) the premium except that all references to Subject Company shall be deemed 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 references 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 receiptsParent.
(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:
Appears in 2 contracts
Sources: Merger Agreement (First Interstate Bancorp /De/), Merger Agreement (Wells Fargo & Co)
Options. (a) Purchase Except as may otherwise be agreed upon between a holder of Company Stock Options by and Parent, each option granted to a Portfolio Upon Company employee to acquire shares of Company Common Stock ("Company Stock Option") that is outstanding immediately prior to the purchase by a Portfolio of any Option (Effective Time, whether or not then vested or exercisable, shall, effective as defined below), the Fund on behalf of the Portfolio shall promptly deliver Effective Time, become and represent an option to acquire the Custodian a certificate signed by an appropriate officer number of the Fund shares of Parent Common Stock (a "CertificateSubstitute Option") specifying with respect ), rounded up or down to each such Option: the nearest whole share, determined by multiplying (i) whether the number of shares of Company Common Stock subject to such Company Stock Option is a put or call Option; immediately prior to the Effective Time by (ii) the name Exchange Ratio, at an exercise price per share of the issuer of the securities subject Parent Common Stock (increased to the Option and nearest whole cent) equal to the title and number exercise price per share of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid Company Stock Option divided 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 madeExchange Ratio; provided, however, that such premium conforms in the case of any Company Stock Option to which Section 421 of the Code applies by reason of its qualification as an incentive stock option under Section 422 of the Code, the conversion formula shall be adjusted if necessary to comply with Section 424(a) of the Code; and provided, further, that the conversion formula shall be further adjusted as provided in Section 2.3(d). After the Effective Time, except as provided in this Section 2.3, each Substitute Option shall be exercisable upon the same terms and conditions as were applicable to the total premium payable as set forth in such Certificaterelated Company Stock Option immediately prior to the Effective Time.
(b) Sale of Options by a Portfolio Upon Prior to the sale of any Option purchased by a Portfolio in accordance with subsection (a) aboveEffective Time, the Fund on behalf of the Portfolio Company shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type obtain any consents from holders of Option (put or call); Company Stock Options and (ii) amend the name terms of the issuer of the securities subject its equity incentive plans or arrangements, in each case 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 extent, if any, necessary to give effect to the Portfolio upon such sale; and (vii) the name provisions 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 CertificateSection 2.3(a).
(c) Upon As soon as reasonably practicable after the exercise by Effective Time, Parent shall (i) file with the Portfolio of any Call Option Securities and Exchange Commission (as defined belowthe "SEC") purchased by the Portfolio pursuant to subsection (a) above, the Fund a registration statement on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying Form S-8 or another appropriate form with respect to such Call Option: (i) the name shares of the issuer of the securities Parent Common Stock subject to such Call Option and the title and number of such securities; options, (ii) as soon as reasonably practicable, prepare and file with the expiration date; Nasdaq listing applications covering the shares of Parent Common Stock issuable upon the exercise of Substitute Options and use all reasonable efforts to obtain approval for the listing of such shares of Parent Common Stock, subject only to official notice of issuance and (iii) amend the date terms 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 shallits equity incentive plans or arrangements, 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 in each case to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms extent, if any, necessary to give effect to the total amount payable as set forth in such Certificate, and (B) delete the exercised Call Option from the statements delivered provisions of Section 2.3(a). Parent shall take all corporate action necessary to the Fund pursuant to Section 16 reserve for issuance a sufficient number of this agreementshares of Parent Common Stock for delivery upon exercise of Substitute Options.
(d) Upon In the exercise by a Portfolio event that any Franchise Amount becomes due in accordance with the provisions of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereofSection 2.6, the Fund on behalf of the Portfolio conversion formula applicable to each Substitute Option shall deliver to Custodian a Certificate specifying be adjusted by recalculating such formula in accordance with respect to such Put Option: clauses (i) the name of the issuer of the securities subject to such Put Option and the title and number of such securities; (ii) of Section 2.3(a) as if the expiration date; (iii) Exchange Ratio had been determined at the date of exercise and settlement; (iv) Effective Time to include the exercise price per share; (v) the total amount to be paid to the Portfolio upon such exercise; and (vi) the name value 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 Franchise Amount that the same conforms to the amount payable to the Portfolio as set forth is actually due in such Certificate, and (B) delete the exercised Put Option from the statements to be delivered to the Fund pursuant to accordance with Section 16 of this agreement2.6.
(e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect to securities held by Custodian hereunder, the Fund On any date on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: which either (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; a Contingent Deferred Payment is paid or (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 Escrow Agent releases any portion of the Clearing Agent through whom Escrow Account (as it may be increased) to Parent in respect of any Indemnified Losses, the premium is conversion formula applicable to each Substitute Option shall be received. Custodian shall deliver or cause to be delivered, in exchange for receipt of the premium specified in the Certificate with respect to adjusted by recalculating such Covered Call Option, such receipts as are required formula 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: clauses (i) the name of the issuer of the securities subject to such Covered Call Option and the title and number of such securities; (ii) of Section 2.3(a) hereof as if the Clearing Agent Exchange Ratio had been determined at the Effective Time to whom include 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 value of any receipts delivered pursuant Contingent Deferred Payment that is actually paid in accordance with Section 2.5 and to subsection (e) hereof, Custodian shall deliver, or cause exclude 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 value of 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 portion of the Portfolio shall promptly deliver Escrow Account that is released to Custodian a Certificate specifying with Parent in 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 agreementIndemnified Losses.
(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:
Appears in 2 contracts
Sources: Merger Agreement (21st Century Telecom Group Inc), Merger Agreement (RCN Corp /De/)
Options. (a) Purchase Subject to the following and the provisions of Options by a Portfolio Upon section "4.6" hereinbelow, it is hereby acknowledged and agreed that the purchase by a Portfolio Executive will be granted, or will have already been granted, subject to the rules and policies of any Option (as defined below)the Regulatory Authorities and applicable securities legislation, the Fund on behalf terms and conditions of the Portfolio shall promptly deliver to Company's existing stock incentive plans (collectively, the Custodian a certificate signed by an appropriate officer "Option Plan") and the final determination of the Fund Board of Directors, acting reasonably, an incentive stock option or options (a each being an "CertificateOption") specifying for the collective purchase of up to an aggregate of not less than 217,500 common shares of the Company (each an "Option Share"); at an exercise price of U.S. $1.50 per Option Share 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 not less than 75,000 of the Option held by such Clearing Agent for the account Shares, at an exercise price 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 U.S. $2.40 per 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 Share 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 not less than a further 75,000 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 Shares and the title and number of such securities; (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the at an exercise price of U.S. $2.43 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 Share with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name balance of the issuer Option Shares; and exercisable for a period 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) not less than ten years from the date of such purchasegrant in each instance; and (vii) the name such further number of Options to acquire an equivalent number of Option Shares of the Clearing Agent Company as the Board of Directors may determine, in its sole and absolute discretion; and which Option or Options will be exercisable for such periods and at such exercise price or prices per Option Share as the Board of Directors may also determine, in its sole and absolute discretion, from time to whom time after the premium Effective Date hereof. It is hereby acknowledged that the initial Options granted prior to be paid. Upon Custodian's payment the Effective Date of this Agreement were negotiated as between the Parties hereto in the context of the premium and stage of development of the return and/or cancellation of any receipt issued pursuant Company existing prior to subsection (e) the Effective Date of this Section 14 with respect Agreement. Correspondingly, it is hereby acknowledged and agreed that the number of Options granted by the Company to the Covered Call option being liquidated through Executive hereunder shall be reviewed and renegotiated at the Closing Purchase Transaction, Custodian shall (A) remove, or direct request of either Party on a reasonably consistent basis during 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 continuance 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 Agreement and, if such expired Option was a Covered Call Option written in the event that the Parties cannot agree, then the number of Options shall be increased on an annual basis one year after the Effective Date by the Portfolio, (ii) free, percentage which is the average percentage of all increases to management stock options within the Company during the previous 12-month period; and in each case on similar and reasonable exercise terms and conditions. Any dispute respecting either the effectiveness or instruct magnitude of the Securities Depository or Book Entry Account to free, the Securities underlying such Covered Call Option from the restrictions imposed final number and terms hereunder shall be determined by receipts issued arbitration in connection therewithaccordance with Article "9" hereinbelow.
(i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:
Appears in 2 contracts
Sources: Executive Consulting Services Agreement (Uranium Energy Corp), Executive Employment Services Agreement (Uranium Energy Corp)
Options. (a) Purchase Effective immediately prior to the Effective Time, the Company has entered into letter agreements with each of the holders (the “Option Holders”) of outstanding options of the Company (the “Options”) granted pursuant to the Pre-Amendment Option Plan (the Options by a Portfolio Upon granted pursuant to the purchase by a Portfolio of any Pre-Amendment Option Plan, the “Pre-Amendment Plan Options”) in the form attached hereto as Exhibit K (as defined belowthe “Option Letter Agreements”), the Fund on behalf of the Portfolio shall promptly deliver pursuant to the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying with respect to which each such Option: Pre-Amendment Plan Option (i) whether that would not otherwise be vested and exercisable immediately prior to the Effective Time will become fully vested and exercisable immediately prior to the Effective Time and (ii) will be converted at the Effective Time solely into the right to receive a portion of the Merger Consideration as set forth below. By virtue of the foregoing, the Pre-Amendment Plan Options held by each Option Holder shall be converted at the Closing into the right to receive cash in the amount set forth opposite such Option Holder’s name on Annex F (the “Pre-Amendment Plan Option Payments”) (it being acknowledged that, as set forth in the Option is a put or call Option; Letter Agreements, (i) no portion of any such Pre-Amendment Plan Option Payment will be included in the Escrowed Cash, and (ii) the name Option Holders will not be entitled to receive any portion 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 any Final Adjustment Amount payable by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"Emdeon Entities pursuant to Section 2.3 hereof). 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) aboveEffective immediately prior to Effective Time, the Fund on behalf Board of Managers has approved a resolution providing that all Options granted pursuant to the Current Option Plan (the Options granted pursuant to the Current Option Plan, the “Current Plan Options”) will be settled and cancelled solely in exchange for the right to receive a portion of the Portfolio Merger Consideration as set forth below. By virtue of the foregoing, the Current Plan Options held by each Option Holder shall promptly deliver be converted at the Closing into the right to Custodian a Certificate specifying receive cash in the amount set forth opposite such Option Holder’s name on Annex F (the “Current Plan Option Payment”; together with respect to such sale: the Pre-Amendment Plan Option Payments, the “Option Payments”) (it being acknowledged that (i) no portion of the type of Current Plan Option (put or call); Payments will be included in the Escrowed Cash, and (ii) the name Option Holders will not be entitled to receive any portion of any Final Adjustment Amount payable by the Emdeon Entities pursuant to Section 2.3 hereof). Immediately following the Closing, the Surviving Entity and the Members’ Representative will cooperate to deliver to each of the issuer holders 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 Current Plan Options (a) above the letter in the form of Exhibit L attached hereto notifying such holders of the settlement and cancellation of such Current Plan Options in accordance with respect this Section 2.6(b), and (b) along with the letter, the Current Plan Option Payment payable by the Members’ Representative to such Option against payment holder pursuant 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 CertificateSection 2.6(c) below.
(c) Upon The Option Payments will comprise a portion of the exercise Base Cash Consideration payable by the Portfolio Emdeon Entities by wire transfer of any Call immediately available funds at Closing to the Members’ Representative (and the Members’ Representative will distribute such Option Payments to the Option Holders in accordance with Annex F); provided, however, that (as defined belowi) purchased the Option Payments otherwise payable by the Portfolio pursuant Emdeon Entities to subsection (a) abovethe Members’ Representative shall be subject to reduction for the amount of federal, state or other Taxes that the Emdeon Entities, the Fund on behalf of Company or the Portfolio shall promptly deliver Surviving Entity are required to Custodian a Certificate specifying withhold with respect to such Call Option: (i) payments as reflected in the name of the issuer of the securities subject to such Call Option Funds Flow Statement, and the title and number of such securities; (ii) the expiration date; (iii) Members’ Representative will distribute 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 Option Payments in respect 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 Current Plan Options 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 receiptslast sentence of Section 2.6(b).
(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:
Appears in 2 contracts
Sources: Merger Agreement (Emdeon Inc.), Merger Agreement (Emdeon Inc.)
Options. (a) Purchase At the Effective Time, (i) all options to acquire shares of Enron Common Stock outstanding at the Effective Time under Enron's stock plans (collectively, the "Enron Stock Plans") identified in Section 4.5(a) of the Enron Disclosure Letter (individually, a "Enron Option" and collectively, the "Enron Options") and (ii) all options to acquire shares of Dynegy Class A Common Stock outstanding at the Effective Time under Dynegy's stock plans (collectively, the "Dynegy Stock Plans") identified in Section 4.5(a) of the Dynegy Disclosure Letter (individually, a "Dynegy Option" and collectively, the "Dynegy Options") shall remain outstanding following the Effective Time, subject to the modifications described in this Section 4.5(a). Prior to the Effective Time, Enron, Dynegy and Newco shall take all actions (if any) as may be required to permit the assumption of such Enron Options and Dynegy Options by a Portfolio Upon Newco pursuant to this Section 4.5(a). At the purchase by a Portfolio of any Option (as defined below)Effective Time, the Fund on behalf of Enron Options and the Portfolio Dynegy Options shall promptly deliver to be assumed and adjusted by Newco in the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying manner set forth herein and with respect to Dynegy Options that are incentive stock options within the meaning of Section 422 of the Code in such manner that Newco is a corporation "assuming a stock option in a transaction to which Section 424(a) applies" within the meaning of Section 424 of the Code. Each Enron Option assumed and adjusted by Newco shall be subject to the same terms and conditions as under the applicable Enron Stock Plan and the applicable option agreement entered into pursuant thereto, except that, immediately following the Effective Time, (A) each Enron Option shall be an option for that whole number of shares of Newco Class A Common Stock (rounded up to the next whole share) equal to the number of shares of Enron Common Stock subject to such Option: Enron Option immediately prior to the Effective Time multiplied by the Enron Merger Ratio, and (B) the exercise price per Newco share shall be an amount equal to the exercise price per share of Enron Common Stock subject to such Enron Option in effect immediately prior to the Effective Time divided by the Enron Merger Ratio (the price per share, as so determined, being rounded down to the nearest whole cent). Each Dynegy Option assumed and adjusted by Newco shall be subject to the same terms and conditions as under the applicable Dynegy Stock Plan and the applicable option agreement entered into pursuant thereto, except that, immediately following the Effective Time, each Dynegy Option shall be an option for the number of shares of Newco Class A Common Stock equal to the number of shares of Dynegy Common Stock subject to such Dynegy Option immediately prior to the Effective Time. Without limiting the foregoing, effective at the Effective Time, Newco shall assume the Enron Corp. 1999 Stock Plan, Enron Corp. 1994 Stock Plan, Enron Corp. 1991 Stock Plan, Dynegy Inc. 2000 Long Term Incentive Plan, Dynegy Inc. 2001 Non-Executive Stock Incentive Plan and Dynegy Inc. 2001 Special Long-Term Incentive Plan (collectively, the "Assumed Plans") for purposes of employing such plans to make grants of stock options and other awards based on shares of Newco Class A Common Stock following the Effective Time; to the extent that any obligation exists at the Effective Time to issue Enron Common Stock or Dynegy Class A Common Stock under any Assumed Plan, the obligation of Newco thereafter to issue Newco Common Stock in fulfillment of such previous obligation shall be to issue the number of shares of Newco Common Stock equal to (i) whether in the Option is a put or call Option; case of Enron Common Stock, the number of shares (rounded to the nearest whole share) of Enron Common Stock subject to such obligation multiplied by the Enron Merger Ratio and (ii) in the name case of Dynegy Class A Common Stock, the issuer number of the securities shares of Dynegy Class A Common Stock 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 madeobligation; provided, that such premium conforms to however, that, if the total premium payable as set forth in such Certificateobligation is an award of a specified dollar amount of Enron Common Stock or Dynegy Common Stock, the substitution shall be effected simply by substituting Newco Common Stock having the specified dollar value.
(b) Sale At or prior to the Effective Time, Newco shall take all corporate action necessary to reserve for issuance a number of Options by a Portfolio Upon shares of Newco Class A Common Stock equal to the sale number of any Option purchased by a Portfolio in accordance with subsection shares of Newco Class A Common Stock available for issuance pursuant to the Assumed Plans (a) above, which number shall be the Fund on behalf sum of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) the type product (rounded to the nearest whole share) of Option (put or call); the number of shares of Enron Common Stock available for issuance immediately prior to the Effective Time multiplied by the Enron Merger Ratio plus (ii) the name number of the issuer shares of the securities subject Dynegy Common Stock available for issuance immediately prior to the Option Effective Time). Promptly following the Closing Date, Newco shall file with the Securities and Exchange Commission (the title and number of such securities; "SEC") a Registration Statement on Form S-8 (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 or a post-effective amendment on Form S-8 with respect to the Form S-4 or such Option against payment other appropriate form) covering all such shares of Newco Class A Common Stock and shall cause such registration statement to Custodian of remain effective (and shall cause the total amount payable prospectus or prospectuses relating thereto to remain compliant with applicable securities laws) for as long as there are outstanding any such Enron Options or Dynegy Options or, with respect to Assumed Plans other than the Portfolio; provided that the same conforms to the total amount payable Enron Stock Plans or Dynegy Stock Plans, for as set forth in such Certificatelong as required under applicable securities laws.
(c) Upon the exercise Except as otherwise specifically provided by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) abovethis Section 4.5, the Fund on behalf terms 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 Enron Options and Dynegy Options and the title relevant Enron Stock Plans and number of such securities; (ii) Dynegy Stock Plans, as in effect on the expiration date; (iii) the date of exercise Effective Time, shall remain in full force 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 effect with respect to the Option being purchased: (i) that Enron Options and Dynegy Options, as applicable, after giving effect to the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option Mergers and the title and number of such securities; (iii) the exercise price; (iv) the premium to be paid assumptions 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 Newco as set forth below:above; similarly, the terms of each other Assumed Plan shall remain in full force and effect after giving effect to the Mergers and the assumptions by Newco as set forth above. As soon as practicable following the Effective Time, Newco shall deliver to the holders of Enron Options and Dynegy Options and beneficiaries of awards under Assumed Plans other than Enron Stock Plans and Dynegy Stock Plans appropriate notices setting forth the rights of such holders and beneficiaries pursuant to the respective Enron Stock Plans and Dynegy Stock Plans and other Assumed Plans and under the agreements evidencing the grants of such Enron Options and Dynegy Options, and that such Enron Options and Dynegy Options and such Assumed Plans shall be assumed by Newco and shall continue in effect on the same terms and conditions (subject to any adjustments required by this Section 4.5).
Appears in 2 contracts
Sources: Merger Agreement (Enron Corp/Or/), Merger Agreement (Dynegy Inc /Il/)
Options. At the Effective Time, each option granted by Saratoga to purchase shares of Saratoga Common Stock (each, an "Saratoga Option") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Saratoga Common Stock and shall be converted automatically into an option to purchase shares of SJNB Common Stock in an amount and at an exercise price determined as provided below (and otherwise subject to the terms of the stock option plans of Saratoga (the "Saratoga Stock Option Plans") and the agreements evidencing grants thereunder, including but not limited to, the accelerated vesting of such options which shall occur in connection with and by virtue of the consummation of the Merger as and to the extent required by such plans and agreements): (a) Purchase the number of Options by a Portfolio Upon the purchase by a Portfolio shares of any Option (as defined below), the Fund on behalf of the Portfolio shall promptly deliver SJNB Common Stock 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 be subject to the Option new option shall be equal to the product of the number of shares of Saratoga Common Stock subject to the original option and the title and number Exchange Ratio, provided that any fractional shares of SJNB Common Stock resulting from such securities; (iii) multiplication shall be rounded down to the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid by the Portfolionearest share; 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) share of SJNB Common Stock under the total amount new option shall be equal 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) share of Saratoga Common Stock under the total amount to original option divided by the Exchange Ratio, provided that such exercise price shall be paid rounded up to the Portfolio upon such exercise; and (vi) nearest cent. In the name case 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 any options 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 are "incentive stock options" (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf in section 422 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) Code), 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 number 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 shares purchasable pursuant 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 options and the title terms and number conditions of exercise of such securities; (ii) the Clearing Agent to whom the underlying securities are to options shall 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" determined in order to liquidate its position as a writer of an Option, the Fund on behalf comply with section 424(a) 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 Code. The duration and other terms of the issuer of new option shall be the securities subject same as the original option except that all references to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium Saratoga shall be deemed to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent references 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 agreementSJNB.
(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:
Appears in 2 contracts
Sources: Merger Agreement (SJNB Financial Corp), Merger Agreement (Saratoga Bancorp)
Options. (aA) Purchase From and after the Effective Time, all employee and director stock options to purchase shares of Options by Company Common Stock (each, a Portfolio Upon "Company Option"), which are then outstanding and unexercised, shall, without any further action on the part of the holders thereof, be converted into and become options to purchase by a Portfolio shares of any First Union Common Stock, and First Union shall assume each such Company Option in accordance with the terms of the applicable Previously Disclosed Compensation and Benefit Plans (as defined below)hereinafter defined) and related agreements by which it is evidenced, including but not limited to the Fund on behalf accelerated vesting of such Company Options which shall occur in connection with and by virtue of the Portfolio shall promptly deliver Merger as and to the Custodian a certificate signed extent required by an appropriate officer of such Previously Disclosed Compensation and Benefit Plans; provided, however, that from and after the Fund (a "Certificate") specifying with respect to each such Option: Effective Time -------- ------- (i) whether the each such Company Option is a put or call Option; assumed by First Union may be exercised solely to purchase shares of First Union Common Stock, (ii) the name number of the issuer shares of the securities subject First Union Common Stock purchasable upon exercise of such Company Option shall be equal to the Option and the title and number of shares of Company Common Stock that were purchasable under such securities; (iii) Company Option immediately prior to the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid Effective Time multiplied by the Portfolio; Exchange Ratio 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 rounding to the Clearing Agent through whom the purchase was made; providednearest whole share, 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 per share exercise price under each such Company Option shall be adjusted by dividing the per share exercise price of each such Company Option immediately prior to the Portfolio upon such deliveryEffective Time by the Exchange Ratio, and rounding to the nearest whole cent. Upon The terms of each Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization, merger, reorganization or other similar transaction with respect to First Union Common Stock on or subsequent to the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, or cause Effective Date. Notwithstanding the Securities Depository or Book Entry Account to deliverforegoing, the underlying securities as specified in number of shares and the Certificate for the amount per share exercise price of each Company Option which is intended to be received an "incentive stock option" (as set forth defined in such CertificateSection 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code. Accordingly, with respect to any incentive stock options, fractional shares shall be rounded down to the nearest whole number of shares and where necessary the per share exercise price shall be rounded up to the nearest cent.
(gB) Whenever Prior to the Effective Time, First Union shall reserve for issuance the number of shares of First Union Common Stock necessary to satisfy First Union's obligations under Section 2.06(A). Promptly after --------------- the Effective Time, First Union shall file with the SEC 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 registration statement on an Option, appropriate form under the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying Securities Act with respect to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name shares of the issuer of the securities First Union Common Stock subject to such Option and the title and number of such securities; (iii) the exercise price; (iv) the premium options 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 acquire First Union Common Stock issued pursuant to subsection (eSection 2.06(A) 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 Optionhereof, and (B) delete shall use --------------- its reasonable best efforts to maintain the current status of the prospectus contained therein, as well as comply with any applicable state securities or "blue sky laws", for so long as such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreementoptions remain outstanding.
(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:
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Everen Capital Corp), Merger Agreement (Everen Capital Corp)
Options. (a) Purchase Nabisco hereby grants to Holdings, on the terms and conditions set forth herein, a continuing right (the "Class B Common Stock Option") to purchase from Nabisco, at the times set forth herein, such number of Options shares of Class B Common Stock as is necessary to allow the Holdings Entities to maintain the then-current Ownership Percentage. The Class B Common Stock Option shall be assignable, in whole or in part and from time to time, by a Portfolio Upon Holdings to any Holdings Entity. The exercise price for the purchase by a Portfolio shares of any Class B Common Stock purchased pursuant to the Class B Common Stock Option (as defined below), shall be the Fund on behalf Market Price of the Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer Class A Common Stock as 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 first delivery of notice of exercise of the registered broker-dealer who is acting as the clearing agent Class B Common Stock Option by Holdings (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 or its permitted assignee hereunder) 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 CertificateNabisco.
(b) Sale The provisions of Options Section 2.01(a) hereof notwithstanding, the Class B Common Stock Option granted pursuant to Section 2.01(a) shall not apply and shall not be exercisable in connection with the issuance by a Portfolio Upon the sale Nabisco of any Option purchased by a Portfolio in accordance with subsection (a) aboveshares of Class B Common Stock upon the exercise of stock options granted pursuant to Nabisco's Long Term Incentive Plan or any successor plan, so long as, from and after 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 date hereof and prior to the Option and the title and issuance of such shares upon exercise of options, Nabisco has repurchased from shareholders such number of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) shares as shall be equal to or greater than the total amount payable number of shares previously issued or to be issued under the Portfolio upon Nabisco Long Term Incentive Plan or any successor plan in connection with any such sale; and (vii) the name exercise 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 Certificateoptions.
(c) Upon Nabisco hereby grants to Holdings, on 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 terms 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 conditions set forth in such Certificateherein, and a continuing right (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"Nonvoting Stock Option" and, 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 together 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 Class B Common Stock Option, the Fund on behalf "Options") to purchase from Nabisco, at the times set forth herein, such number of shares of Nonvoting Stock as is necessary to allow the Portfolio Holdings Entities to own 80 percent of each class of outstanding Nonvoting Stock. The Nonvoting Stock Option shall promptly deliver be assignable, in whole or in part and from time to Custodian a Certificate specifying with respect time, by Holdings to any Holdings Entity. The exercise price for the shares of Nonvoting Stock purchased pursuant to the Nonvoting Stock Option shall be the price at which such Nonvoting Stock is then being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject sold 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 agreementthird parties.
(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:
Appears in 2 contracts
Sources: Corporate Agreement (Nabisco Group Holdings Corp), Corporate Agreement (Nabisco Inc)
Options. At the Effective Time, each option to purchase a share of the Company Common Stock (a) Purchase of Options by a Portfolio Upon the purchase by a Portfolio of any Option (as defined below)an "Option" and, collectively, the Fund on behalf "Options") outstanding and unexercised as of the Portfolio shall promptly deliver Effective Time granted pursuant to the Custodian a certificate signed by an appropriate officer 1985 Incentive Stock Option Plan, the 1985 Non-Qualified Stock Option Plan, the 1995 Long Term Incentive Stock Plan, any other equity-based plans or agreements of or with the Fund (a "Certificate") specifying Company, any of its Subsidiaries or SRH providing for the granting of options with respect to each Company Common Stock (collectively, the "Company Stock Option Plans") shall be canceled, whether or not then exercisable or vested, and shall represent the right to receive the following consideration in settlement thereof. With respect to any Option which is, as of the Effective Time, vested, the Successor Corporation (or any trust that is adopted in connection with any such Company Stock Option Plan) shall pay to the optionholder thereof the excess, if any, of the Merger Consideration over 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 's 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 price (the "Clearing AgentOption Spread")) as soon as practicable after the Effective Time. Upon receipt of a Clearing Agent's confirmation With respect to any Option which is not, as of the purchase of Effective Time, vested, the Successor Corporation (or any trust that is adopted in connection with any such Company Stock Option Plan) shall pay to the optionholder thereof the Option held by Spread as soon as practicable after the date when (but only if) 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 madeOption would otherwise have vested had such Option not been canceled pursuant hereto; 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) abovehowever, 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 any optionholder whose employment is terminated without cause by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to Successor Corporation or any of its Subsidiaries while 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 would have been outstanding had it not been canceled 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 Optionhereto, such receipts as are required in accordance with the customs prevailing among brokers in Covered Call Options, and Option shall impose, or direct the Securities Depository or Book Entry Account be deemed 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 vest 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) termination. At the name Effective Time, each option to purchase a share of the Clearing Agent to whom SRH Common Stock (as defined in Section 4.2) (a "SRH Option" and, collectively, the premium is to be paid. Upon Custodian's payment "SRH Options") outstanding and unexercised as of the premium and the return and/or cancellation of any receipt issued Effective Time granted pursuant to subsection (e) the 1989 Stock Option Plan, any other equity-based plans or agreements of this Section 14 or with SRH or any of its Subsidiaries providing for the granting of options with respect to the Covered Call option being liquidated through the Closing Purchase Transaction, Custodian shall SRH Common Stock (A) remove, or direct the Securities Depository or Book Entry Account to removecollectively, the previously imposed restriction "SRH Stock Option Plans") shall be canceled, whether or not then exercisable or vested, and shall represent the right to receive the following consideration in settlement thereof. With respect to any SRH Option which is, as of the Effective Time, vested, SRH (or any trust that is adopted in connection with any such SRH Stock Option Plan) shall pay to the optionholder thereof the excess, if any, of the Merger Consideration over such SRH Option's exercise price (the "SRH Option Spread") as soon as practicable after the Effective Time. With respect to any SRH Option which is not, as of the Effective Time, vested, SRH (or any trust that is adopted in connection with any such SRH Stock Option Plan) shall pay to the optionholder thereof the SRH Option Spread as soon as practicable after the date when (but only if) such SRH Option would otherwise have vested had such SRH Option not been canceled pursuant hereto; provided, however, with respect to any optionholder whose employment is terminated without cause by SRH or any of its Subsidiaries while such SRH Option would have been outstanding had it not been canceled pursuant hereto, such SRH Option shall be deemed to vest on the securities underlying date of such termination. Notwithstanding the Covered Call Optionforegoing, and (B) delete such Option from statements delivered no optionholder shall be entitled to any payment hereunder unless he or she delivers to Parent a consent to the Fund cancellation of the Option or SRH Option (as the case may be) in a form to be prescribed by Custodian Parent. All payments made 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 1.6 shall be reduced by a Portfolio all applicable withholding taxes 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 therewithother similar charges.
(i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:
Appears in 2 contracts
Sources: Transaction Agreement and Plan of Merger (Republic New York Corp), Transaction Agreement and Plan of Merger (HSBC Holdings PLC)
Options. At the Effective Time, all employee and director stock options to purchase shares of USBC Common Stock (a) Purchase of Options by each, a Portfolio Upon the purchase by a Portfolio of any Option (as defined below"USBC Stock Option"), which are then outstanding and unexercised, shall cease to represent a right to acquire shares of USBC Common Stock and shall be converted automatically into options to purchase shares of FBS Common Stock, and FBS shall assume each such USBC Stock Option subject to the Fund on behalf terms thereof, including but not limited to the accelerated vesting of such options which shall occur in connection with and by virtue of the Portfolio shall promptly deliver Merger as and to the Custodian a certificate signed extent required by an appropriate officer of the Fund (a "Certificate") specifying with respect to each plans and agreements governing such Option: USBC Stock Options; provided, however, that from and after the Effective Time, (i) whether the number of shares of FBS Common Stock purchasable upon exercise of such USBC Stock Option is a put or call Option; shall be equal to the number of shares of USBC Common Stock that were purchasable under such USBC Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and rounding to the nearest whole share, and (ii) the name per share exercise price under each such USBC Stock Option shall be adjusted by dividing the per share exercise price of each such USBC Stock Option by the issuer of the securities subject Exchange Ratio, and rounding down to the nearest cent. The terms of each USBC Stock 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 Portfolioshall, 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) aboveits terms, the Fund on behalf of the Portfolio shall promptly deliver be subject to Custodian a Certificate specifying further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction with respect to such sale: (i) the type of Option (put FBS Common Stock on or call); (ii) the name of the issuer of the securities subject subsequent to the Effective Date. Notwithstanding the foregoing, each USBC Stock 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 which is intended 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 be an "incentive stock option" (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf in Section 422 of the Portfolio Code) 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 adjusted 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 requirements of Section 424 of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliverCode. Accordingly, 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 any incentive stock options, fractional shares shall be rounded down 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 nearest whole number of such securities; (iii) shares and where necessary the per share exercise price; (iv) the premium to price shall 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 rounded down 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 agreementnearest cent.
(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:
Appears in 2 contracts
Sources: Merger Agreement (Us Bancorp /Or/), Merger Agreement (First Bank System Inc)
Options. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall take any actions necessary, including adopting appropriate resolutions, to provide that, concurrent with the Effective Time: (a) Purchase each outstanding, unexpired and unexercised option to purchase Company Common Stock (the “Company Options”) granted under the stock plans of Options by a Portfolio Upon the purchase by a Portfolio of Company or under any Option individual consultant, employee or director agreement (as defined belowthe “Company Stock Plans”), whether or not then exercisable, conditioned or vested, shall fully vest and be deemed to be exercised and cancelled and each holder of a Company Option shall receive at the Fund on behalf Effective Time (or as soon as practicable thereafter, but in any event no later than three Business Days after the Closing Date), in consideration of the Portfolio shall promptly deliver deemed exercise and cancellation of such Company Option, a payment by the Surviving Corporation (or, at Parent’s option, Parent) in cash (subject to any applicable withholding or other Taxes required to be withheld by applicable Law), without interest, in an amount equal to the Custodian a certificate signed by an appropriate officer product 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; (vix) the total amount payable to the Portfolio upon such sale; and (vii) the name number of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery shares 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 Company Common Stock subject to such Call Company Option (assuming such Company Option is fully vested and the title currently exercisable) and number of such securities; (iiy) the expiration date; (iii) excess, if any, of the date of exercise and settlement; (iv) Merger Consideration over the exercise price per share; share of Company Common Stock subject to such Company Option (vsuch amounts payable hereunder being referred to as the “Option Payments”) the total amount and (b) each right of any kind, contingent or accrued, to be paid receive shares of Company Common Stock or benefits measured by the Portfolio upon such exercise; value of a number of shares of Company Common Stock, and each award of any kind consisting of shares of Company Common Stock, granted under Company Stock Plans (vi) including restricted stock, restricted stock units, deferred stock and performance awards), other than Company Options (each, a “Company Stock-Based Award”), whether or not then vested, shall vest on 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 terms set forth in the applicable Company Stock Plan and related agreements (or, if 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) hereofCompany-Stock Based Awards would not otherwise vest, the Fund on behalf of the Portfolio Company Board shall deliver cause such Company-Stock Based Awards 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 vest in accordance with the customs prevailing among brokers in Covered Call Optionsapplicable Company Stock Plan), and shall imposebe cancelled and each beneficiary of a Company Stock-Based Award providing for such beneficiary to receive shares of Company Common Stock shall, or direct the Securities Depository or Book Entry Account in lieu thereof, be entitled to, and shall be paid pursuant 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 exercisedSection 3.2, the Fund Merger Consideration payable pursuant to Section 3.1.1 in respect of such shares of Company Common Stock; provided, however, that the balance of any performance shares granted in 2006 and listed on behalf Appendix A of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliver, or to direct Company Disclosure Schedule which have not yet vested at the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name date 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 Closing after giving effect 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 pro-ration language set forth in the 2006 Performance Share Award Agreement for such Certificate.
(g) Whenever a Portfolio purchases any grants shall not vest and shall be canceled. At and after the Effective Time, each Company Option identical and each Company Stock-Based Award shall be cancelled and shall only entitle the holder thereof to a previously written Covered Call Option payment as 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 agreement3.5.
(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:
Appears in 2 contracts
Sources: Agreement and Plan of Merger (LKQ Corp), Merger Agreement (Keystone Automotive Industries Inc)
Options. (a) Purchase For purposes of Options by a Portfolio Upon this Agreement, the term “Option” means each outstanding unexercised option to purchase by a Portfolio Common Shares, whether or not then vested or fully exercisable, granted on or prior to the date hereof to any current or former employee or director of the Company or any subsidiary of the Company or any other person, whether under any stock option plan or otherwise (including, without limitation, under the Company’s Amended and Restated Stock Option Plan for Directors, Amended and Restated 1995 Stock Option Plan, 1997 European Stock Option Plan (as defined belowDutch, U.K. and French Sub-Plan Versions), 1998 Stock Option Plan, 1998 Singapore Stock Option Plan, Australian Stock Option Plan, German Stock Option Plan or Argentinean Stock Option Plan, as amended) (collectively, 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"“Stock Plans”). 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 The Company shall take all actions necessary so that (i) immediately prior to the Effective Time, each outstanding Option that has a per-share exercise price less than the Merger Consideration (the “Cash-Pay Options”) shall become immediately vested and exercisable in full and (ii) at the Effective Time, all Options by a Portfolio Upon the sale of any Option purchased by a Portfolio shall be canceled, in each case, in accordance with subsection (a) above, and pursuant to the Fund on behalf terms of the Portfolio shall Stock Plans under which such Options were granted. In consideration of such cancellation, each holder of a Cash-Pay Option canceled in accordance with this Section 2.02(b) will be entitled to receive in settlement of such Cash-Pay Option as promptly deliver as practicable following the Effective Time, but in no event later than 10 business days after the Effective Time, a cash payment from the Surviving Corporation, subject to Custodian a Certificate specifying with respect any required withholding of taxes, equal to such sale: the product of (i) the type total number of Common Shares otherwise issuable upon exercise of such Cash-Pay Option (put or call); and (ii) the name of Merger Consideration per Common Share less the issuer of the securities subject to the Option and the title and number applicable exercise price per Common Share otherwise issuable upon exercise of such securitiesCash-Pay Option (the “Cash-Pay Option Consideration”); (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 provided, however, that with respect to such Option against payment any person subject to Custodian Section 16 of the total Securities Exchange Act of 1934, as amended (the “Exchange Act”), any such amount payable shall be paid as soon as practicable after the first date payment can be made without liability to such person under Section 16(b) of the Portfolio; provided that Exchange Act. The Company Board will fully accelerate the same conforms to vesting schedule of the total amount payable as set forth in such CertificateOptions issued under the Stock Plans.
(c) Upon Following the Effective Time and as a prerequisite to receiving their Cash-Pay Option Consideration, each holder of an Option whose exercise by price is less than the Portfolio of any Call Option (as defined below) purchased by Merger Consideration per Common Share shall be required to execute a written acknowledgment to 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: effect that (i) the name payment of the issuer of Cash-Pay Option Consideration, if any, will satisfy in full the securities subject Company’s obligation to such Call person pursuant to such Option and the title and number of such securities; (ii) subject to the expiration date; (iii) payment of the date Cash-Pay Option Consideration, if any, such Option held by such holder shall, without any action on the part of exercise the Company or the holder, be deemed terminated, canceled, void and settlement; (iv) of no further force and effect as between the exercise price per share; (v) Company and the total amount holder and neither party shall have any further rights or obligations with respect thereto. Such written acknowledgment shall be in a form to be paid agreed upon 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 agreementparties hereto.
(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) Between the date of exercise this Agreement and settlement; the Effective Time, the Company shall take all necessary action to provide that the Company’s Amended and Restated Employee Stock Purchase Plan (ivthe “ESPP”) the exercise price per share; (v) the total amount and all options or other rights to be paid purchase shares of Company Common Stock outstanding immediately prior to the Portfolio upon such exercise; and (vi) Effective Time granted under the name ESPP shall be terminated immediately prior to the Effective Time. The Company shall refund the payroll deductions credited to each participant’s account under the ESPP, without interest, in accordance with the terms 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 agreementESPP.
(e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect Prior to securities held by Custodian hereunderthe Effective Time, the Fund on behalf of Company shall take all actions that are necessary to give effect to 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 transactions contemplated 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 receiptsthis Section 2.02.
(f) Whenever Covered Call Option written Except as otherwise provided herein or agreed to in writing by a Portfolio Merger Sub and described the Company or as may be necessary to administer Options remaining outstanding following the Effective Time, the ESPP shall terminate effective as of the date hereof and no participant in the preceding subsection (e) is exercisedESPP shall thereafter be granted any rights thereunder to acquire any equity securities of the Company, the Fund on behalf Surviving Corporation, Parent or any subsidiary of any 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 Certificateforegoing.
(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:
Appears in 2 contracts
Sources: Merger Agreement (Datastream Systems Inc), Merger Agreement (Magellan Holdings, Inc.)
Options. At the Effective Time, each option (aeach, a “Company Option”) Purchase to purchase shares of Options by Company Common Stock that is outstanding immediately prior to the Effective Time shall cease to represent a Portfolio Upon the purchase by right to acquire shares of Company Common Stock and shall be automatically converted into an option to acquire shares of Parent Class A Stock (a Portfolio of any Option (as defined below“Parent Merger Option”), on the Fund on behalf same terms and conditions (including any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration thereof pursuant to the existing terms of the Portfolio shall promptly deliver relevant equity plans of the Company or applicable award agreement by reason of the transactions contemplated hereby) as were applicable under such Company Option as of immediately prior to the Custodian Effective Time, subject to adjustment as provided in this Section 1.11. The number of shares of Parent Class A Stock subject to the Parent Merger Option into which a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying with respect Company Option is converted shall be equal to each such Option: (i) whether the number of shares of Company Common Stock subject to the Company Option is a put or call Option; immediately prior to the Effective Time multiplied by (ii) the name Exchange Ratio, rounded down, if necessary, to the nearest whole share of Parent Class A Stock, and such Parent Merger Option shall have an exercise price per full share of Parent Class A Stock equal to (A) the exercise price of the issuer Company Option per share of Company Common Stock divided by (B) the Exchange Ratio, rounded up, if necessary, to the nearest whole cent; provided, that (1) in the case of any Company Option to which Section 421 of the securities Code applies as of the Effective Time by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Parent Class A Stock subject to the Option such option and the title terms and number conditions of exercise of such securitiesoption shall be determined in a manner consistent with the requirements of Section 424(a) of the Code; and (iii) the expiration date: (iv2) the exercise price; (v) , the date number of purchase shares of Parent Class A Stock subject to, and settlement; (vi) the premium to terms and conditions of exercise of each Parent Merger Option shall also be paid by determined in a manner consistent with the Portfolio; and (vii) the name requirements of Section 409A of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent")Code. 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 At or prior to the Clearing Agent through whom the purchase was made; providedEffective Time, that such premium conforms Parent shall take all corporate action necessary to the total premium payable as set forth in such Certificate.
(b) Sale reserve for issuance sufficient shares 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 Parent Class A Stock for delivery 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 Parent Merger Options. As soon as practicable after the Put Option Effective Time, Parent shall file a registration statement on Form S-8 (A) deliver or cause the Securities Depository any successor or Book Entry Account to deliverother appropriate forms), 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 shares of the issuer of the securities Parent Class A Stock subject to such Option options and shall use its commercially reasonable efforts to maintain the title and number effectiveness of such securities; registration statement (iii) and maintain 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 current status 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 (eprospectus or prospectuses contained therein) 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 for so long as such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreementoptions remain outstanding.
(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:
Appears in 2 contracts
Sources: Merger Agreement (CalAtlantic Group, Inc.), Merger Agreement (Lennar Corp /New/)
Options. (a) Purchase of Options by a Portfolio Upon the purchase by a Portfolio of any Option (Except as defined belowset forth in Section 3.1(e), the Fund on behalf Company shall cause all Common Options, whether or not vested, that are outstanding immediately prior to the Effective Time, to be cancelled as of the Portfolio Effective Time, and in exchange therefor, the Surviving Corporation shall promptly deliver pay to the Custodian a certificate signed by an appropriate officer each Common Optionholder, in consideration of the Fund (a "Certificate") specifying with respect to each cancellation of such Common Option: (i) whether an amount in cash equal to the product of (x) the excess, if any, of (A) the Per Share Portion of the Estimated Merger Consideration over (B) the applicable exercise price per share of Company Common Stock issuable under such Common Option, multiplied by (y) the number of shares of Company Common Stock subject to such Common Option is a put or call (the “Exercise Number” for such Common Option) (the “Estimated Common Option Merger Consideration”); and (ii) an amount in cash equal to the name product of (x) the Exercise Number for such Common Option multiplied by (y) the excess, if any, of (A) the sum of the issuer Per Share Portion of any Additional Merger Consideration and the Per Share Portion of the securities subject to Estimated Merger Consideration over (B) the sum of the applicable exercise price per share of Company Common Stock issuable under such Common 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 amount, if any, of the registered broker-dealer who is acting as the clearing agent excess described in clause (i)(x) of this Section 3.1(d) (the "Clearing Agent"“Additional Common Option Merger Consideration”). Upon receipt No holder of a Clearing Agent's confirmation Common Option that has an exercise price per share that is equal to or greater than the Per Share Portion of the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian Estimated Merger Consideration shall pay the premium payable be entitled 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 payment with respect to such sale: Common Option before or after the Effective Time and all such Common Options shall be cancelled for no consideration. All payments of (i1) Estimated Common Option Merger Consideration shall be made (without interest) no later than the type of next payroll payment to such Common Optionholders but in no event sooner than three (3) Business Days after the Closing Date and (2) Additional Common Option Merger Consideration shall be made (put or call); without interest) no later than the next payroll date that is no earlier than three (ii3) the name of the issuer of the securities subject to the Option and the title and number of such securities; (iii) Business Days after the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable Surviving Corporation receives any Additional Common Option Merger Connection 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 Common Optionholders, or, if such Common Optionholder is not employed by the Clearing Agent Company on such date, by check. The aggregate consideration to 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 Common Optionholders become entitled 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 this 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 (e3.1(d) is exercised, collectively referred to herein as the Fund on behalf of the Portfolio “Common Option Merger Consideration.” The Company 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" take all necessary actions 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 effectuate 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 agreement3.1(d).
(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:
Appears in 2 contracts
Sources: Merger Agreement (Epicor Software Corp), Merger Agreement (Activant Solutions Inc /De/)
Options. (a) Purchase At the Effective Time, each Company Stock Option shall cease to represent a right to acquire shares of Options by a Portfolio Upon the Company Common Stock and shall be converted automatically into an option to purchase by a Portfolio shares of any Acquiror Common Stock, and Acquiror shall assume each such Company Stock Option (as defined below), the Fund on behalf of the Portfolio shall promptly deliver subject to the Custodian a certificate signed by an appropriate officer of terms thereof; provided, however, that from and after the Fund (a "Certificate") specifying with respect to each such Option: Effective Time, (i) whether the number of shares of Acquiror Common Stock purchasable upon exercise of such Company Stock Option is a put or call Option; shall be equal to the number of shares of Company Common Stock that were purchasable under such Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and rounding to the nearest whole share, and (ii) the name per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price of each such Company Stock Option by the Exchange Ratio, and rounding down to the nearest cent. The terms of each Company Stock Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction with respect to Acquiror Common Stock on or subsequent to the Effective Date. Notwithstanding the foregoing, each Company Stock Option which is intended to be an "incentive stock option" (as defined in Section 422 of the issuer Code) shall be adjusted in accordance with the requirements of Section 424 of the securities subject Code. Accordingly, with respect to any incentive stock options, fractional shares shall be rounded down to the nearest whole number of shares and where necessary the per share exercise price shall be rounded down to the nearest cent.
(b) In order to effectuate the adjustment of the Company Stock Options provided for in the proviso to Section 3.06(a), the Company represents and warrants to, and agrees with, the Acquiror that the Company (or as appropriate, the Company Board) shall take all action required to be taken such that (i) holders of Stock Options issued under the Company's Incentive Stock Option Plan will not receive the cash payment for such Stock Options as provided in the second sentence of Section 10 of such Plan (which shall be effected either by resolving that this Agreement and the title transactions contemplated hereby (including the Company Meeting and number any Merger) do not constitute a "Change of Control" for purposes of such securities; (iii) Section or by taking such other action with the expiration date: (iv) the exercise price; (v) prior consent of Acquiror, provided that such other action is taken prior to the date on which a "Change of purchase Control" would otherwise occur in the absence of the Company Board resolution to the contrary) and settlement; (viii) under Section 11 of the premium Company's Incentive Stock Option Plan, at the Effective Time, all Company Stock Options shall be adjusted as provided in Section 3.06(a) (and shall not be canceled in exchange for payment as contemplated by clause (ii) of the first sentence of that Section). Notwithstanding any other provision in this Agreement, the Company shall be permitted to take such action or to cause such action to be paid by taken as may be required for each Company Stock Option (x) to fully vest and become immediately exercisable at the Portfolio; Effective Time and (viiy) to remain exercisable after the name Effective Time for the remaining term of such Company Stock Option, in both cases notwithstanding the action of the registered broker-dealer who is acting as Company referred to in the clearing agent first sentence of this Section 3.06(b).
(c) At or prior to the "Clearing Agent"). Upon receipt of a Clearing AgentEffective Time, the Company shall take all action necessary with respect to the Company's confirmation Incentive Stock Option Plan to permit the assumption of the purchase then outstanding Company Stock Options by Acquiror pursuant to this Section. The Company shall take all action necessary, including obtaining any required consents from optionees, to provide that following the Effective Time no participant in the Company's Incentive Stock Option Plan or other plans, programs or arrangements of the Company or any of its Subsidiaries shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary thereof and to permit Acquiror to assume the Company's Incentive Stock Option held by such Clearing Agent for Plan. The Company shall further take all action necessary to amend the account of Custodian as custodian for Company's Incentive Stock Option Plan to eliminate automatic grants or awards thereunder, if any, following the PortfolioEffective Time. At the Effective Time, Custodian Acquiror shall pay assume the premium payable to the Clearing Agent through whom the purchase was madeCompany's Incentive Stock Option Plan; provided, that such premium conforms to the total premium payable as set forth assumption shall be only 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 respect of the Portfolio assumed Company Stock Options and that Acquiror shall promptly deliver to Custodian a Certificate specifying have no obligation with respect to any awards under the Company's Incentive Stock Option Plan other than the assumed Company Stock Options or to make any additional grants or awards under 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 agreementassumed plan.
(d) Upon the exercise by The Acquiror shall take all corporate action necessary to reserve for issuance a Portfolio sufficient number of any Put Option (as defined below) purchased by the Portfolio shares of Acquiror Common Stock for delivery pursuant to subsection (a) hereofthe terms set forth in this Section 3.06. Subject to any applicable limitations under the Securities Act, the Fund on behalf of the Portfolio Acquiror shall deliver to Custodian a Certificate specifying with respect to such Put Option: either (i) the name file a registration statement on Form S-8 (or any successor form), effective as 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 deliverEffective Time, 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 shares of Acquiror Common Stock issuable upon exercise of the transaction is a Closing Purchase Transaction; Stock Options, or (ii) file any necessary amendments to the name Company's previously filed registration statement(s) on Form S-8 in order that the Acquiror will be deemed a "successor registrant" thereunder, and, in either event the Acquiror shall use its reasonable best efforts to maintain the effectiveness of such registration statement(s) (and maintain the current status of the issuer of the securities subject to prospectus or prospectuses relating thereto) for so long as 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 options 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 agreementremain outstanding.
(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:
Appears in 2 contracts
Sources: Agreement and Plan of Combination (North American Mortgage Co), Agreement and Plan of Combination (Dime Bancorp Inc)
Options. (a) Purchase At the Effective Time, each option granted by FNB to purchase shares of Options by FNB Common Stock which is outstanding and unexercised immediately prior thereto shall cease to represent a Portfolio Upon right to acquire shares of FNB Common Stock and shall be converted automatically into an option to purchase shares of LSB Common Stock in an amount and at an exercise price determined as provided below (and otherwise subject to the purchase by a Portfolio terms of any Option the FNB Stock Plans (as defined below), ) and 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: agreements evidencing grants thereunder):
(i) whether The number of shares of LSB Common Stock to be subject to the Option is a put or call Optionnew option shall be equal to the product of the number of shares of FNB Common Stock subject to the original option and the Exchange Ratio, provided that any fractional shares of LSB Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and
(ii) The exercise price per share of LSB Common Stock under the name of the issuer of the securities subject new option shall be equal to the Option and exercise price per share of FNB Common Stock under 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 original option divided 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 Exchange Ratio, provided that such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian exercise price shall pay the premium payable be rounded 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 Certificatenearest whole cent.
(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 The adjustment provided herein 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 any options 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 are “incentive stock options” (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf in Section 422 of the Portfolio Internal Revenue Code of 1986, as amended (the “Code”)), shall promptly deliver be and is intended to Custodian be effected in a Certificate specifying manner which is consistent with respect to such Call Option: (iSection 424(a) the name of the issuer Code. The duration and other terms of the securities subject new option shall be the same as the original option except that all references 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 FNB shall be deemed 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 references 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 agreementLSB.
(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:
Appears in 2 contracts
Sources: Merger Agreement (LSB Bancshares Inc /Nc/), Merger Agreement (FNB Financial Services Corp)
Options. Schedule 2.8 of the Camco Disclosure Schedules (adefined hereafter) Purchase sets forth all of Options by a Portfolio the Camco stock option plans (“Camco Option Plans”) and all grantees holding unexercised and unexpired options to acquire Camco Common Stock (“Camco Options”) as of the date of this Agreement (“Camco Optionholder”), including the name of each such Camco Optionholder, the date on which each Camco Option was granted, the expiration date of each Camco Option, the price at which each Camco Option may be exercised under the Camco Option Plans, the number of shares of Camco Common Stock subject to each Camco Option and the status of the Camco Option grant as qualified or non-qualified under Section 422 of the Code. Upon the Effective Date, each Camco Option which is then outstanding shall cease to represent a right to acquire shares of Camco Common Stock and shall be converted automatically into an option to purchase by a Portfolio shares of any Option (as defined below)First Place Common Stock, and First Place shall assume each such Camco Option, in accordance with the Fund on behalf terms of the Portfolio shall promptly deliver to Camco Stock Option Plans and stock option or other agreement by which it is evidenced, except that from and after the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying with respect to each such Option: Effective Time, (i) whether First Place and the Compensation Committee of its Board of Directors shall be substituted for Camco and the committee of the Board of Directors of Camco (including, if applicable, the entire Board of Directors of Camco) administering such Camco Option is a put or call Option; Plans, (ii) the name each Camco Option assumed by First Place may be exercised solely for shares of the issuer of the securities subject to the Option and the title and number of such securities; First Place Common Stock, (iii) the expiration date: number of shares of First Place Common Stock subject to such Camco Option shall be equal to the number of shares of Camco Common Stock subject to such Camco Option immediately prior to the Effective Time multiplied by the Exchange Ratio (as may be adjusted), provided that any fractional shares of First Place Common Stock resulting from such multiplication shall be rounded down to the nearest share, and (iv) the per share exercise price; (v) price under each such Camco Option shall be adjusted by dividing the date of purchase and settlement; (vi) the premium to be paid per share exercise price under each such Camco Option by the Portfolio; Exchange Ratio (as may be adjusted), provided that such exercise price shall be rounded up to the nearest cent. Notwithstanding clauses (iii) and (viiiv) 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 Portfoliopreceding sentence, 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) each Camco Option shall be adjusted in compliance with Section 409A of the type of Option (put or call); Code, and the regulations promulgated thereunder, and (ii) the name each Camco Option which is an “incentive stock option” shall be adjusted as required by Section 424 of the issuer Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the securities subject to option within the Option and the title and number meaning of such securities; (iiiSection 424(h) 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 Code. First Place and Camco agree to take all necessary steps to effect 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) foregoing provisions 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 agreement2.8.
(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:
Appears in 2 contracts
Sources: Merger Agreement (Camco Financial Corp), Merger Agreement (First Place Financial Corp /De/)
Options. (a) Purchase of All outstanding RedChip 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 date of this Agreement are set forth on Schedule 2.6(c) attached hereto. Each outstanding RedChip Option granted under the RedChip Stock Option Plan shall, in accordance with the terms of the RedChip Stock Option Plan, at the Effective Time, become fully vested and exercisable at the exercise price and for the number of shares of RedChip Stock set forth in the respective RedChip Stock Option Agreements under which they were granted. Any shares of RedChip Stock for which such RedChip Options are exercised prior to the Custodian a certificate signed Effective Time shall be deemed to be issued and outstanding immediately prior to the Effective Time, even if certificates evidencing such RedChip Stock have not been issued by an appropriate officer RedChip and, at the Effective Time, such shares of RedChip Stock shall be converted into Merger Shares in accordance with Section 2.6 hereof, subject to the Fund provisions of Section 2.6(h) hereof, related to fractional shares. Except to the extent exercised prior to the Effective Time as provided in the foregoing sentence, at the Effective Time, each outstanding RedChip Option shall terminate and shall cease to represent the right to acquire shares of RedChip Stock. FRT shall grant to each holder of RedChip Options who did not exercise his or her RedChip Options prior to the Effective Time (a and which were terminated at the Effective Time) options (the "CertificateSubstitute Options") specifying with respect to each purchase the number of shares of FRT Stock as the holder of such OptionRedChip Options would have been entitled to receive pursuant to the Merger had such holder exercised such RedChip Options in full immediately prior to the Effective Time, at a price per share equal to the result of multiplying the per share exercise price of such RedChip Option by the Exchange Ratio (rounded to the nearest full cent). The Substitute Options shall vest as follows: (i) whether for the Option is a put or call Option; RedChip Options which were vested immediately prior to the Effective Time (without regard to the acceleration of vesting due to the Merger), the Substitute Options shall be immediately exercisable at the time of grant and (ii) for the name RedChip Options which were unvested immediately prior to the Effective Time (without regard to the acceleration of vesting due to the Merger), the Substitute Options shall vest over the shorter period of (x) the two year period beginning at the Effective Time and (y) the vesting schedule of the issuer original RedChip Options (without regard to any acceleration thereof). Notwithstanding the foregoing, the number of the securities subject to the Option and the title and number per share exercise price 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 each RedChip Option which is acting as the clearing agent (the an "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 incentive stock option" (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf in Section 422 of the Portfolio Code) 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 adjusted 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 requirements of Section 424 of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliverCode, or to direct the Securities Depository or Book Entry Account to deliver, the securities subject to as necessary in order for such Covered Call RedChip 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) hereofan "incentive stock option." Accordingly, 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 any incentive stock options, fractional shares of FRT Stock shall be rounded down 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 nearest whole number of such securities; (iii) shares and, where necessary, the per share exercise price; (iv) the premium to price shall 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 rounded up 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 agreementnearest cent.
(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:
Appears in 2 contracts
Sources: Merger Agreement (Freerealtime Com Inc), Merger Agreement (Freerealtime Com Inc)
Options. (a) Purchase The Buyer shall have the option for the construction by the Builder of Options by a Portfolio Upon one additional vessel as stated in Box 27 at the purchase by a Portfolio of any Option delivery date and the contract price stated in Box 28 (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: (ithe delivery date and the contract price, Clause 46(b)-(f) whether below shall however apply), but otherwise on the Option is a put or call Option; (ii) same terms and conditions as this Contract with logical amendments. Such option must be declared by the name of the issuer of the securities subject Buyer to the Option and Builder within the title and number of such securities; (iii) months stated in Box 29 following the expiration date: (iv) the exercise price; (v) the effective date of purchase and settlement; this Contract (vi) the premium to be paid by the Portfolio; and see Clause 44 (vii) the name Effective date of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"Contract). 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 Parties agree that the sale of contract price for the option vessel shall be the contract price stated in Box 28. However, if there is any Option purchased by a Portfolio in accordance with subsection (a) above, the Fund on behalf variation to any of the Portfolio shall promptly deliver prices that are charged to Custodian a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) Builder by the name suppliers of the issuer major pieces of the securities subject to the Option and the title and number equipment as set out in Annex F (Price of such securities; (iiiMajor Equipment N1130) between the date of sale; (iv) the sales price; (v) this Contract and the date of settlement; the shipbuilding contract to be entered into for the option vessel then the contract price for the option vessel shall be revised accordingly (vi) upwards or downwards, as applicable). The Builder must provide documentation proving 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 Certificatevariations.
(c) Upon the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) aboveFurthermore, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: if there is:
(i) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; [REDACTED]
(ii) the expiration date; [REDACTED]
(iii) [REDACTED] then Annex E (Price Variation Mechanism for Option Vessel) shall be applied in order to determine whether (and in the date of exercise and settlement; (ivaffirmative to what extent) the exercise contract 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 option vessel shall be revised, upwards or downwards, due to these variations. The Builder must provide documentation proving 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 agreementvariations.
(d) Upon Furthermore, if the exercise by a Portfolio of any Put Option price charged to the Builder for the leg rack and scale plating material for the chords (as defined belowthe price charged for the material only, excluding fabrication, cutting, bending and welding and other costs) purchased on the date when the option is declared by the Portfolio pursuant to subsection (a) hereof, Buyer is higher or lower than the Fund on behalf highest of the Portfolio following amounts by more than 3%: · [REDACTED] · [REDACTED] · [REDACTED] then the contract price for the option vessel shall deliver to Custodian a Certificate specifying with respect to such Put Option: (i) be revised accordingly for the name amount in excess of the issuer of 3% (upwards or downwards, as applicable). The Builder must provide documentation proving 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 agreementabovementioned prices.
(e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect If the contract price for the option vessel shall be revised upwards or downwards due to securities held by Custodian hereunderany of the variations/price changes set out in Clause 46(b)-(d), the Fund on behalf Builder shall notify the Buyer in writing no later than 30 calendar days after the Buyer has declared the option (and in any event before the shipbuilding contract for the option vessel is signed). Such notice shall include the revised contract price and the necessary calculations in that respect as well as documentation proving the variations/price changes. If the Builder does not provide such notice before the expiry of the Portfolio deadline (no later than 30 calendar days after the Buyer has declared the option and in any event before the shipbuilding contract for the option vessel is signed), the Builder shall not be entitled to demand that the contract price is revised upwards. The Buyer is not obliged to accept the revised contract price. If the Buyer considers that the revised contract price is not acceptable, the Buyer shall be entitled to withdraw the declaration of the option and neither Party shall have any liability to the other whatsoever or howsoever arising in that regard. The Buyer shall inform the Builder whether it accepts the revised contract price within 10 working days after the Buyer has received the Builder's notice with correct calculations and full documentation as set out above. If the Buyer does not accept the revised contract price, or if the Buyer does not inform the Builder whether it accepts the revised contract price within 10 working days after the Buyer has received the Builder's notice with correct calculations and full documentation as set out above, the Buyer shall be deemed to have withdrawn the declaration of the option and neither Party shall have any liability to the other whatsoever or howsoever arising in that regard. The Buyer is always entitled to request - and the Builder shall promptly deliver - the documentation which is necessary 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 receiptsascertain whether there have been any relevant variations/price changes.
(f) Whenever Covered Call Option written by The Parties agree that the delivery date for the option vessel shall be the delivery date stated in Box 28. However, if the Builder is unable to meet this delivery date when the Buyer declares the option due to the delivery schedules/slots of the Sub-Contractors supplying the major pieces of equipment set out in Annex F (Price of Major Equipment N1130), then the Builder shall notify the Buyer in writing no later than 30 calendar days after the Buyer has declared the option (and in any event before the shipbuilding contract for the option vessel is signed). The notice shall include a Portfolio proposal for a new delivery date, which shall be reasonable considering the aforementioned delivery schedules/slots. Documentation for the delivery schedules/slots of the Sub-Contractors shall also be included. If the Builder does not provide such notice before the expiry of the deadline (no later than 30 calendar days after the Buyer has declared the option and described in any event before the preceding subsection (e) shipbuilding contract for the option vessel is exercisedsigned), the Fund on behalf delivery date shall be the delivery date stated in Box 28 (7 months after the Contractual Date of Delivery in this Contract). The Buyer is not obliged to accept the Builder's proposal for a new delivery date. If the Buyer considers that the new delivery date is not acceptable, the Buyer shall be entitled to withdraw the declaration of the Portfolio option and neither Party shall promptly deliver have any liability to Custodian the other whatsoever or howsoever arising in that regard. The Buyer shall inform the Builder whether it accepts the Builder's proposal for a Certificate instructing Custodian to delivernew delivery date within 10 working days after the Buyer has received the Builder's notice with reasonable proposal and full documentation as set out above. If the Buyer does not accept the Builder's proposal for a new delivery date, or to direct if the Securities Depository or Book Entry Account to deliverBuyer does not inform the Builder whether it accepts the new delivery date within 10 working days after the Buyer has received the Builder's notice with reasonable proposal and full documentation as set out above, the securities subject Buyer shall be deemed to such Covered Call Option and specifying: (i) have withdrawn the name declaration of the issuer of the securities subject to such Covered Call Option 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 neither Party shall have any liability to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliver, other whatsoever or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified howsoever arising in the Certificate for the amount to be received as set forth in such Certificatethat regard.
(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:
Appears in 2 contracts
Sources: Shipbuilding Contract (Cadeler a/S), Shipbuilding Contract (Cadeler a/S)
Options. (a) Purchase The Company shall take all reasonable commercial actions necessary to provide that all then outstanding options to acquire Shares (the “Company Options”) granted under the Company’s stock option plans referred to in Section 2.14 of Options by a Portfolio Upon the purchase by a Portfolio of any Option Company Disclosure Letter (as defined belowhereinafter defined), each as amended (collectively, the Fund “Company Option Plans”), whether or not then exercisable or vested, shall become fully exercisable and vested no later than immediately prior to the Closing. The Company shall take all reasonable commercial actions to enable each holder of Company Options to exercise his or her Company Options so as to permit the holder of Company Options to tender into the Offer the Shares received upon exercise. The Offer Documents which shall be delivered to each Non-Executive Optionholder (as hereinafter defined) shall include separate provisions pursuant to which each person holding any Company Options (other than the members of the Company’s Board of Directors and the Company’s executive officers) (such persons are hereinafter collectively referred to as the “Non-Executive Optionholders”) may elect to (i) exercise, against delivery to the Company of an undertaking to pay the Aggregate Exercise Price (as hereinafter defined) no later than the Closing Date, and otherwise on the terms set forth in this Section 1.6(a), any and all Company Options held by such Non-Executive Optionholder, such election to become effective no later than immediately prior to the Closing Date and (ii) tender into the Offer any Shares received upon the exercise of such Company Options. The Offer Documents delivered to each Non-Executive Optionholder shall require each Non-Executive Optionholder electing to tender Shares received upon exercise of Company Options in accordance with the preceding sentence to instruct and authorize the disbursing or other agent handling the Offer on behalf of the Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer Company) regarding payment and remittance of the Fund aggregate proceeds (a "Certificate") specifying with respect to each Non-Executive Optionholder, the “Aggregate Proceeds”) to which such Option: Non-Executive Optionholder shall be entitled with respect to the Shares underlying all such Company Options validly tendered and not withdrawn in the Offer. The Offer Documents shall authorize that (ix) whether there shall be remitted to the Option is a put or call Option; Company such Aggregate Proceeds, (iiy) the name Company retain, in satisfaction of the issuer undertaking of such Non-Executive Optionholder, the aggregate exercise price, plus interest, if necessary, payable to the Company upon the exercise of such Company Options (with respect to each Non-Executive Optionholder, the “Aggregate Exercise Price”) and (z) the Company remit to the subsidiary of the securities subject Company employing such Non-Executive Optionholder (the “Employing Subsidiary”) an aggregate amount equal to the Option difference between the (A) Aggregate Proceeds and (B) Aggregate Exercise Price (the title difference between (A) and number (B) is hereinafter referred to as the “Net Amount”). Promptly following receipt of the Net Amount, the Employing Subsidiary shall remit and pay to the Non-Executive Optionholder such securities; amount, net of any applicable taxes payable by such Non-Executive Optionholder (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium which taxes are required to be withheld or otherwise paid by the Portfolio; and (viiEmploying Subsidiary on behalf of such Non-Executive Optionholder) 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 in connection with Purchaser’s purchase of such Non-Executive Optionholder’s Shares in 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 CertificateOffer.
(b) Sale of Options Except as provided herein or as otherwise agreed to by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) aboveparties, the Fund on behalf Company shall use reasonable commercial efforts to ensure that as soon as possible following the Closing no holder of Company Options or any participant in the Company Option Plans shall have any right thereunder to acquire any equity securities 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 Company 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 therewithsubsidiary thereof.
(i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:
Appears in 2 contracts
Sources: Acquisition Agreement (Parker Hannifin Corp), Acquisition Agreement (Parker Hannifin Corp)
Options. (a) Purchase At the Effective Time, each outstanding option (each, a “Premier Stock Option”) to purchase shares of Options Premier Common Stock under any and all plans of Premier under which stock options have been granted and are outstanding (collectively, the “Premier Stock Plans”) shall vest pursuant to the terms thereof and shall be converted into an option (each, a “Replacement Option”) to acquire, on the same terms and conditions as were applicable under such Premier Stock Option (other than any requirement that an option be exercised within a specific time period after termination of employment or cessation of service as a non-employee director which requirement shall be waived or deleted from each option by a Portfolio Upon amendment thereto), the purchase number of shares of United Common Stock equal to (a) the number of shares of Premier Common Stock subject to the Premier Stock Option, multiplied by a Portfolio (b) the Exchange Ratio. Such product shall be rounded to the nearest whole number. The exercise price per share (rounded to the nearest whole cent) of any each Replacement Option shall equal (y) the exercise price per share for the shares of Premier Common Stock which were purchasable pursuant to such Premier Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, each Premier Stock Option which is intended to be an “incentive stock option” (as defined below), the Fund on behalf in Section 422 of the Portfolio Code) shall promptly deliver be adjusted in accordance with the requirements of Section 424 of the Code. At or prior to the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying Effective Time, Premier shall use its reasonable best efforts, including using its reasonable best efforts to obtain any necessary consents from optionees, with respect to each such Option: (i) whether the Option is a put or call Option; (ii) Premier Stock Plans to permit the name replacement of the issuer of outstanding Premier Stock Options by United pursuant to this Section and to permit United to assume the securities subject Premier Stock Plans. Premier shall further take all action necessary to amend the Option and Premier Stock Plans to eliminate automatic grants or awards thereunder following the title and number of such securities; (iii) Effective Time. At the expiration date: (iv) Effective Time, United shall assume 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 madePremier Stock Plans; provided, that such premium conforms assumption shall be only in respect of the Replacement Options and that United shall have no obligation with respect to any awards under the total premium payable as set forth in Premier Stock Plans other than the Replacement Options and shall have no obligation to make any additional grants or awards under such Certificateassumed Premier Stock Plans.
(b) Sale At all times after the Effective Time, United shall reserve for issuance such number of Options shares of United Common Stock as necessary so as to permit the exercise of options granted under the Premier Stock Plans in the manner contemplated by a Portfolio Upon this Agreement and the instruments pursuant to which such options were granted. United shall make all filings required under federal and state securities laws no later than the Effective Time so as to permit the exercise of such options and 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 shares received by the Portfolio; (v) optionee upon such exercise at and after the date Effective Time and United shall continue to make 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 filings thereafter as may be required by such receipts.
(f) Whenever Covered Call Option written by a Portfolio necessary to permit the continued exercise of options 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 sale 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 Certificateshares.
(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:
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (United Bankshares Inc/Wv), Merger Agreement (Premier Community Bankshares Inc)
Options. (a) Purchase of Options by a Portfolio Upon the purchase by a Portfolio of any Option (as defined below), the Fund on behalf As of the Portfolio shall promptly deliver Redemption Date, each outstanding option to the Custodian a certificate signed by purchase shares of Liberty Entertainment Stock (each, an appropriate officer of the Fund (a "CertificateOutstanding Liberty Entertainment Option") specifying will be split, automatically, into two option awards:
(i) an option award (an "LEI Option") to purchase the number and series of whole shares of LEI Stock which the holder would have received on the Redemption Date with respect to each the shares of Liberty Entertainment Stock subject to such Option: Outstanding Liberty Entertainment Option if the holder had exercised such Outstanding Liberty Entertainment Option immediately prior to the Redemption Date (ibut subject to any modification to the terms of such LEI Option as provided for in Section 2.4(b) whether of the Option is Merger Agreement)), with any fraction of a put or call Optionshare rounded down to the nearest whole number; and
(ii) an adjusted option award (an "Adjusted Liberty Entertainment Option") to purchase the name number and series of whole shares of Liberty Entertainment Stock which the issuer of holder would have retained immediately following the securities subject Redemption Date had the holder exercised such Outstanding Liberty Entertainment Option immediately prior to the Redemption Date, with any fraction of a share rounded down to the nearest whole number. The aggregate intrinsic value of each Outstanding Liberty Entertainment Option will be allocated between the LEI Option and the title and number of such securities; (iii) the expiration date: (iv) Adjusted Liberty Entertainment Option, with the exercise price; (v) the date price 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 each calculated in accordance with subsection the formula set forth on Schedule 3.3 (a) above, with any fraction of a cent rounded up). It is the Fund on behalf intent of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: (i) formula set forth on Schedule 3.3 that the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option exercise price and the title and number of such securities; (iii) the date shares of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable to the Portfolio upon such sale; Liberty Entertainment Stock 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 LEI Stock subject to such Call Option options shall be determined in a manner consistent with the requirements of Section 424 of the Code to avoid treatment as non-qualified deferred compensation subject to Section 409A, and the title and number provisions 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 schedule shall be paid by the Portfolio upon such exercise; and (vi) the name interpreted accordingly. All other terms of the Clearing Agent through whom such Call Option was exercised. Custodian shallLEI Options and related Adjusted Liberty Entertainment Options (including, upon receipt for example, the vesting terms thereof) will, in all material respects, be the same as those of the securities underlying the Call Option which was exercised,(Acorresponding Outstanding Liberty Entertainment Option, except (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, described above and (B) delete that the exercised Call Option from options will continue to vest so long as the statements delivered holder provides service (whether as an employee, consultant or nonemployee director, as the case may be) to any of LMC and its Subsidiaries, LEI and its Subsidiaries and any other Person that was a Subsidiary of LMC until the capital stock of such Person was distributed to the Fund pursuant holders of one or more series of LMC common stock (subject to Section 16 any acceleration of this agreement.
(d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased vesting otherwise provided or permitted 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 terms 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 agreementaward).
(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:
Appears in 2 contracts
Sources: Reorganization Agreement (Liberty Entertainment, Inc.), Reorganization Agreement (Liberty Entertainment, Inc.)
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 Acquiror shall not assume, continue or otherwise replace any Vested Option in connection with the Option is a put or call Option; (ii) transactions contemplated hereby. Upon the name of the issuer of the securities terms and 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 conditions set forth in such Certificate.
(b) Sale this Agreement, at the Effective Time, by virtue of Options by a Portfolio Upon the sale Merger and without any action on the part of any Option purchased by a Portfolio in accordance with subsection (a) aboveAcquiror, Merger Sub, the Fund on behalf Company or the holders of the Portfolio Vested Options, each Vested Option shall promptly deliver be cancelled and converted into a right to Custodian a Certificate specifying with receive, in respect of each share of Common Stock subject to such sale: (i) Vested Option, without interest, subject to applicable withholding Taxes, at the type of Option (put or call); (ii) the name of the issuer of the securities respective times and subject to the Option withholdings 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 adjustments set forth in Sections 2.9 and 2.10 and the execution and delivery of a duly executed Option Termination Agreement substantially in the form attached as Exhibit E (each such Certificate.
(c) Upon the exercise by the Portfolio of any Call agreement, an “Option (as defined below) purchased by the Portfolio pursuant to subsection (a) aboveTermination Agreement”), the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Optionan amount in cash equal to: (iA) the name of the issuer of the securities subject to such Call Option and the title and number of such securities; Final Per Share Consideration, minus (ii) the expiration date; (iii) the date of exercise and settlement; (ivB) the exercise price per share; (v) share under such Vested Option. For the total amount avoidance of doubt, each holder of a Vested Option will be entitled to be paid by the Portfolio upon such exercise; and (vi) the name receive a portion of the Clearing Agent through whom Earnout Payment, if any, in accordance with Section 2.14. The amount of cash each holder of a Vested Option is entitled to receive for all Vested Options held by 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 holder shall be rounded down 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 nearest cent and computed after aggregating cash amounts for all Vested Options held by such Certificate, and (B) delete the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreementholder.
(dii) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased by the Portfolio pursuant to subsection (a) hereofPrior to, and contingent upon, the Fund on behalf of Closing, the Portfolio Company shall deliver take all actions necessary to Custodian a Certificate specifying with respect to such Put Option: (i) the name of the issuer of the securities subject to such Put provide that each Unvested Option and the title Out-of-the-Money Option shall be terminated and number of such securities; (ii) the expiration date; canceled for no consideration.
(iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to be paid Prior 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 allocatedClosing, the securities which were subject Company shall provide any notices and transmittal information to such Put Option; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificateholders of Vested Options, 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 Unvested Options, and the Out-of-the-Money Options, and the board of directors of the Company shall imposeadopt any resolutions necessary to effectuate the foregoing, in each case after giving Acquiror reasonable opportunity to review and comment on the notice or direct resolution. In connection with 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 exercisedforegoing, the Fund on behalf Company shall use commercially reasonable efforts to obtain from each holder 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 Vested Option and specifying: (i) the name of the issuer of the securities subject to such Covered Call an executed Option Termination Agreement 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 execution of an Option, the Fund on behalf Option Termination Agreement shall be a condition to each holder of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to the Vested 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 receiving any payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of this under 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 agreement2.6(c)(i).
(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:
Appears in 2 contracts
Sources: Merger Agreement (Q2 Holdings, Inc.), Merger Agreement
Options. Each option to purchase shares of Liberty SiriusXM Common Stock (aa “Liberty SiriusXM option award”) Purchase that is outstanding as of Options immediately prior to the Effective Time shall accelerate and become fully vested immediately prior to, and contingent upon the occurrence of, the Effective Time. As of the Effective Time, as has been determined by a Portfolio Upon the purchase by a Portfolio Liberty Board pursuant to its authority granted under the applicable stock incentive plan of Liberty Media and without any Option further action on the part of the holder thereof, Liberty Media or SplitCo, each Liberty SiriusXM option award (as defined belowaccelerated in accordance with the previous sentence) shall cease to represent an option award to purchase shares of Liberty SiriusXM Common Stock and will be converted into an option to purchase shares of SplitCo Common Stock (a “SplitCo option award”), except that (1) the Fund on behalf number of the Portfolio shares of SplitCo Common Stock subject to such SplitCo option award shall promptly deliver be equal to the Custodian a certificate signed by an appropriate officer product of the Fund (a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (iix) the name Exchange Ratio multiplied by (y) the number of the issuer shares of the securities Liberty SiriusXM Common Stock subject to the Option Liberty SiriusXM option award immediately prior to the Effective Time, rounded down to the nearest whole share of SplitCo Common Stock, and (2) the title and number per share exercise price of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to SplitCo option award shall 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 equal 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.
quotient of (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; (ivx) the exercise price per share; share of the Liberty SiriusXM option award immediately prior to the Effective Time divided by (vy) the total amount to be paid by Exchange Ratio, with 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 result rounded up 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 exercisednearest whole cent. 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 Except with respect to the Option being purchased: (i) vesting terms thereof and as otherwise described herein, all other terms of the SplitCo option awards will, in all material respects, be the same as those of the corresponding Liberty SiriusXM option awards; provided, however, that neither the Effective Time nor any other transaction contemplated by this Agreement or the Merger Agreement shall be considered a termination of employment or service for any employee, non-employee director or consultant of Liberty Media, any Qualifying Subsidiary or their respective Subsidiaries for purposes of any SplitCo option award; provided, further, that the transaction is a Closing Purchase Transaction; (ii) SplitCo option awards shall be subject to the name terms 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 agreementSplitCo Transitional Plan.
(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:
Appears in 2 contracts
Sources: Reorganization Agreement (Sirius Xm Holdings Inc.), Reorganization Agreement (Liberty Media Corp)
Options. (a) Purchase of Options by a Portfolio Upon The Lessee has the purchase by a Portfolio of any Option (as defined below), option to make advance rental payments for deposit in the Fund on behalf Redemption Account of the Portfolio Bond Fund to effect the retirement of the Bonds in whole or the redemption in whole or in part of the Bonds, all in accordance with the terms of the Indenture; provided, however, that no partial redemption of the Bonds may be effected through advance rental payments hereunder if there shall promptly deliver exist and be continuing an Event of Default. The Lessee shall exercise its option to make such advance rental payments by delivering a written notice of an Authorized Representative of the Lessee to the Custodian Trustee in accordance with the Indenture, with a certificate signed by an appropriate officer copy to the Agency, at least twenty (20) days prior to the date upon which the Trustee is to mail notice of the Fund (a "Certificate") specifying with respect redemption to each such Option: Bondholders, setting forth (i) whether the Option is a put or call Option; amount of the advance rental payment, (ii) the name principal amount of the issuer of the securities subject Bonds Outstanding requested to the Option and the title and number be redeemed with such advance rental payment (which principal amount shall be in such minimum amount or integral multiple of such securities; amount as shall be permitted in the Indenture), and (iii) the expiration date: (iv) date on which such principal amount of Bonds are to be redeemed. Such advance rental payment shall be paid to the exercise price; (v) Trustee in legal tender on or before the redemption date and shall be an amount which, when added to the amount on deposit in the Bond Fund and available therefor, will be sufficient to pay the Redemption Price of the Bonds to be redeemed, together with interest to accrue to the date of purchase redemption and settlement; (vi) all expenses of the premium Agency, the Bond Registrar, the Trustee and the Paying Agents in connection with such redemption. In the event the Bonds are to be paid by redeemed in whole or otherwise retired, the Portfolio; Lessee shall further pay on or before such redemption date, in legal tender, to the Agency, the Trustee, the Bond Registrar and the Paying Agents, as the case may be, all fees and expenses owed such party or any other party entitled thereto under this Agreement or the Indenture together with (i) all other amounts due and payable under this Agreement and the other Security Documents, and (viiii) 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 any amounts required to be rebated to the Clearing Agent through whom the purchase was made; provided, that such premium conforms Federal government pursuant to the total premium payable as set forth in such Indenture or the Tax Certificate.
(b) Sale of Options by a Portfolio Upon The Lessee shall have the sale of option to terminate the Agency's leasehold interest in the Facility commencing on that date upon which the Bonds may first optionally be redeemed in whole and on any Option purchased by a Portfolio date thereafter permitted therefor as provided 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 CertificateIndenture.
(c) Upon The Lessee shall also have the exercise by option to terminate the Portfolio Agency's leasehold interest in the Facility on any date during the term of this Agreement within ninety (90) days of the occurrence 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: following events:
(i) The Facility shall have been damaged or destroyed to such extent that as evidenced by a certificate of an Independent Engineer filed with the name Agency and the Trustee (A) the Facility cannot be reasonably restored within a period of one year from the date of such damage or destruction to the condition thereof immediately preceding such damage or destruction, (B) the Lessee is thereby prevented or likely to be prevented from carrying on its normal operation of the issuer Facility for a period of one year from the date of such damage or destruction, or (C) the restoration cost of the securities subject to such Call Option and Facility would exceed the title and number total amount of all insurance proceeds, including any deductible amount, in respect of such securitiesdamage or destruction; or
(ii) Title to, or the expiration datetemporary use of, all or substantially all of the Facility shall have been taken or condemned by a competent authority which taking or condemnation results, or is likely to result, in the Lessee being thereby prevented or likely to be prevented from carrying on its normal operation of the Facility for a period of one year from the date of such taking or condemnation, as evidenced by a certificate of an Independent Engineer filed with the Agency and the Trustee; or
(iii) As a result of changes in the date Constitution of exercise and settlement; (iv) the exercise price per share; (v) United States of America or of the total amount to be paid State or of legislative or executive action of the State or any political subdivision thereof or of the United States of America or by final decree or judgment of any court after the contest thereof by the Portfolio upon such exercise; Lessee, this Agreement becomes void or unenforceable or impossible of performance in accordance with the intent and (vi) the name purpose of the Clearing Agent through whom such Call Option was exercised. Custodian shall, parties as expressed herein or unreasonable burdens or excessive liabilities are imposed upon receipt the Lessee by reason of the securities underlying the Call Option which was exercised,(A) pay out operation 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 agreementFacility.
(d) Upon The Lessee, in terminating the Agency's leasehold interest in the Facility pursuant to Section 8.1(c) hereof, shall file with the Agency and the Trustee the certificate prescribed by Section 8.1(c) (i) or (ii) hereof together with a certificate of an Authorized Representative of the Lessee stating that, as a result of the occurrence of the event giving rise to the exercise by a Portfolio of any Put Option (as defined belowsuch option to terminate the Agency's leasehold interest in the Facility, the Lessee has discontinued, or at the earliest practicable date will discontinue, the operation of the Facility for its intended purposes, and in the case of Section 8.1(b) purchased by the Portfolio pursuant to subsection (aor 8.1(c) hereof, the Lessee shall pay to the Trustee as the purchase price, in legal tender, advance rental payments, for deposit in the Bond Fund on behalf (if payment in full of the Portfolio shall deliver principal of or the Redemption Price, if any, as the case may be, of, and interest on, all the Outstanding Bonds, and the interest thereon at maturity or upon earlier redemption has not yet been made) equal to Custodian a Certificate specifying with respect to such Put Option: the sum of the following:
(i) an amount which, when added to the name amount on deposit in the Bond Fund and available therefor, will be sufficient to pay, retire and redeem the Outstanding Bonds in accordance with the provisions of the issuer Indenture, including, without limitation, the principal of or the securities subject Redemption Price (as the case may be) of, together with interest to such Put Option and maturity or redemption date (as the title and number of such securities; case may be) on, the Outstanding Bonds;
(ii) expenses of redemption, the expiration date; fees and expenses of the Agency, the Trustee, the Bond Registrar and the Paying Agents and all other amounts due and payable under this Agreement and the Indenture;
(iii) any amounts required to be rebated to the date of exercise and settlementFederal government pursuant to the Indenture or the Tax Certificate; and
(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 agreementone dollar.
(e) Whenever a Portfolio writes a Covered Call Option Upon the payment in full of the principal of and interest on the Outstanding Bonds (as defined below) with respect to securities held by Custodian hereunderwhether at maturity or earlier redemption), the Fund on behalf Lessee shall have the option to terminate the Agency's leasehold interest in the Facility and shall exercise such option by (1) delivering to the Agency prior written notice of an Authorized Representative of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: Lessee no more than thirty (i30) days after the name payment in full of the issuer Bonds of the securities subject exercise of such option to purchase, which notice shall set forth a requested closing date for the purchase of the Facility which shall be not later than sixty (60) days after the payment in full of the Bonds, and (2) paying on such Covered Call Option closing date a purchase price equal to the sum of one dollar, the fees and expenses of the Agency, the Trustee, the Bond Registrar and the title Paying Agents and number of such securities; (ii) all other amounts due and payable under this Agreement or the expiration date; (iii) the exercise price; (iv) the premium Indenture, together with any amounts required to be received by rebated to the Portfolio; (v) Federal government pursuant to the date such Covered Call Option was written; and (vi) Indenture or the name Tax Certificate. Upon the written request of the Clearing Agent through whom Lessee, the premium is to be received. Custodian shall deliver Agency may approve the extension or cause to be delivered, in exchange for receipt waiver of any of the premium specified time periods set forth 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 receiptsthis paragraph.
(f) Whenever Covered Call Option written by The Lessee shall not, at any time, assign or transfer its option to purchase the Facility as contained in this Section 8.1 separate and apart from 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) permitted assignment 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 Agreement pursuant to Section 16 9.3 hereof without the prior written consent of this agreementthe Agency and the Trustee.
(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:
Appears in 2 contracts
Sources: Lease Agreement (Keyspan Corp), Lease Agreement (Keyspan Corp)
Options. (a) Purchase At the Effective Time, each option granted by Subject Company to purchase shares of Options by Subject Company Common Stock (each a Portfolio Upon "Subject Company Option") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Subject Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below (and otherwise subject to the purchase by a Portfolio terms of any Option the Subject Company 1995 Performance Stock Plan, the Subject Company 1991 Performance Stock Plan (as defined belowamended), the Fund on behalf Subject Company 1988 Performance Stock Plan (as amended), the Subject Company 1983 Performance Stock Plan (as amended), the Subject Company Performance Stock Plan of 1980 (as amended and restated) and the Subject Company 1991 Director Option Plan (as amended and restated), as the case may be (collectively, the "Subject Company Stock Option Plans"), and the agreements evidencing grants thereunder, including, but not limited to, the accelerated vesting of such options which shall occur in connection with and by virtue of the Portfolio shall promptly deliver Merger as and to the Custodian a certificate signed extent required by an appropriate officer of the Fund such plans and agreements)):
(a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (ii1) the name number of the issuer shares of the securities Parent Common Stock to be subject to the Option and new option shall be equal to the title and product of the number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date shares 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 Company Common Stock subject to the Option original option and the title and number Common Exchange Ratio, provided that any fractional shares of Parent Common Stock resulting from such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable multiplication shall be rounded down to the Portfolio upon such salenearest share; 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.and
(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; (iv2) the exercise price per share; (v) share of Parent Common Stock under the total amount new option shall be equal 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) share of Subject Company Common Stock under the total amount to original option divided by the Common Exchange Ratio, provided that such exercise price shall be paid rounded up to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put Option was exercisednearest cent. 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 The adjustment provided herein with respect to deliver, out of the account of the Portfolio to any options 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 are "incentive stock options" (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf in Section 422 of the Portfolio Internal Revenue Code of 1986, as amended (the "Code")) shall promptly deliver be and is intended to Custodian be effected in a Certificate specifying manner which is consistent with respect to such Covered Call Option: (iSection 424(a) the name of the issuer Code and, to the extent it is not so consistent, such Section 424(a) shall override anything to the contrary contained herein. The duration and other terms of the securities new option shall be the same as the original option (subject to such Covered Call Option and the title and number of such securities; (iiSection 6.7(b) the expiration date; (iiihereof) the exercise price; (iv) the premium except that all references to Subject Company shall be deemed 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 references 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 receiptsParent.
(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:
Appears in 2 contracts
Sources: Merger Agreement (First Interstate Bancorp /De/), Merger Agreement (First Interstate Bancorp /De/)
Options. (a) Purchase of Options by a Portfolio Upon At the purchase by a Portfolio of any Option (Effective Time, Parent shall assume the Company Stock Plans as defined below)well as the rights, the Fund on behalf duties and obligations of the Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying Company 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 administration 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 Certificateplans.
(b) Sale At the Effective Time, each option granted by the Company to purchase shares of Options Company Common Stock (each, a“Company Option”) which is outstanding and unexercised immediately prior thereto, whether vested or unvested, shall cease to represent a right to acquire shares of Company Common Stock and shall be assumed and shall be converted into an option to acquire, on the same terms and conditions as were applicable to the original Company Option, that number of shares of Parent Common Stock determined by multiplying the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time by the Exchange Ratio, rounded down to the nearest whole share of Company Common Stock, at a Portfolio Upon price per share (rounded up the sale nearest one-hundredth of a cent) equal to the per share exercise price specified in such Company Option divided by the Exchange Ratio; provided, however, that in the case of any Company Option purchased to which Section 421 of the Code applies by a Portfolio in accordance with subsection (a) abovereason of its qualification under Section 422 of the Code, the Fund on behalf option price, the number of shares subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Portfolio shall promptly deliver Code. The parties will make good faith efforts to Custodian a Certificate specifying make equitable adjustments to ensure that the conversions of Company Options contemplated by this Section 3.4(b) comply with respect to such sale: (i) the type of Option (put or call); (ii) the name Section 409A of the issuer of the securities subject Code. Prior to the Option and Effective Time, Parent shall reserve for issuance the title and number of such securities; (iii) the date shares of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable Parent Common Stock necessary 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 Certificatesatisfy Parent’s obligations under this Section 3.4.
(c) Upon On the exercise by same day as the Portfolio Effective Time (if it has not done so prior thereto), Parent shall prepare and file with the SEC a registration statement on Form S-8 to register the sale of any Call Option (as defined below) purchased by the Portfolio shares of Parent Common Stock issuable pursuant to subsection (a) abovethe Company Options assumed by Parent pursuant to Section 3.4(a), and Parent shall cause such registration statement to become and remain effective until the Fund on behalf earlier 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 date on which all such Call Option assumed Company Options are no longer outstanding and the title and number of such securities; (ii) the expiration date; (iii) the date on which all such shares of exercise and settlement; (iv) the exercise price per share; (v) the total amount Parent Common Stock issuable pursuant to be paid by the Portfolio upon all such exercise; and (vi) the name assumed Company Options are tradable without restriction as to volume pursuant to Rule 144 of the Clearing Agent through whom such Call Option was exercisedSecurities Act. Custodian shallIn addition, 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 Parent 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 take further actions as may be required by reasonably necessary to include under such receipts.
(f) Whenever Covered Call Option written by a Portfolio and described in the preceding subsection (e) is exercised, the Fund on behalf registration statement all shares of Parent Common Stock issuable pursuant to all such assumed Company Options of those persons who are directors 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 Company immediately prior 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 CertificateEffective Time.
(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:
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Walt Disney Co/)
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 Except as set forth in Section 7.2(f), each Company Stock Option that is outstanding immediately prior to the date the Offer is consummated (the "Offer Consummation Date") pursuant to any Company Stock Plan shall vest and become immediately exercisable at the time of the consummation of the Offer. On the Offer Consummation Date with respect to Company Stock Options held by persons who are not subject to the reporting requirements of Section 16(a) of the Exchange Act, and at the Effective Time with respect to Company Stock Options held by persons who are subject to the reporting requirements of Section 16(a) of the Exchange Act, each Company Stock Option shall be adjusted to represent an option to purchase the number of shares of Company Common Stock (a "Company Adjusted Option") (rounded down to the nearest full share) determined by multiplying (i) the number of shares of Company Common Stock subject to such CertificateCompany Stock Option immediately prior to the Offer Consummation Date with respect to Company Stock Options held by persons who are not subject to the reporting requirements of Section 16(a) of the Exchange Act and immediately prior to the Effective Time with respect to Company Stock Options held by persons who are subject to the reporting requirements of Section 16(a) of the Exchange Act, by (ii) 0.5, at an exercise price per share of Company Common Stock equal to the exercise price per share of Company Common Stock immediately prior to the Offer Consummation Date. In addition, promptly following the Offer Consummation Date with respect to holders of Company Stock Options who are not subject to the reporting requirements of Section 16(a) of the Exchange Act, and promptly following the Effective Time with respect to holders of Company Stock Options who are subject to the reporting requirements of Section 16(a) of the Exchange Act, Parent shall pay to the holder of each Company Stock Option an amount of cash (rounded up to the nearest cent) equal to the product of (A) (x) $73.00 minus (y) the exercise price per share of Company Common Stock immediately prior to the Offer Consummation Date and (B) the number of shares of Company Common Stock subject to such option multiplied by 0.5 (rounded up to the nearest full share). Each Company Adjusted Option shall be exercisable upon the same terms and conditions as under the applicable Company Stock Plan and the applicable option agreement issued thereunder, except as otherwise provided in this Section 7.2.
(b) Sale At the Effective Time, each Company Adjusted Option shall be assumed by Parent and become and represent an option to purchase the number of Options by Parent Shares (a Portfolio Upon "Parent Substitute Option") (rounded to the sale of any Option purchased by nearest full share, or if there shall not be a Portfolio in accordance with subsection (a) abovenearest share, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: next greater full share) determined by multiplying (i) the type number of shares of Company Common Stock subject to such Company Adjusted Option (put or call); immediately prior to the Effective Time by (ii) 1.767, at an exercise price per Parent Share (rounded up to the name nearest tenth of a cent) equal to (A) the exercise price per share of Company Common Stock immediately prior to the Effective Time divided by 1.767. Parent shall pay cash to holders of Parent Substitute Options in lieu of issuing fractional Parent Shares upon the exercise of Parent Substitute Options. Each Company Adjusted Option so converted shall be exercisable upon the same terms and conditions as under the applicable Company Stock Plan and the applicable option agreement issued thereunder, except as otherwise provided in this Section 7.2. Parent shall (i) on or prior to the Effective Time, reserve for issuance the number of Parent Shares that will become subject to Parent Substitute Options pursuant to this Section 7.2(b), (ii) from and after the Effective Time, upon exercise of the issuer of Parent Substitute Options in accordance with the securities subject to the Option and the title and number of such securities; terms thereof, make available for issuance all Parent Shares covered thereby, (iii) at the date Effective Time, assume the Company Stock Plans, with the result that all obligations of sale; the Company under the Company Stock Plans, including with respect to Company Adjusted Options outstanding at the Effective Time, shall be obligations of Parent following the Effective Time, and (iv) as promptly as practicable after the sales price; (v) Effective Time, issue to each holder of an outstanding Company Adjusted Option a document evidencing 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 foregoing assumption 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 CertificateParent.
(c) Upon The parties shall take all actions so that the exercise Company Adjusted Options converted by Parent qualify following the Portfolio Effective Time as incentive stock options as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent the Company Adjusted Options qualified as incentive stock options prior to the Effective Time; provided, however, that nothing in this Section 7.2(c) shall prevent the acceleration of the vesting or exercisability of any Call Option (Company Stock 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 agreement7.2(a).
(d) Upon Parent shall, as promptly as practicable but in any event no later than three days after the exercise by Effective Time, file a Portfolio of any Put Option (as defined below) purchased by registration statement on Form S-8 or other applicable form under the Portfolio pursuant to subsection (a) hereofSecurities Act, covering 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 Parent Shares issuable upon the exercise of Parent Substitute Options created upon the Put Option (A) deliver or cause assumption by Parent of Company Adjusted Options under Section 7.2(b), and will maintain the Securities Depository or Book Entry Account to delivereffectiveness of such registration, out and the current status of the account prospectus contained therein, until the exercise or expiration 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 agreementParent Substitute Options.
(e) Whenever a Portfolio writes a Covered Call Option (as defined below) with respect The parties will cooperate to securities held by Custodian hereunder, the Fund on behalf of the Portfolio shall promptly deliver take all reasonable steps necessary to Custodian a Certificate specifying with respect give effect 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 receiptsthis Section 7.2.
(f) Whenever Covered Call Option written Notwithstanding the terms of Section 7.2(a), to the extent an option holder holds any unexercisable incentive stock options ("Unvested ISO") on the Offer Consummation Date that do not become exercisable upon the consummation of the Offer pursuant to the terms of the Company Stock Plan(s) under which such Unvested ISOs were granted, then, to the extent possible, each such Unvested ISO shall be converted into the right to receive cash in full and the other options held by such option holder shall be appropriately adjusted such that the aggregate amount of cash payable to such option holder pursuant to Section 7.2(a) and this Section 7.2(f) does not exceed the amount that would otherwise be payable pursuant to Section 7.2(a). -34- 39
(a) Parent and the Company shall, as soon as practicable following the acceptance of Shares pursuant to the Offer, prepare and the Company shall file with the SEC the Proxy Statement and Parent and the Company shall prepare and Parent shall file with the SEC a Portfolio registration statement on Form S-4 (the "Form S-4") for the offer and described sale of the Parent Shares pursuant to the Merger and in which the Proxy Statement will be included as a prospectus. Each of the Company and Parent shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company will use all reasonable efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Parent Shares in the preceding subsection (e) is exercisedMerger and the Company shall furnish all information concerning the Company and the holders of capital stock of the Company as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Proxy Statement. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Fund on behalf Form S-4 will be made by Parent, or the Proxy Statement will be made by the Company, without providing the other party a reasonable opportunity to review and comment thereon. Parent will advise the Company, promptly after it receives notice thereof, of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to delivertime when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or to direct any request by the Securities Depository or Book Entry Account to deliver, the securities subject to such Covered Call Option and specifying: (i) the name SEC for amendment of the issuer Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the securities subject to such Covered Call Option Proxy Statement or comments thereon and responses thereto or requests by 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 SEC for additional information. If at any time prior to the Portfolio upon such delivery. Upon Effective Time any information relating to the return and/or cancellation of any receipts delivered pursuant to subsection (e) hereof, Custodian shall deliverCompany or Parent, or cause any of their respective affiliates, officers or directors, should be discovered by the Securities Depository Company or Book Entry Account to deliver, the underlying securities as specified in the Certificate for the amount to Parent which should be received as set forth in an amendment or supplement to either of the Form S-4 or the Proxy Statement, so that any of such Certificatedocuments would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company.
(gb) Whenever The Company shall establish, prior to or as soon as practicable following the date upon which the Form S-4 becomes effective, a Portfolio purchases any Option identical record date (which shall be prior to or as soon as practicable following the date upon which the Form S-4 becomes effective) for, duly call, give notice of, convene and hold a previously written Covered Call Option described meeting of its stockholders (the "Company Stockholders Meeting") for the purpose of considering and taking action upon this Agreement and the Merger and (with the consent of Parent) such other matters as may in subsection (e) hereof in a transaction expressly designated as a "Closing Purchase Transaction" in order to liquidate its position as a writer the reasonable judgment of an Optionthe Company be appropriate for consideration at the Company Stockholders Meeting. Once the Company Stockholders Meeting has been called and noticed, the Fund on behalf Company shall not postpone or adjourn the Company Stockholders Meeting (other than for the absence of a quorum) without the consent of Parent. Subject to its fiduciary duties under applicable law, the Board of Directors of the Portfolio Company shall promptly deliver to Custodian a Certificate specifying with respect include the Recommendations in the Form S-4 and the Proxy Statement as such Recommendations pertain to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name Merger and this Agreement. The Company shall use its reasonable best efforts to solicit from stockholders of the issuer Company proxies for use at the Company Stockholders Meeting and in favor of the securities subject to such Option this Agreement and the title Merger and number shall take all other actions reasonably necessary or advisable to secure the vote or consent of such securities; (iii) the exercise price; (iv) the premium to be paid stockholders required by the Portfolio; (v) DGCL to effect 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 agreementMerger.
(hc) Upon the expiration of any Option purchased Parent agrees to cause all Shares owned by a Portfolio pursuant to subsection (a) of this Section 14 Parent or any Covered Call Option written by a Portfolio and described Subsidiary of Parent to be voted in subsection (e) favor 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 therewithMerger.
(i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:
Appears in 2 contracts
Sources: Merger Agreement (Williams Companies Inc), Merger Agreement (Williams Companies Inc)
Options. (a) Purchase of Options by a Portfolio Upon With respect to all outstanding options to purchase Shares (the purchase by a Portfolio of any "COMPANY OPTIONS") granted under the Company's 1992 Incentive and Non-qualified Stock Option Plan, as amended, 1992 Directors' Stock Option Plan, as amended, and 2004 Stock Option Plan, as amended (as defined belowcollectively, the "COMPANY OPTION PLANS") or otherwise, whether or not then vested, at the Effective Time, subject to the terms and conditions set forth below in this Section 1.6(a), each holder of a Company Option will be entitled to receive from the Fund on behalf Company, and shall receive, in settlement of each Company Option a cash amount (the Portfolio shall promptly deliver "CASH AMOUNT") equal to the Custodian a certificate signed by an appropriate officer net amount of (A) the Fund (a "Certificate") specifying with respect to each such Option: product of (i) whether the excess, if any, of the sum of the Merger Consideration plus the Distribution Consideration less the exercise price per share of such Company Option is a put or call Option; at the Effective Time, multiplied by (ii) the name number of shares subject to such Company Option, less (B) any applicable withholdings for Taxes. If the exercise price per share of any Company Option equals or exceeds the sum of the issuer Merger Consideration plus the Distribution Consideration, the Cash Amount therefor shall be zero and such Company Option shall be cancelled and all of such holder's rights under such Company Options shall terminate at the Effective Time. Notwithstanding the foregoing, (i) payment of the securities Cash Amount is subject to written acknowledgement, in a form reasonably acceptable to the Surviving Corporation, that no further payment is due to such holder on account of any Company Option and the title and number all of such securities; holder's rights under such Company Options have terminated and (iiiii) with respect to any person subject to Section 16(a) of the expiration date: Securities Exchange Act of 1934, as amended (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium "EXCHANGE ACT"), any Cash Amount to be paid by to such person in accordance with this Section 1.6(a) shall be paid as soon as practicable after the Portfolio; and (viipayment can be made without liability to such person under Section 16(b) 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 CertificateExchange Act.
(b) Sale As of Options by a Portfolio Upon the sale Effective Time, except as provided in this Section 1.6, all rights under any Company Option and any provision of the Company Option Plans and any other plan, program or arrangement providing for the issuance or grant of any Option purchased by a Portfolio other interest in accordance with subsection (a) above, the Fund on behalf respect of the Portfolio securities of the Company shall promptly deliver be cancelled. The Company shall ensure that, as of and after the Effective Time, except as provided in this Section 1.6, no person shall have any right (including, without limitation, any right to Custodian a Certificate specifying acquire any securities of the Company or any of its subsidiaries) under the Company Option Plans or any other plan, program or arrangement with respect to such sale: (i) the type of Option (put or call); (ii) the name securities of the issuer of Company, 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 CertificateSurviving Corporation or any subsidiary thereof.
(c) Upon At or before the exercise by the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) aboveEffective Time, the Fund on behalf of the Portfolio Company 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 cause 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 effected any necessary amendments to the Clearing Agent through whom Company Option Plans and any other resolutions, consents or notices, in form and substance reasonably acceptable to Purchaser, required under the Call Company Option was exercised; provided that the same conforms Plans or any Company Options to give effect 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 foregoing provisions of this agreementSection 1.6.
(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 The Company 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 Purchaser agree that the same conforms to the amount payable to the Portfolio as set forth in such Certificateit is their intent to, and (B) delete the exercised Put Option that they will, report all income tax deductions resulting 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 Cash Amount in the return and/or cancellation portion of any receipt issued pursuant to subsection (e) of this Section 14 with respect the Company's taxable year prior 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 agreementEffective Time.
(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:
Appears in 2 contracts
Sources: Merger Agreement (Lone Star Steakhouse & Saloon Inc), Merger Agreement (Coulter Jamie B)
Options. At the Effective Time, each option granted by Edify to purchase shares of Edify Common Stock which is outstanding and unexercised immediately prior thereto, whether or not vested, shall be converted automatically into an option to purchase shares of S1 Common Stock in an amount and at an exercise price determined as provided below (a) Purchase and otherwise subject to the terms of Options by a Portfolio Upon the purchase by a Portfolio of any Option 1996 Equity Incentive Plan (as defined belowthe "1996 Equity Plan"), the Fund on behalf 1996 Directors Stock Option Plan (the "Directors Plan"), or the 1990 Stock Option Plan (the "1990 Option Plan"), as the case may be, (the 1996 Equity Plan, the Directors Plan and the 1990 Option Plan, collectively, the "Edify Stock Plans")):
(1) The number of the Portfolio shall promptly deliver shares of S1 Common Stock 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 be subject to the Option and option immediately after the title and Effective Time shall be equal to the product of the number of shares of Edify Common Stock subject to the option immediately before the Effective Time, multiplied by the Exchange Ratio, provided that any fractional shares of S1 Common Stock resulting from such securitiesmultiplication shall be rounded down to the nearest share; and
(iii2) The exercise price per share of S1 Common Stock under the expiration date: (iv) option immediately after the Effective Time shall be equal to the exercise price; (v) price per share of Edify Common Stock under the date of purchase option immediately before the Effective Time divided by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent. The adjustment provided herein shall be and settlement; (vi) the premium is intended to be paid by the Portfolio; and (viieffected in a manner which is consistent with Section 424(a) the name of the registered broker-dealer who is acting Internal Revenue Code of 1986, as the clearing agent amended (the "Clearing AgentCode"). Upon receipt of a Clearing Agent's confirmation The duration, vesting schedule, exercisability and other terms of the purchase of option immediately after the Option held by Effective Time shall be the same as the corresponding terms in effect immediately before the Effective Time, except that all references to Edify in the Edify Stock Plans (and the corresponding references in the option agreement documenting such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian option) shall pay the premium payable be deemed to the Clearing Agent through whom the purchase was made; provided, that such premium conforms be references to the total premium payable S1. Except 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 Section 1.6 of the Portfolio Edify Disclosure Schedule, vesting of stock options under the Edify stock plans shall promptly deliver to Custodian not be accelerated as a Certificate specifying with respect to such sale: (i) the type of Option (put or call); (ii) the name result of the issuer Merger. Continuous employment with Edify or its subsidiaries shall be credited to the optionee for purposes of determining the vesting of all assumed Edify options after the Effective Time. It is intended that Edify options assumed by S1 shall qualify following the Effective Time as incentive stock options are defined in Section 422 of the securities subject Code to the Option extent such options qualified as such prior to the Effective Time 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) provisions of this Section 14 1.6 shall be applied consistently with respect such intent. As soon as reasonably practicable, but in no event more than 30 days after the Effective Time, S1 will issue to each holder of an assumed option notice of 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 foregoing assumption by S1 of such Option from statements delivered to the Fund by Custodian pursuant to Section 16 of this agreementEdify option.
(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:
Appears in 2 contracts
Sources: Merger Agreement (Edify Corp), Merger Agreement (Security First Technologies Corp)
Options. All options to purchase shares of Company Common Stock (aeach, a “Company Stock Option”) Purchase of outstanding, whether or not exercisable and whether or not vested, at the Effective Time, issued under any Company Stock Plan and any other plan or agreement pursuant to which Company Stock Options by a Portfolio Upon have been issued, in each case as such may have been amended, supplemented or modified, shall remain outstanding following the purchase by a Portfolio of any Option (as defined below)Effective Time. At the Effective Time, the Fund on behalf Company Stock Options shall, by virtue of the Portfolio shall promptly deliver to Merger and without any further action on the Custodian a certificate signed by an appropriate officer part of the Fund (a "Certificate") specifying with respect to each Company or the holder thereof, be assumed by Acquiror in such Option: manner that Acquiror (i) whether the Option is a put corporation “assuming a stock option in a transaction to which Section 424(a) applies” within the meaning of Section 424 of the Code and the regulations thereunder or call Option; (ii) to the name extent that Section 424 of the issuer Code does not apply to any such Company Stock Options, would be such a corporation were Section 424 of the securities subject Code applicable to such Company Stock Options. From and after the Effective Time, all references to the Company in the Company Stock Option Plans and the title applicable stock option agreements issued thereunder shall be deemed to refer to Acquiror, which shall have assumed the Company Stock Option Plans as of the Effective Time by virtue of this Agreement and without any further action. Each Company Stock Option assumed by Acquiror (each, a “Substitute Option”) shall be exercisable upon the same terms and conditions as under the applicable Company Stock Option Plan and the applicable option agreement issued thereunder, except that (A) each such Substitute Option shall be exercisable for, and represent the right to acquire, that whole number of such securities; shares of Acquiror Common Stock (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 rounded upward to the Clearing Agent through whom the purchase was made; provided, that such premium conforms nearest whole share) equal 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 shares 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 Company Common Stock subject to such Call Company Stock 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 multiplied by the Portfolio upon such exerciseCommon Stock Exchange Ratio; 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 option price per share of Acquiror Common Stock shall be an amount equal to the Fund pursuant to Section 16 option price per share 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 Company Common Stock subject to such Put Company Stock Option and in effect immediately prior to the title and number of such securities; Effective Time divided by the Common Stock Exchange Ratio (ii) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise option price per share; (v) the total amount to be paid , as so determined, being rounded upward to the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Put nearest whole cent). Such Substitute 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 otherwise be subject to such Put Option; provided that the same conforms to the amount payable to the Portfolio terms and conditions 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 agreementCompany Stock Option.
(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:
Appears in 2 contracts
Sources: Merger Agreement (VeriChip CORP), Merger Agreement (Steel Vault Corp)
Options. (a) Purchase of Options by a Portfolio Upon In consideration for, and as an inducement to, agreeing to enter into this Agreement and provide the purchase by a Portfolio of any Option (as defined below)Services hereunder, the Fund on behalf Executive shall be granted options (the “GOLD Options”) to purchase an aggregate of 100,000 common shares of the Portfolio shall promptly deliver Company at an exercise price equal to the Custodian a certificate signed by an appropriate officer last closing price of the Fund common shares of the Company on the Toronto Stock Exchange on the trading day immediately prior to the grant of the GOLD Options and vesting over a period of three years. The Company will cause BRI to grant to the Executive options (a "Certificate"the “BRI Options”) specifying to purchase an aggregate of 10,000 common shares of BRI, with respect an exercise price equal to each such Optionthe price per share in connection with an initial public offering or other going-public transaction of the Company (an “IPO”). For greater clarity: (i) whether 25% of each of the Option is a put or call OptionGOLD Options and the BRI Options will vest on the date of grant and 25% will vest on each of the dates that are 6, 12 and 18 months thereafter; (ii) the name BRI Options will be granted as soon as reasonably practicable after completion of the issuer of the securities subject to the Option and the title and number of such securitiesIPO; (iii) the expiration date: GOLD Options will be granted pursuant to, and shall at all times be subject to, the terms of the Company’s second amended and restated stock option plan dated April 5, 2019, as the same may be amended, supplemented or replaced from time to time (ivthe “GOLD Plan”) and the exercise price; (v) the date terms of purchase and settlement; (vi) the premium to an option agreement as may be paid determined 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 saleBoard and/or its compensation committee; (iv) the sales priceBRI Options will be granted pursuant to, and shall at all times be subject to, the terms of a customary long-term incentive plan to be adopted by BRI prior to its IPO (the “BRI Plan”) and the terms of an applicable award agreement as may be determined by the board of directors and/or compensation committee of BRI; and (v) each of the GOLD Options and the BRI Options will be exercisable for a period of five years from the grant date of settlement; (vi) the total amount payable thereof, subject to the Portfolio upon such sale; and (vii) the name terms of the Clearing Agent through whom GOLD Plan and BRI Plan, respectively. Notwithstanding the sale was made. Custodian shall consent to foregoing, the delivery terms of the Option sold by GOLD Options and BRI Options may be amended if required to comply with 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 requirements 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 applicable stock 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 therewithwith an IPO.
(i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:
Appears in 2 contracts
Sources: Employment Agreement (U.S. GoldMining Inc.), Employment Agreement (U.S. GoldMining Inc.)
Options. Concurrently and as of even date herewith, the Company shall grant to the Executive options or warrants (“Options”) covering 200,000 shares (the “Option Shares”) of the Company’s common stock, $.0001 par value (the “Common Stock”). The Options shall vest in equal monthly installments over a one-year period commencing on the Effective Date (e.g., first monthly vesting will occur on August 30, 2003), subject to the Executive continuing to be employed hereunder at the time specified for vesting, shall be exercisable to the extent then vested and shall be exercisable at an exercise price (“Exercise Price”) per Option Share equal to the closing price per share of Common Stock on the OTCBB exchange on the date which Executive commences his employment, and shall expire to the extent not theretofore exercised upon the earliest to occur of (a) Purchase the fourth anniversary of Options by a Portfolio Upon the purchase by a Portfolio Effective Date; (b) 90 days following the date of termination of the Executive’s employment for any reason other than those set forth below in this Section 5.3(c) hereof; or (c) immediately in the event of any termination by the Company of the Executive’s employment pursuant to Section 8.1 or Section 8.3 hereof. The number of Option Shares and the Exercise Price thereof shall be subject to equitable and proportionate adjustment as determined by the Board from time to time to reflect stock splits, reverse stock splits, stock dividends, recapitalizations, reclassifications and similar events of dilution. The Options will not be exercisable by the Executive unless or except to the extent that (a) the underlying Option Shares are registered under the Securities Act of 1933, as defined belowamended, and registered or qualified under applicable state securities laws (collectively, the “Securities Laws”), or (b) in the Fund on behalf reasonable opinion of counsel to the Company, exemptions from the registration and qualification provisions of such Securities Laws are applicable to the transaction. The Options will also contain such investment representations by the Executive as may reasonably be requested by the Company’s counsel to insure compliance with applicable Securities Laws. The Options shall be issued pursuant to a stock option plan or stock option agreement approved by the Board of Directors of the Portfolio shall promptly deliver to the Custodian Company and will be contained in a certificate signed by an appropriate officer separate document in customary form dated as of the Fund (a "Certificate") specifying with respect Effective Date and executed by the Company and the Executive on the date hereof or promptly thereafter; and, pending such execution, this Section 5.3 shall be deemed to each such Option: (i) whether constitute the Option is a put or call Option; (ii) grant of and contain the name terms of the issuer Options. The grant and exercise of the securities such Options shall be 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 Company’s completion 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 and all required or call); (ii) the name of the issuer of the necessary state or federal 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 Certificatefilings and/or disclosure documents.
(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:
Appears in 2 contracts
Sources: Employment Agreement (Molecular Imaging Corp), Employment Agreement (Molecular Imaging Corp)
Options. At the Effective Time, options under the Company's Amended and Restated 1994 Stock Option Plan (athe "Assumed Stock Option Plan") Purchase of Options by to purchase Shares (each, a Portfolio Upon the purchase by a Portfolio of any Option (as defined below"Company Option"), which are then outstanding and unexercised, shall cease to represent a right to acquire Shares and shall be converted automatically into options to purchase shares of common stock, par value $.001 per share, of Parent ("Parent Common Stock"), and Parent shall assume each such Company Option subject to the Fund on behalf terms of the Portfolio shall promptly deliver to Assumed Stock Option Plan, in each case as heretofore amended or restated, as the Custodian a certificate signed by an appropriate officer of case may be, and the Fund (a "Certificate") specifying with respect to each such Option: agreements evidencing grants thereunder; PROVIDED, HOWEVER, that from and after the Effective Time, (i) whether the number of shares of Parent Common Stock purchasable upon exercise of such Company Option is a put or call Option; shall be equal to the number of Shares that were purchasable under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (as hereinafter defined), and rounding to the nearest whole share, and (ii) the name per share exercise price under each such Company Option shall be adjusted by dividing the per share exercise price of each such Company Option by the Exchange Ratio, and rounding down to the nearest cent. The terms of each Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction with respect to Parent Common Stock on or subsequent to the Effective Date. Notwithstanding the foregoing, each Company Option which is intended to be an "incentive stock option": (as defined in Section 422 of the issuer Internal Revenue Code 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 1986, as the clearing agent amended, (the "Clearing AgentCode"). 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 adjusted 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 requirements of Section 424 of the Portfolio shall promptly deliver to Custodian a Certificate instructing Custodian to deliverCode. Accordingly, 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 any incentive stock options, fractional shares shall be rounded down to the Option being purchased: (i) that the transaction is a Closing Purchase Transaction; (ii) the name nearest whole number of the issuer of the securities subject to such Option shares and the title and number of such securities; (iii) the per share exercise price; (iv) the premium to price shall 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 rounded down 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 agreementnearest cent. The Exchange Ratio is 0.197656.
(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:
Appears in 1 contract
Options. The Offer is made only for Shares and is not being made for any outstanding options to acquire Shares (a) Purchase of Options by a Portfolio Upon the purchase by a Portfolio of any “Options”). If you wish to tender Shares underlying Options, you must first exercise such 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"extent vested and exercisable) 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 its terms in sufficient time 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 tender pursuant to the Option and Offer the title and number Shares received upon exercise of such securities; (iii) the date of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable Option. Pursuant to the Portfolio upon such sale; and (vii) Merger Agreement, immediately following the name Effective Time, each portion of the Clearing Agent through whom the sale was made. Custodian shall consent to the delivery of the an 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 is not a Rollover Option (as defined below) purchased by and that is outstanding and vested immediately prior to the Portfolio pursuant to subsection (a) above, Effective Time and then exercisable for a per share exercise price less than the Fund on behalf Merger Consideration that would be payable in respect of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to Shares underlying such Call Option: Option (i) the name of the issuer of the securities subject to any such Call Option and the title and number portion of such securities; (iiOption, an “In-the-Money Cash Out Option”) the expiration date; (iii) the date of exercise and settlement; (iv) the exercise price per share; (v) the total amount to will 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 canceled in exchange for the account of the Portfolio the total amount payable payment to the Clearing Agent through whom the Call holder of such Option was exercised; provided that the same conforms of an amount in cash equal to the total amount payable as set forth in such Certificateamount, 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 if any, 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 which (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 Merger Consideration that the same conforms to the amount would be 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 terms of the Merger Agreement in Covered Call Optionsrespect of the Shares issuable upon exercise of such In-the-Money Cash Out Option had such In-the-Money Cash Out Option been exercised in full prior to the Effective Time exceeds (B) the aggregate exercise price for such In-the-Money Cash Out Option (net of tax withholding). In addition, as of the Effective Time, Parent shall substitute the portion of any Option that is outstanding and shall imposeunvested immediately prior to the Effective Time, is then held by employees of Carbon Black or direct any of its Subsidiaries who remain employees of Parent or its Subsidiaries or who do not accept an offer of employment from Parent but have not been affirmatively terminated pursuant to the Securities Depository or Book Entry Account to imposeMerger Agreement (each, 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 “Continuing Employee” and described in the preceding subsection (e) is exercisedcollectively, the Fund “Continuing Employees”) and is exercisable for a per share exercise price less than the Merger Consideration (any such portion of such Option, a “Rollover Option”), with an option to acquire shares of Class A Common Stock of Parent (“Parent Common Stock”), on behalf the same material terms and conditions as were applicable to such Rollover Option as of immediately prior to the Effective Time (except that Table of Contents any continued employment or service requirement will be based on the applicable Continuing Employee’s continued employment or service (but excluding any consultants) with Parent or its subsidiaries (including the Surviving Corporation) following the closing 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 Merger). The number of shares of Parent Common Stock 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 Rollover 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 exercise price for 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 Rollover Option, and certain other terms of such Rollover Options will be adjusted or otherwise modified as provided for in the Merger Agreement (B) delete each such Option from statements delivered Rollover Option, as adjusted, a “Substituted Option”). All Options with a per share exercise price equal to or greater than the Merger Consideration or held by each individual who Carbon Black terminates pursuant to the Fund by Custodian pursuant to Section 16 of this agreementMerger Agreement (each, a Non-Continuing Employee) will be canceled for no consideration.
(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:
Appears in 1 contract
Sources: Offer to Purchase (Vmware, Inc.)
Options. (a) Purchase At the Effective Time, each option granted by FUSA to purchase shares of Options by FUSA Common Stock which is outstanding and unexercised immediately prior thereto shall cease to represent a Portfolio Upon right to acquire shares of FUSA Common Stock and shall be converted automatically into an option to purchase shares of Banc One Common Stock in an amount and at an exercise price determined as provided below (and otherwise subject to the purchase by a Portfolio terms of any Option the FUSA benefit plans, including provisions regarding accelerated vesting, as identified in the FUSA Disclosure Schedule under which they were issued (as defined below)collectively, the Fund on behalf of the Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer of the Fund (a "CertificateFUSA Stock Plans") specifying with respect to each such Option: and the agreements evidencing grants thereunder)):
(i) whether The number of shares of Banc One Common Stock to be subject to the Option is a put or call Optionnew option shall be equal to the product of the number of shares of FUSA Common Stock subject to the original option and the Common Exchange Ratio, provided that any fractional shares of Banc One Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and
(ii) The exercise price per share of Banc One Common Stock under the name of the issuer of the securities subject new option shall be equal to the Option and exercise price per share of FUSA Common Stock under 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 original option divided 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 Common Exchange Ratio, provided that such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian exercise price shall pay the premium payable be rounded down 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 Certificatenearest whole cent.
(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 The adjustment provided herein 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 any options 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 are "incentive stock options" (as defined below) purchased by the Portfolio pursuant to subsection (a) above, the Fund on behalf in Section 422 of the Portfolio Internal Revenue Code of 1986, as amended (the "Code")) shall promptly deliver be and is intended to Custodian be effected in a Certificate specifying manner which is consistent with respect to such Call Option: (iSection 424(a) the name of the issuer Code. The duration and other terms of the securities subject new option shall be the same as the original option except that all references 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 FUSA shall be deemed 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 references 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 agreementBanc One.
(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:
Appears in 1 contract
Sources: Merger Agreement (First Usa Inc)
Options. (a) Purchase of Options by a Portfolio Upon At the Effective Time, each outstanding, unexercised and unexpired Target Option to purchase by a Portfolio of any Option (Target Common Stock granted under Target’s 2001 Stock Incentive Plan, 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 amended (the "Clearing Agent"). Upon receipt “Target Option Plan”) shall be assumed by Acquiror and each holder of a Clearing Agent's confirmation of the purchase of the an assumed Target Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolioshall be entitled, 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) abovethe terms of such option, to purchase after 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 Effective Time that number of such securities; (iii) shares of Acquiror Common Stock, determined by multiplying the date number of sale; (iv) the sales price; (v) the date shares 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 Target Common Stock subject to such Call Target Option at the Effective Time by the Exchange Ratio, 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 for each such Option will equal the exercise price of the Target Option immediately prior to the Effective Time divided by the Exchange Ratio, such exercise price being rounded up to the nearest whole cent. If the foregoing calculation results in an assumed option being exercisable for a fraction of a share; (v) , then the total amount number of shares of Acquiror Common Stock subject to such option will be rounded down to the nearest whole number with no cash being payable for such fractional share. The term, exercisability, vesting schedule, status as an “incentive stock option” under Section 422 of the Code, if applicable, and all other terms of the Target Options will otherwise be unchanged. Continuous employment with Target will be credited to an optionee for purposes of determining the number of shares subject to exercise after the Effective Time. Promptly after the Effective Time, Acquiror will notify in writing each holder of a Target Option of the assumption of such Target Option by Acquiror, and the number of shares of Acquiror Common Stock that are then subject to such option and the exercise price of such option, as determined pursuant to this Section 1.3.1. Acquiror will cause the Acquiror Common Stock issuable upon exercise of the assumed Target Options to be paid by the Portfolio upon such exercise; and (vi) the name registered on Form S-8 of the Clearing Agent through whom such Call Option was exercised. Custodian shall, upon SEC within 15 Business Days after the Effective Time (assuming timely receipt of the securities underlying Spreadsheet, all option documentation relating to the Call Option Target Options outstanding immediately prior to the Effective Time and all signatures, opinions and consents required for such registration statement), will exercise commercially reasonable efforts to maintain the effectiveness of such registration statement for so long as such assumed Target Options remain outstanding and will reserve a sufficient number of shares of Acquiror Common Stock for issuance upon exercise thereof. The Form S-8 shall not cover the shares of Acquiror Common Stock subject to any Target Options assumed by Acquiror which was exercised,(A) pay out are held by persons who do not become employees of the moneys held for Acquiror at 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 Effective Time or do not otherwise have 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 service relationship with the customs prevailing among brokers in Covered Call Options, and shall impose, or direct Acquiror at 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 receiptsEffective Time.
(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:
Appears in 1 contract
Options. (a) Purchase each Option outstanding immediately prior to the Effective Time that has not been duly exercised (whether vested or unvested) shall, substantially in accordance with the terms of Options the 2021 Omnibus Long-Term Incentive Plan, without any further action by a Portfolio Upon the purchase by a Portfolio of any Option (as defined below), the Fund or on behalf of the Portfolio shall promptly deliver holder thereof, be deemed to be assigned and transferred by the holder thereof to the Custodian Company in exchange for an option granted by the Purchaser (each, a certificate signed “Replacement Option”) entitling the holder thereof to purchase from the Purchaser that number of Purchaser Shares equal to: (a) the Exchange Ratio multiplied by an appropriate officer (b) the number of Subordinate Voting Shares subject to such Option immediately prior to the Fund Effective Time, provided that if the foregoing would result in the issuance of a fraction of a Purchaser Share on any particular exercise of Replacement Options, then the number of Purchaser Shares otherwise purchasable shall be rounded down to the nearest whole number of Purchaser Shares (with all future exercises that are effected concurrently by a "Certificate") specifying with respect to each holder of Replacement Options being aggregated before any such Option: reduction is effected); and which Replacement Option shall (i) whether provide for an exercise price for each whole Purchaser Share (the “Replacement Option is a put or call Option; Exercise Price”) that may be purchased under such Replacement Option (ii) the name of the issuer of the securities subject rounded up to the Option and the title and number of such securities; (iiinearest whole cent) the expiration dateequal to: (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; (ivx) the exercise price per share; Subordinate Voting Share otherwise purchasable pursuant to such Option immediately prior to the Effective Time, divided by (vy) 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 shallExchange Ratio, 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 aggregate exercise price payable on any exercise of Replacement Options shall be rounded up to the total amount payable as set forth in nearest whole cent (with all future exercises that are effected concurrently by a holder of Replacement Options being aggregated before any such Certificateincrease is effected), and (Bii) 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 be issued under and governed by the Portfolio pursuant 2021 Omnibus Long-Term Incentive Plan, and all terms and conditions of a Replacement Option, including the term to subsection (a) hereofexpiry or vesting, conditions to and manner of exercise or settlement, and any terms governing the Fund on behalf effect of termination of a holder’s employment or engagement, shall, subject to this Section 2.3(3)(a), be the same as set out in the 2021 Omnibus Long-Term Incentive Plan and the applicable grant agreement 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 for which it was exchanged, and the title grant agreement previously evidencing such Option shall thereafter evidence and number of be deemed to evidence such securities; (ii) Replacement Option. Notwithstanding 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 foregoing: (A) deliver or cause if necessary to satisfy the Securities Depository or Book Entry Account to deliver, out requirements of subsection 7(1.4) of the account Tax Act in respect of the Portfolio exchange of an Option for a Replacement Option pursuant to this Section 2.3(3)(a), the Replacement Option Exercise Price shall automatically be, and shall be deemed to be, adjusted, by the amount, and only to the extent, necessary to ensure that the In the Money Amount of the Replacement Option immediately after the exchange does not exceed the In the Money Amount of the Option to which such Put Replacement Option was allocated, relates immediately before the securities which were subject to such Put Optionexchange; provided that the same conforms to the amount payable to the Portfolio as set forth in such Certificate, and (B) delete for any Option that is intended to qualify as an “incentive stock option” within the exercised Put Option from the statements to be delivered to the Fund pursuant to meaning of 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 422 of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to Code, it is intended that 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 adjustment described in the preceding subsection prong (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 (eA) of this Section 14 2.3(3)(a) will comply with respect to the Covered Call Treasury Regulation Section 1.424(1)(a); and (C) for any Option that is a nonqualified option being liquidated through the Closing Purchase Transactionheld by a U.S. taxpayer, Custodian shall it is intended that such adjustment described in prong (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 2.3(3)(a) will be implemented in a Portfolio and described in subsection (e) manner intended to comply with Section 409A 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 therewithCode.
(i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:
Appears in 1 contract
Sources: Arrangement Agreement (Telus Corp)
Options. (a) Purchase On the Effective Date, whether or not then exercisable, each outstanding option to purchase shares of Options by Main Street Common Stock under the Main Street Stock Plans (each, a Portfolio Upon the purchase by a Portfolio of any Option (as defined below), the Fund on behalf of the Portfolio “Main Street Stock Option”) shall promptly deliver to the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying be converted into and become rights with respect to BB&T Common Stock, and BB&T shall assume each such Option: Main Street Stock Option in accordance with the terms of the Main Street Stock Plans, except that from and after the Effective Time (i) whether BB&T and its Compensation Committee shall be substituted for Main Street and the Option is a put or call Option; relevant committee of Main Street’s Board of Directors for purposes of administering the Main Street Stock Plans, (ii) the name each Main Street Stock Option assumed by BB&T may be exercised solely for shares of the issuer of the securities subject to the Option and the title and number of such securities; BB&T Common Stock, (iii) the expiration date: number of shares of BB&T Common Stock subject to each such Main Street Stock Option shall be the number of whole shares of BB&T Common Stock (omitting any fractional share) determined by multiplying the number of shares of Main Street Common Stock subject to such Main Street Stock Option immediately prior to the Effective Time by the Stock Exchange Ratio, and (iv) the per share exercise priceprice under each such Main Street Stock Option shall be adjusted by dividing the per share exercise price under each such Main Street Stock Option by the Stock Exchange Ratio and rounding up to the nearest cent. Notwithstanding the foregoing, BB&T may, at its election, substitute as of the Effective Time options under the BB&T Corporation 2004 Stock Incentive Plan or any other duly adopted comparable plan (in either case, the “BB&T Option Plan”) for all or a part of the Main Street Stock Options, subject to the following conditions: (A) the requirements of (iii) and (iv) above shall be met; (vB) such substitution shall not constitute a modification, extension or renewal of any of the date of purchase Main Street Stock Options and settlement; (vi) shall be tax neutral to the premium to be paid by the Portfoliooption holder; and (viiC) the name substituted options shall continue in effect on the same terms and conditions as provided in the Main Street Stock Option Agreements and the Main Street Stock Plans governing each Main Street Stock Option. BB&T shall cause each grant of a converted or substitute option to any individual who subsequent to the Merger will be a director or officer of BB&T as construed under Commission Rule 16b-3, as a condition to such conversion or substitution, to be approved in accordance with the provisions of Rule 16b-3. Each Main Street Stock Option that is an incentive stock option shall be adjusted as required by Section 424 of the registered broker-dealer who Code, and the Regulations promulgated thereunder, so as to continue as an incentive stock option under Section 424(a) of the Code, and so as not to constitute a modification, extension or renewal of the option within the meaning of Section 424(h) of the Code. Each Main Street Stock Option that is acting intended to be exempt from the application of Code Section 409A and related regulations or other guidance shall be subject to adjustment as necessary in order to comply with Prop. Reg. §1.409A-1(b)(5)(v)(D), or any successor provisions thereto. BB&T and Main Street agree to take all necessary steps to effectuate the foregoing provisions of this Section 3.06. BB&T has reserved and shall continue to reserve adequate shares of BB&T Common Stock for delivery upon exercise of any converted or substitute options. Within five business days after the Effective Time, if BB&T has not already done so, BB&T shall file a registration statement on Form S-3 or Form S-8 (or any successor or other appropriate form), as the clearing agent case may be, with respect to the shares of BB&T Common Stock subject to converted or substitute options and shall use its reasonable efforts to maintain the effectiveness of such registration statement (and maintain the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation current status of the purchase prospectus or prospectuses contained therein) for so long as such converted or substitute options remain outstanding. With respect to those individuals, if any, who subsequent to the Merger may be subject to the reporting requirements under Section 16(a) of the Exchange Act, BB&T shall administer the Main Street Stock Plans assumed pursuant to this Section 3.06 (or the BB&T Option held by such Clearing Agent for Plan, if applicable) in a manner that complies with Rule 16b-3 promulgated under the account of Custodian as custodian for the Portfolio, Custodian shall pay the premium payable Exchange Act to the Clearing Agent through whom extent necessary to preserve for such individuals the purchase was made; provided, that such premium conforms benefits of Rule 16b-3 to the total premium payable extent such benefits were available to them prior to the Effective Time. Main Street hereby represents that the Main Street Stock Plans in their current forms comply with Rule 16b-3 to the extent, if any, required as set forth in such Certificateof the date hereof.
(b) Sale of Options by a Portfolio Upon As soon as practicable following the sale of any Option purchased by a Portfolio in accordance with subsection (a) aboveEffective Time, the Fund on behalf of the Portfolio BB&T shall promptly deliver to Custodian a Certificate specifying with respect to the participants receiving converted options under the BB&T Option Plan an appropriate notice setting forth 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 Certificateparticipant’s rights pursuant thereto.
(c) Upon Eligibility to receive stock option grants following 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 Effective Time 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 BB&T Common Stock shall be paid determined 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 BB&T in accordance with the customs prevailing among brokers its plans and procedures as in Covered Call Optionseffect from time to time, 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 Certificatecontractual obligations.
(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:
Appears in 1 contract
Options. At the Effective Time, each option to purchase shares of Company Common Stock (a"Stock Options") Purchase theretofore granted under any stock option or stock appreciation rights plan, program or arrangement of Options the Company or under any stock option award agreement, including, without limitation, the Company's 2000 Stock Option Plan and related Enterprise Management Incentive Sub-Plan (the "Stock Option Plans"), whether vested or unvested in accordance with its terms (including by reason of the transactions contemplated by this Agreement), shall immediately terminate. Neither the Surviving Company nor Buyer shall assume any such Stock Option and, except for Buyer's cash payment obligation pursuant to the following provisions of this Section 6.7(a), from and after the Effective Time neither the Surviving Company nor Buyer shall otherwise have any obligation with respect to any Stock Option. Each holder of a Portfolio Upon the purchase by a Portfolio of any Stock Option (whether or not exercisable) which remains outstanding immediately prior to the Effective Time and is not otherwise exercised with an exercise price per share of Company Common Stock less than the Per Share Merger Consideration shall be entitled to receive from Buyer an amount in cash equal to the number of shares of Company Common Stock subject to the Stock Option times the difference between (i) the Per Share Merger Consideration and (ii) the per share exercise or purchase price of such Stock Option as defined below), the Fund on behalf of the Portfolio date hereof, which amount shall promptly deliver be subject to the Custodian a certificate signed Per Share Escrow Amount to be withheld (which will be withheld by an appropriate officer Buyer from the payment to be made to such holder pursuant to this Section 6.7(a) and deposited with the Escrow Agent by Buyer at the Closing in accordance with Section 3.3)). Payment of the Fund (a "Certificate") specifying amount determined pursuant to the preceding sentence with respect to each such Option: (i) whether Stock Option outstanding immediately prior to the Option is a put or call Option; (ii) Effective Time shall be made to the name holder of the issuer of Stock Option or such Escrow Agent, as applicable, as soon as reasonably practicable (but in no event later than five business days) after the securities subject Effective Time. Buyer and such Escrow Agent shall be entitled to the Option deduct and the title and number of withhold from any payment contemplated by this Section 6.7(a) 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 Portfolioamounts, Custodian shall pay the premium payable to the Clearing Agent through whom the purchase was made; providedif any, 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; deducted 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 withheld 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 making of such securities; (iii) payment under 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 Code or any Covered Call Option written by a Portfolio and described in subsection (e) of this Section 14other applicable Legal Requirement. To the extent that any amounts are so withheld, Custodian such withheld amounts 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 be treated for all purposes of this Agreement as having been paid to the holder of the Stock Option in respect of which such deduction and withholding was made. Prior to the Closing Date, Company shall take such actions or cause such actions to be taken as are necessary to cause the transactions contemplated by this Section 14, the following terms shall have the meanings as set forth below:6.7(a) to be accomplished.
Appears in 1 contract
Options. (a) Purchase of Options by a Portfolio Upon the purchase by a Portfolio of any Option (as defined below), the Fund on behalf As of the Portfolio shall promptly deliver Redemption Date, each outstanding option to the Custodian a certificate signed by purchase shares of Liberty Entertainment Stock (each, an appropriate officer of the Fund (a "CertificateOutstanding Liberty Entertainment Option") specifying will be split, automatically, into two option awards:
(i) an option award (an "LEI Option") to purchase the number and series of whole shares of LEI Stock which the holder would have received on the Redemption Date with respect to each the shares of Liberty Entertainment Stock subject to such Option: (i) whether Outstanding Liberty Entertainment Option if the holder had exercised such Outstanding Liberty Entertainment Option is immediately prior to the Redemption Date, with any fraction of a put or call Optionshare rounded down to the nearest whole number; and
(ii) an adjusted option award (an "Adjusted Liberty Entertainment Option") to purchase the name number and series of whole shares of Liberty Entertainment Stock which the issuer of holder would have retained immediately following the securities subject Redemption Date had the holder exercised such Outstanding Liberty Entertainment Option immediately prior to the Redemption Date, with any fraction of a share rounded down to the nearest whole number. The aggregate intrinsic value of each Outstanding Liberty Entertainment Option will be allocated between the LEI 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 Adjusted Liberty Entertainment Option, in each case, with any fraction of a Clearing Agent's confirmation of cent in the purchase of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolioresulting exercise price rounded up, 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 the formula set forth on Schedule 3.3. All other terms of the LEI Options and related Adjusted Liberty Entertainment Options (a) aboveincluding, for example, the Fund on behalf vesting terms thereof) will, in all material respects, be the same as those of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: corresponding Outstanding Liberty Entertainment Option, except (iA) 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 as 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 that the exercised Call Option from options will continue to vest so long as the statements delivered holder provides service (whether as an employee, consultant or nonemployee director, as the case may be) to any of LMC and its Subsidiaries, LEI and its Subsidiaries and any other Person that was a Subsidiary of LMC until the capital stock of such Person was distributed to the Fund pursuant holders of one or more series of LMC common stock (subject to Section 16 any acceleration of this agreement.
(d) Upon the exercise by a Portfolio of any Put Option (as defined below) purchased vesting otherwise provided or permitted 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 terms 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 agreementaward).
(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:
Appears in 1 contract
Sources: Reorganization Agreement (Liberty Entertainment, Inc.)
Options. (a) Purchase As soon as practicable following the date of Options by a Portfolio Upon this Agreement, the purchase by a Portfolio Company's Board of Directors (or, if appropriate, any committee administering the Option Plans (as defined below), ) shall adopt such resolutions or take such other actions as may be required to effect 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 Optionfollowing: (i) whether cause all options to purchase shares of Company Common Stock (collectively "Options") granted by the Company under the Company's stock option plans listed in Section 2.6 of the Company Disclosure Schedule (collectively, the "Option Plans") that remain outstanding immediately prior to the Effective Time to be assumed automatically by Parent and converted automatically to entitle the holder thereof to subscribe to, purchase or acquire from Parent, on the same terms and conditions as applied under such Option immediately prior to the Effective Time (subject to the acceleration of vesting to the extent provided under the corresponding Option Agreements and/or employment agreements), the number of shares of Parent Common Stock which equals the product of the corresponding Per Share Merger Consideration times the number of shares of Company Common Stock subject to such Option immediately prior to the Effective Time (rounded to the nearest whole share), at an exercise price per share of Parent Common Stock equal to the exercise price per share of Company Common Stock then specified with respect to such Option divided by the corresponding Per Share Merger Consideration (rounded to the nearest whole cent); provided, however, in the event of any Option which is an incentive stock option as defined in Section 422 of the Code, the aggregate adjusted exercise price of such Option and the number of shares to which such Option is a put or call Optionexercisable shall be computed in compliance in all respects with the requirements of Section 424(a) of the Code, including the requirements that such adjustments not confer on the holder of any Option any additional benefits not currently provided under the corresponding Option Plan; (ii) make such other changes to the name of Option Plans as it deems appropriate to give effect to the issuer of the securities Merger (subject to the Option and the title and number approval of such securitiesParent, which shall not be unreasonably withheld); (iii) ensure that no action is taken to cash out or redeem Options prior to the expiration date: Effective Time; and (iv) ensure that, after the exercise price; (v) Effective Time, no Options may be granted under any Option Plan. As promptly as practicable after the date Effective Time, Parent shall issue to each holder of purchase and settlement; (vi) the premium to be paid an Option a written instrument evidencing its assumption 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 CertificateParent.
(b) Sale of Options by a Portfolio Upon Parent and the sale of any Option purchased by a Portfolio in accordance with subsection (a) above, Company shall take all corporate action necessary to effectuate the Fund on behalf assumption 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 Options 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 (aSection 2.6(a) above, the Fund on behalf of the Portfolio and Parent 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:take all corporate actions
Appears in 1 contract
Options. J▇▇ shall receive an option to purchase 100,000 shares common stock of Contango for each Prospect that results in the drilling of an exploration well on such Prospect that is capable of producing oil or gas in paying quantities (a) Purchase of Options by a Portfolio Upon the purchase by a Portfolio of any Option (as defined below“successful well”), 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 as well as for each Reserve Acquisition in which Contango has invested with J▇▇. 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) aboveProspects, the Fund on behalf of options shall vest as follows: 33,333 options shall vest and become exercisable upon the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such saleearlier of: (i) the type of Option (put test establishing that a successful well has been completed or call); (ii) the name date of first production from such well; 33,333 options shall vest and become exercisable when Prospect Payout has occurred; and 33,334 options shall vest and become exercisable when Contango’s return on investment attributable to such Prospect equals fifteen percent (15%). With respect to Reserve Acquisitions, the options shall vest as follows: 33,333 options shall vest and become exercisable upon closing of the issuer Reserve Acquisition; 33,333 options shall vest and become exercisable when Reserve Acquisition Payout (as hereinafter defined) has occurred; and 33,334 options shall vest and become exercisable when Contango’s return on investment attributable to such Reserve Acquisition equals fifteen percent (15%). The per share exercise price of the securities subject options shall be the greater of (i) $1.00 and (ii) the average closing price of Contango common stock on the NASDAQ bulletin board for the 20 trading days prior to logging the successful well in the case of Prospects, or prior to the Option and execution of a letter of intent to purchase in the title and number case 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 madea Reserve Acquisition. Custodian The term “Reserve Acquisition Payout” 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 be defined the same conforms to as the total amount payable term “Prospect Payout,” as set forth in such Certificate.
(c) Upon Section 2.3, with the exercise by exception that the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) aboverevenues, the Fund on behalf of deductions from revenues, and the Portfolio costs and expenses to be considered shall promptly deliver be those relating to Custodian a Certificate specifying the oil and gas interests acquired in connection with that particular Reserve Acquisition, rather than solely with respect to such Call Option: (i) the name of the issuer of the securities subject to such Call Option and the title and a particular Prospect. The number of such securities; (ii) the expiration date; (iii) the date shares of exercise Contango common stock for which J▇▇ is entitled to receive an option to purchase and settlement; (iv) the exercise price per share; of such options are subject to adjustment as provided in Section 2.6. In case of any consolidation with or merger of Contango with or into another person (v) except for a merger or consolidation in which Contango is the total amount continuing entity), or in case of any sale, lease or conveyance to be paid by the Portfolio upon such exercise; and (vi) the name another person of the Clearing Agent through whom such Call Option was exercised. Custodian shallproperty of Contango as an entirety or substantially as an entirety, 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 all options granted under this Section 2.5 shall vest in full prior 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 occurrence 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 agreementevent.
(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:
Appears in 1 contract
Options. (aA) Purchase Subject to receipt of Options all of the receipt of all of the approvals required by a Portfolio Upon law, including approval of the purchase by a Portfolio Company’s board of any Option directors, the Company’s audit committee, and approval of the general meeting, as well as the approval in principle of the Tel Aviv Stock Exchange Ltd. (the “Stock Exchange”) to register the Exercise Shares, as defined below, for trade, and the execution of an options agreement between the Company and the Chairman, within 7 days of the receipt of the last of the approvals specified above (the “Grant Date”), the Fund on behalf Company will allocate 632,316 nonnegotiable options to the Chairman for no consideration, each one of which may be exercised for one ordinary Company share of par value NIS 1 (the “Exercise Shares”). The options shall be exercisable for shares in the Company in consideration of a price of NIS 3.25 for each Company share of par value NIS 1 (the “Options” and the “Exercise Price”) (the “Options Agreement”). The Options shall be exercisable by providing notice of their being exercised and payment of the Portfolio shall promptly deliver to Exercise Price as specified above. Without derogating from what is stated in this Subsection (A), the Custodian a certificate signed by an appropriate officer exercising 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 Options will be done subject to the Option and provisions of the title and number Options Agreement.
(B) The Options will vest over the course of 36 months as of March 20, 2012, the date on which the Company’s board of directors approved the allocation of the Options to the Chairman (the “Effective Date”), in a manner such securities; that during each quarter (iii3 months) as of the expiration dateEffective Date, the Chairman will be able to exercise 1/12 of the total quantity of the Options, provided that on the Options’ Exercise Date, Makov will serve as Chairman of the Board of the Company Options which have vested shall be exercisable until the earlier of the following dates: (iv1) 6 years from the exercise priceGrant Date; or (v2) 12 months after the end of Makov’s service as Chairman of the Board of the Company for any reason whatsoever. Options which have not vested by the date of purchase and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name end of Makov’s service as Chairman of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation Board 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 Company will expire 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 end 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 Certificatehis service.
(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:
Appears in 1 contract
Options. (a) Purchase The Right 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 First Offer 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 Section 13.14 of the Portfolio Lease is hereby deleted. Tenant shall promptly deliver have no option under the Lease to Custodian a Certificate specifying with respect renew, extend, expand, terminate, or cancel; no right of first offer, first refusal, or purchase; and no similar rights or options, except as follows: Landlord hereby grants Tenant an option to renew the Lease (“Renewal Option”), on the same terms, conditions and provisions contained in the Lease except as otherwise provided herein, for one period of five years (“Renewal Term”), commencing on the day after the Lease Expiration Date. Tenant shall exercise its Renewal Option for the Renewal Term by giving written notice to Landlord at least twelve (12) months before the Lease Expiration Date, time being of the essence. If such saleRenewal Option is not so exercised, it shall thereupon expire. Tenant may exercise the Renewal Option, and its exercise thereof shall be effective, only if at the time of Tenant’s exercise, and on the first day of the Renewal Term: (i) the type of Option (put or call); Lease is in full force and effect, (ii) Tenant is not in Default under 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) aboveLease or this Amendment, 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) Tenant is in possession of the total amount entire Premises. Base Annual Rent per rentable square foot of the Premises payable during the Renewal Term shall be equal to the Portfolio upon such delivery. Upon the return and/or cancellation of any receipts delivered pursuant to subsection Market Rental Rate (eas hereafter defined) hereof, Custodian shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities as specified in the Certificate per rentable square foot for the amount Premises. Landlord shall give Tenant written notice of the proposed Market Rental Rate within sixty (60) days following written request by Tenant made not earlier than fifteen (15) months prior 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 the commencement of an the Renewal Term. If Tenant has validly exercised said Renewal Option, then within thirty (30) days after request by either party hereto, Landlord and Tenant shall enter into a written amendment to the Fund on behalf of Lease confirming the Portfolio shall promptly deliver terms, conditions and provisions applicable to Custodian a Certificate specifying the Renewal Term as determined in accordance herewith. The Renewal Option may be exercised only with respect to the Option being purchased: entire Premises (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 agreementOriginal Premises plus Expansion Premises).
(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:
Appears in 1 contract
Sources: Lease (Pc Tel Inc)
Options. (a) Purchase The Lessee has the option to make advance rental payments for deposit in the Reimbursement Account of Options the Lease Payments Fund for application in connection with the redemption of Bonds or payment of amounts owed to the Bank under the Reimbursement Agreement (or, if the Letter of Credit is no longer in effect and amounts owed to the Bank under the Reimbursement Agreement are paid in full, in the Redemption Account of the Bond Fund) to effect the retirement of the Bonds in whole or the redemption in whole or in part of the Bonds, all in accordance with the terms of the Indenture; provided, however, that no partial redemption of the Bonds may be effected through advance rental payments hereunder if there shall exist and be continuing an Event of Default hereunder other than Events of Default under Sections 7.1(c) or (f) hereof. The Lessee shall exercise its option to make such advance rental payments by delivering a Portfolio Upon written notice of an Authorized Representative of the purchase by a Portfolio of any Option (as defined below)Lessee to the Trustee, the Fund on behalf of Agency and the Portfolio shall promptly deliver Bank not less than forty-five days prior to the Custodian a certificate signed by an appropriate officer of date on which the Fund (a "Certificate") specifying with respect Bonds are to each such Option: be redeemed, setting forth (i) whether the Option is a put or call Option; amount of the advance rental payment, (ii) the name principal amount of the issuer of the securities subject Bonds Outstanding requested to the Option and the title and number be redeemed with such advance rental payment (which principal amount shall be in such minimum amount or integral multiple of such securities; amount as shall be permitted in the Indenture), and (iii) the expiration date: date on which such principal amount of Bonds are to be redeemed. Such advance rental payment shall be delivered to the Trustee not less than the forty-fifth day preceding the date set for redemption of the Bonds and shall be paid to the Trustee in legal tender on or before the redemption date and shall be an amount which, when added to the amount on deposit in the Reimbursement Account of the Lease Payments Fund for application in connection with the redemption of Bonds or payment of amounts owed to the Bank under the Reimbursement Agreement (ivor, if the Letter of Credit is no longer in effect and all amounts owed to the Bank under the Reimbursement Agreement are paid in full, in the Redemption Account of the Bond Fund) and available therefor, will be sufficient to pay the exercise price; (v) Redemption Price of the Bonds to be redeemed, together with interest to accrue to the date of purchase redemption and settlement; (vi) all expenses of the premium Agency, the Bond Registrar, the Trustee and the Paying Agents in connection with such redemption. In the event the Bonds are to be paid by redeemed in whole or otherwise retired, the Portfolio; Lessee shall further pay on or before such redemption date, in legal tender, to the Agency, the Trustee, the Bond Registrar, the Tender Agent, the Remarketing Agent, the Bank and (vii) the name of the registered broker-dealer who is acting Paying Agents, as the clearing agent (case may be, all fees and expenses owed such party or any other party entitled thereto under this Agreement or the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of Indenture together with all other amounts due and payable under this Agreement, the purchase of other Security Documents, the Option held by such Clearing Agent for Remarketing Agreement and 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 CertificateReimbursement Agreement.
(b) Sale of Options by a Portfolio Upon The Lessee shall have the sale of option to purchase the Facility commencing on that date upon which the Bonds may first optionally be redeemed in whole and on any Option purchased by a Portfolio date thereafter permitted therefor as provided 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 CertificateIndenture.
(c) Upon The Lessee shall also have the option to purchase the Facility on any date during the term of this Agreement within ninety (90) days of the occurrence of any of the following events (and the Lessee shall notify the Bank (and its Issuing Agent, if any) in writing of its election to purchase the Facility pursuant to this Section 8.1(c) at least sixty (60) days prior to the exercise of such option):
(1) The Facility shall have been damaged or destroyed to such extent that as evidenced by a certificate of an Independent Engineer filed with the Portfolio of any Call Option (as defined below) purchased by the Portfolio pursuant to subsection (a) aboveAgency, the Fund on behalf of Bank and the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: Trustee (iA) the name Facility cannot be reasonably restored within a period of the issuer of the securities subject to such Call Option and the title and number of such securities; (ii) the expiration date; (iii) one year from the date of exercise and settlement; such damage or destruction to the condition thereof immediately preceding such damage or destruction, (ivB) the exercise price per share; Lessee is thereby prevented or likely to be prevented from carrying on its normal operation of the Facility for a period of one year from the date of such damage or destruction, or (vC) the restoration cost of the Facility would exceed the total amount of all insurance proceeds, including any deductible amount, in respect of such damage or destruction; or
(2) title to, or the temporary use of, all or substantially all of the Facility shall have been taken or condemned by a competent authority which taking or condemnation, results, or is likely to result, in the Lessee being thereby prevented or likely to be paid prevented from carrying on its normal operation of the Facility for a period of one year from the date of such taking or condemnation, as evidenced by a certificate of an Independent Engineer filed with the Agency, the Bank and the Trustee; or
(3) as a result of changes in the Constitution of the United States of America or of the State or of legislative or executive action of the State or any political subdivision thereof or of the United States of America or by final decree or judgment of any court after the contest thereof by the Portfolio upon such exercise; Lessee, this Agreement becomes void or unenforceable or impossible of performance in accordance with the intent and (vi) the name purpose of the Clearing Agent through whom such Call Option was exercised. Custodian shall, parties as expressed herein or unreasonable burdens or excessive liabilities are Imposed upon receipt the Lessee by reason of the securities underlying the Call Option which was exercised,(A) pay out operation of the moneys held for the account Facility; or
(4) The rating of the Portfolio Bank (or, in the total amount payable to the Clearing Agent through whom the Call Option was exercised; provided event that the same conforms to Letter of Credit has been issued by an Issuing Agent, the total amount payable as set forth in such Certificate, and (Brating of the Issuing Agent) delete has been reduced below AA-/A-1+ by the exercised Call Option from the statements delivered to the Fund pursuant to Section 16 of this agreementRating Agency.
(d) Upon The Lessee, in purchasing the Facility pursuant to Section 8.1(c) hereof, shall file with the Agency, the Bank (and its Issuing Agent, if any) and the Trustee the certificate prescribed by Section 8.1(c)(1) or (2) hereof together with a resolution of the board of directors or executive committee of the Lessee (certified as true and correct by an Authorized Representative of the Lessee) to the effect that, as a result of the occurrence of the event giving rise to the exercise by a Portfolio of any Put Option (as defined belowsuch option to purchase, the Lessee has discontinued, or at the earliest practicable date will discontinue, the operation of the Facility for its intended purposes, and in the case of Section 8.1(b) purchased by the Portfolio pursuant to subsection (aor 8.1(c) hereof, the Fund on behalf Lessee shall pay to the Trustee as the purchase price, in legal tender, advance rental payments, for deposit in the Reimbursement Account of the Portfolio shall deliver Lease Payments Fund for reimbursement of amounts owed to Custodian a Certificate specifying the Bank under the Reimbursement Agreement in connection with respect the redemption of Bonds or payment of other amounts owed to such Put Option: the Bank under the Reimbursement Agreement (i) or, if the name Letter of Credit is no longer in effect and all amounts owed to the Bank under the Reimbursement Agreement are paid in full, in the Redemption Account of the issuer Bond Fund) (if payment in full of the securities principal of or the Redemption Price, if any, as the case may be, of, and interest on, all the Outstanding Bonds at maturity or upon earlier redemption has not yet been made) equal to the sum of the following:
(1) An amount which, when added to the amount on deposit in the Reimbursement Account of the Lease Payments Fund for reimbursement of amounts owed to the Bank under the Reimbursement Agreement in connection with the redemption of Bonds or payment of other amounts owed to the Bank under the Reimbursement Agreement (or, if the Letter of Credit is no longer in effect and all amounts owed to the Bank under the Reimbursement Agreement are paid in full, in the Redemption Account of the Bond Fund) and available therefor, will be sufficient to pay, retire and redeem the Outstanding Bonds in accordance with the provisions of the Indenture, including, without limitation, the principal of or the Redemption Price (as the case may be) of, together with interest to maturity or redemption date (as the case may be) on, the Outstanding Bonds or to reimburse the Bank for amounts owed to the Bank under the Reimbursement Agreement in connection therewith;
(2) expenses of redemption, the fees and expenses of the Agency, the Trustee, the Bank (and its Issuing Agent, if any), the Bond Registrar, the Remarketing Agent, the Tender Agent and the Paying Agents and all other amounts due and payable under this Agreement, the Reimbursement Agreement, the Remarketing Agreement and the Indenture; and
(3) one dollar (U.S. $1). Notwithstanding any provision of this Agreement to the contrary, any sale by the Agency, and purchase by the Lessee, of the Facility pursuant to Sections 8.1(b) or (c) shall be subject to such Put Option the lien of the Mortgage until all amounts owed under the Reimbursement Agreement have been paid in full and the title Letter of Credit or other Security Documents then in effect shall have been returned to the Bank for cancellation.
(e) Upon the payment in full of the principal of and number interest on the Outstanding Bonds (whether at maturity or earlier redemption), the Lessee shall have the option to purchase the Agency's interest in the Facility and shall exercise such option by (1) delivering to the Agency and the Bank prior written notice of an Authorized Representative of the Lessee no more than thirty (30) days after the payment in full of the Bonds of the exercise of such securities; option to purchase, which notice shall set forth a requested closing date for the purchase of the Agency's interest in the Facility which shall be not later than sixty (ii60) days after the expiration date; payment in full of the Bonds, and (iii2) paying on such closing date a purchase price equal to the date sum of exercise one dollar (U.S. $1), the fees and settlement; (iv) expenses of the exercise price per share; (v) Agency, the total amount Trustee, the Bank, the Bond Registrar, the Remarketing Agent, the Tender Agent and the Paying Agents and all other amounts due and payable under this Agreement, the Reimbursement Agreement, the Remarketing Agreement or the Indenture, together with any amounts required to be paid to the Portfolio upon such exercise; and (vi) United States government pursuant to the name Indenture. Upon the written request of the Clearing Agent through whom such Put Option was exercised. Custodian shall upon receipt Lessee, the Agency may approve the extension or waiver of any 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 time periods 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 receiptsparagraph.
(f) Whenever Covered Call Option written by The Lessee shall not, at any time, assign or transfer its option to purchase the Facility as contained in this Section 8.1 separate and apart from 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) permitted assignment 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 Agreement pursuant to Section 16 9.3 hereof without the prior written consent of this agreementthe Agency and the Trustee.
(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:
Appears in 1 contract
Sources: Lease Agreement (Technology Flavors & Fragrances Inc)
Options. (a) Purchase Following the Effective Time, each outstanding option to purchase shares of Options by Holdings Common Stock shall remain outstanding and unchanged. A-5 6 (b) Effective at the Effective Time, Holdings hereby assumes the Company's obligations with respect to its stock options, as follows. Not later than the Effective Time, each option to purchase shares of Company Common Stock (each a Portfolio Upon "Company Stock Option") which is outstanding immediately prior to the purchase by a Portfolio of Effective Time pursuant to any Option (as defined below), the Fund on behalf stock option plan or stock incentive plan of the Portfolio Company in effect on the Original Execution Date and which plan is identified on the Company Disclosure Schedule (the "Company Stock Plans") shall promptly deliver become and represent an option to purchase the Custodian a certificate signed by an appropriate officer number of the Fund shares of Holdings Common Stock (a "CertificateSubstitute Company Option") specifying with respect ), increased to each such Option: the nearest whole share, determined by multiplying (i) whether the number of shares of Company Common Stock subject to such Company Stock Option is a put or call Option; immediately prior to the Effective Time by (ii) the name Conversion Number, at an exercise price per share of the issuer of the securities subject Holdings Common Stock (increased to the Option and the title and number of such securities; (iiinearest whole cent) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium equal 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) share of Company Common Stock immediately prior to the total amount to be paid Effective Time divided by the Portfolio Conversion Number. After the Effective Time, except as provided above in this Section 2.6, each Substitute Company Stock Option shall be exercisable upon such exercise; the same terms and (vi) conditions as were applicable to the name of related Company Stock Option immediately prior to the Clearing Agent through whom such Call Effective Time, and each Substitute Company 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 subject to the Clearing Agent through whom the Call Option was exercised; provided that the same conforms accelerated vesting contemplated by this paragraph, be vested 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; extent 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 related Company Stock Plan or 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 option agreement with respect to the related Company Stock Option, as the case may be. This Section 2.6 shall be subject to any contrary provision contained in the applicable Company Stock Plan or in the option agreement with respect to any Company Stock Option being purchased: outstanding thereunder, but, subject to the other provisions of this Agreement, prior to the Effective Time, the Company, and after the Effective Time, Holdings shall each use its reasonable best efforts to obtain any necessary consents of the holders of such Company Stock Options to effect this Section 2.6. Notwithstanding anything to the contrary contained in this Agreement, the Board of Directors of the Company (or the Compensation Committee thereof) may, at any time prior to the Effective Time, provide for the acceleration of the vesting of Company Stock Options and restricted shares of Company Common Stock under the Sportmart, Inc. Restricted Stock Plan in connection with the Merger, provided that such accelerated vesting shall only be applicable to persons (i) whose employment with the Company (or the Surviving Corporation) is terminated by Holdings, the Company or the Surviving Corporation at (or in anticipation of) the Effective Time or thereafter by Holdings or the Surviving Corporation within six months following the Effective Time or thereafter by such persons within six months following the Effective Time under circumstances that constitute "Good Reason" as defined under the transaction is a Closing Purchase Transaction; Company Severance Plan in effect on the Original Execution Date or (ii) who do not at the name of the issuer of the securities subject to such Option Effective Time have at least a comparable position with Holdings and the title Surviving Corporation to the position that they had with the Company and number its Subsidiaries. Notwithstanding anything to the contrary in this Section, the conversion 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 Company Stock Options pursuant to subsection (e) any "stock purchase plan" within the meaning of this Section 14 Code section 423 to Substitute Company Options shall be made in accordance 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 agreementCode section 424(a).
(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:
Appears in 1 contract
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 Subject to the Custodian a certificate signed by an appropriate officer following and the provisions of section "4.8" hereinbelow, it is hereby acknowledged and agreed that the Fund (a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put Executive will be granted, or call Option; (ii) the name of the issuer of the securities will have already been granted, subject to the rules and policies of the Regulatory Authorities and applicable securities legislation, the terms and conditions of the Company's existing stock incentive plans (collectively, the "Option Plan") and the title final determination of the Board of Directors, acting reasonably, an incentive stock option or options (each being an "Option") for the collective purchase of up to an aggregate of not less than 2,500,000 common shares of the Company (each an "Option Share"), at an exercise price of U.S. $0.20 per Option Share, and number vesting as to one-quarter of such securities; the Option Shares (iiithat being as to 625,000 Option Shares) the expiration date: (iv) the exercise price; (v) on the date of purchase grant and settlement; (vi) the premium to be paid by the Portfolio; and (vii) the name of the registered brokeron each day which is six months thereafter in succession for each remaining one-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agent's confirmation of the purchase quarter of the Option held by such Clearing Agent for Shares being exercisable under 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 within Option (put or callthat being vesting over a period of 18 months); (ii) the name , and for an entire period of the issuer of the securities subject up to the Option and the title and number of such securities; (iii) three years commencing on 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) abovegrant, 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 all in accordance with the customs prevailing among brokers terms and conditions of the Company's Option Plan; and such further number of Options to acquire an equivalent number of Option Shares of the Company as the Board of Directors may determine, in Covered Call Optionsits sole and absolute discretion; and which Option or Options will be exercisable for such periods and at such exercise price or prices per Option Share as the Board of Directors may also determine, in its sole and shall imposeabsolute discretion, or direct from time to time after the Securities Depository or Book Entry Account to impose, upon Effective Date hereof. It is hereby acknowledged that the underlying securities specified Options granted under this Agreement were negotiated as between the Parties hereto 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 context 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 stage of development of the issuer Company existing as at the Effective Date of this Agreement. Correspondingly, it is hereby acknowledged and agreed that the number of Options granted by the Company to the Executive hereunder shall be reviewed and renegotiated at the request of either Party on a reasonably consistent basis during the continuance of this Agreement. Any dispute respecting either the effectiveness or magnitude of the securities subject to such Covered Call Option final number and the title and number of such securities; (ii) the Clearing Agent to whom the underlying securities are to terms hereunder shall 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 determined by arbitration in the Certificate for the amount to be received as set forth in such Certificateaccordance with Article "9" hereinbelow.
(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:
Appears in 1 contract
Sources: Executive Services Consulting Agreement (Strategic American Oil Corp)
Options. 6.1. All Agreements granting Options shall specify the extent to which the Option is intended to be either (ai) Purchase a Nonstatutory Stock Option or (ii) an Incentive Stock Option.
6.2. The Option Period shall be determined by the Board and specifically set forth in the Agreement, provided however, that an Option shall not be exercisable after ten years from the Date of Grant.
6.3. All Incentive Stock Options granted under the Plan shall comply with the provisions of the Code governing incentive stock options and with all other applicable rules and regulations, including the following limitation. To the extent that the aggregate Fair Market Value (determined without regard to this limitation as of the time the respective options are granted) of Common Stock with respect to which Incentive Stock Options and any other incentive stock options (within the meaning of Section 422 of the Code) are exercisable for the first time by a Portfolio Upon the purchase by a Portfolio Optionee during any calendar year (under the Plan and any other incentive stock option plans of the Corporation or any Option Subsidiary), shall exceed One Hundred Thousand Dollars (as defined below$100,000), the Fund on behalf options shall be treated as options which are not incentive stock options. This limitation shall be applied by taking options into account in the order in which they were granted. If, as a result of the Portfolio shall promptly deliver this limitation, an Option is to the Custodian be treated in part as an Incentive Stock Option and in part as a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying with respect to each such Nonstatutory Stock Option: , (i) whether the Corporation shall first designate shares of Common Stock that are issued pursuant to the exercise of the Option is a put or call as shares acquired pursuant to the exercise of Incentive Stock Options, until the shares so designated represent the entire portion of the Option that may be treated as an Incentive Stock Option; (ii) the name Corporation shall then designate all additional shares 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, Common Stock 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 are issued 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 as shares acquired pursuant 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 exercise 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 Nonstatutory Stock 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 Corporation shall issue separate certificates for and identify the certificates as Incentive Stock Option shares or Nonstatutory Stock Option shares, as applicable, in the stock transfer records of the Corporation.
6.4. No Option shall be granted with an Option Price that is less than the Fair Market Value of the Shares covered by the Option on the Date of Grant.
6.5. Tax obligations of a Participant resulting from the exercise of an Option shall be withheld or provided for pursuant to any methods approved by the Board. The amount payable of taxes paid pursuant to this Section at the time of the exercise of the Option shall be equal to the Portfolio upon such delivery. Upon statutory minimum withholding obligations that result from the return and/or cancellation exercise 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 CertificateOption.
(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 6.6. All other terms of an Option, Options granted under the Fund on behalf of the Portfolio Plan 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 determined 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 agreementBoard in its sole discretion.
(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:
Appears in 1 contract
Sources: Equity Incentive Plan (Heritage Bankshares Inc /Va)
Options. Subject to approval of the Company's Board of Directors, ------- Executive shall be granted an option (the "Option") to purchase a total of [Stock options] shares of the Company's Common Stock, at a purchase price per share equal to the fair market value of the Common Stock on the date of approval of the grant by the Company's Board of Directors. The shares subject to the Option (the "Shares") shall vest (a) Purchase 20% on the Effective Date (provided, however, that the Company shall have a right of Options by a Portfolio Upon repurchase with respect to Shares issued upon exercise of the purchase by a Portfolio Option at the original exercise price per share if (A) before the three month anniversary of the Effective Date Executive's employment is terminated for any Option reason or (B) before the sixth month anniversary of the Effective Date Executive (i) voluntarily terminates, or (ii) is terminated for Cause (as defined below)), the Fund and (b) 20% on behalf each anniversary of the Portfolio Effective Date, so that the shares are fully vested on the fourth anniversary of the Effective Date. Fifty percent (50%) of any unvested shares shall promptly deliver accelerate and become immediately vested if within six months after a change of control, Executive is terminated or suffers a material diminution in compensation or duties. Vesting of the Shares shall be subject to Executive's continued employment with the Company on the relevant vesting dates. The Option shall be subject to the Custodian a certificate signed by an appropriate officer terms, definitions and provisions of the Fund Company's Stock Option Plan (a the "CertificatePlan") specifying with respect to each such Option: and an applicable option agreement (the "Option Agreement") between the Company and Executive, which documents are incorporated herein by reference. Cause shall mean (i) whether any act of personal dishonesty taken by the Option Executive in connection with Executive's responsibilities to the Company which is a put or call Option; (ii) the name intended to result in substantial personal enrichment 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 PortfolioExecutive, (ii) freeconviction of a felony, (iii) a willful act that constitutes misconduct and is injurious to the Company or instruct (iv) continued willful violations by the Securities Depository or Book Entry Account Optionee of his obligations to free, the Securities underlying such Covered Call Option Company after there has been delivered to Optionee a written demand for performance from the restrictions imposed by receipts issued in connection therewithCompany which describes the basis for the Company's belief that Optionee has not substantially performed his duties.
(i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:
Appears in 1 contract
Sources: Executive Confidentiality & Non Disclosure Agreement (Petsmart Com Inc)
Options. Not later than 120 days prior to the last day of the Base Period commencing on the First Lease Commencement Date or any Renewal Term with respect to such Base Period then in effect, Lessee shall, by delivery of written notice to Agent (except in the case of clause (a) Purchase of Options by a Portfolio Upon the purchase by a Portfolio of any Option (as defined below)), the Fund on behalf exercise one of the Portfolio shall promptly deliver following options: unless Lessee delivers written notice to the Custodian a certificate signed by an appropriate officer contrary, except in the case of the Fund last such Renewal Term, renew this Lease with respect to all, but not less than all, of the Vehicles then subject hereto for an additional one year Renewal Term (a the "CertificateRenewal Option") specifying with respect to each Base Period or Renewal Term then in effect, with each such Option: Renewal Term commencing on the last day of the applicable Base Period or Renewal Term then in effect, on the terms and conditions set forth herein and in the other Operative Agreements; provided, that (i) whether the Option is a put such option shall be exercised only with respect to both Base Periods or call Option; Renewal Terms then in effect and (ii) in connection with the name exercise of the issuer Renewal Option Lessee shall provide Lessors with an Appraisal of all of the securities Vehicles subject to this Lease together with its notice of exercise, which Appraisal shall set forth 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 Appraisal Values of the registered broker-dealer who Vehicles as of the commencement of each Renewal Term and as of the end of each Renewal Term and shall be satisfactory to Required Lessors; or purchase in immediately available funds in an amount equal to the applicable Termination Value all, but not less than all, of the Vehicles then subject to this Lease on the last day of the Base Term or Renewal Term applicable to such Vehicles with respect to which such option is acting as exercised, on the clearing agent terms and conditions set forth in Section 11.2. (the "Clearing AgentLessee Purchase Option"). 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 option shall be exercised only with respect 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 all Vehicles then subject to this Lease; or sell on behalf of the Portfolio shall promptly deliver Lessors to Custodian a Certificate specifying purchaser or purchasers not in any way affiliated with Lessee all, but not less than all, of the Vehicles then subject to this Lease on the last day of the Base Period or of any Renewal Term then in effect with respect to which such sale: option is exercised, on the terms and conditions set forth in Section 11.3 (i) the type of Option (put or call"Sale Option"); (ii) the name of the issuer of the securities subject to the Option and the title and number of provided, that 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 option shall consent to the delivery of the Option sold by the Clearing Agent which previously supplies the confirmation described in subsection (a) above be exercised only with respect to such Option against payment all Vehicles then subject to Custodian this Lease. Lessee's election of the total amount payable Lessee Purchase Option will be irrevocable at the time made, but if Lessee fails to make a timely election, Lessee will be deemed, in the Portfolio; provided that case of the same conforms Lease Term and each Renewal Term then in effect (other than the last Renewal Term) to have irrevocably elected the total amount payable as set forth Renewal Option and, in such Certificate.
(c) Upon the exercise by case of the Portfolio of any Call Option (as defined below) purchased by last Renewal Term, Lessee will be deemed to have irrevocably elected the Portfolio pursuant to subsection (a) aboveLessee Purchase Option. In addition, the Fund Sale Option shall automatically be revoked if there exists an Incipient Default or Event of Default at anytime after the Sale Option is properly elected and Agent shall be entitled to exercise all rights and remedies provided in Article VIII. Lessee may not elect the Sale Option if there exists 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 the election is made an Event 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 agreementDefault or an Incipient Default.
(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:
Appears in 1 contract
Options. (a) Purchase Unless an Optionee shall provide 1st United with the notice contemplated by Section 3.06(b) below, then, at the Effective Time, each outstanding option to purchase shares of Options by 1st United Common Stock (each, a Portfolio Upon the purchase by a Portfolio of any Option (as defined below"1st United Stock Option"), whether vested or unvested, shall be converted into an option to acquire, on the Fund on behalf same terms and conditions as were applicable under such 1st United Stock Option, the number of the Portfolio shall promptly deliver shares of Wachovia Common Stock equal 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 number of shares of 1st United Common Stock subject to the 1st United Stock Option; , multiplied by (ii) the name Exchange Ratio (such product rounded down to the nearest whole number) (a "Replacement Option"), at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the aggregate exercise price for the shares of 1st United Common Stock which were purchasable pursuant to such 1st United Stock Option divided by (B) the number of full shares of Wachovia Common Stock subject to such Replacement Option in accordance with the foregoing. Notwithstanding the foregoing, each 1st United Stock Option which is intended to be an "incentive stock option" (as defined in Section 422 of the issuer Code) shall be adjusted in accordance with the requirements of Section 424 of the securities Code. At or prior to the Effective Time, 1st United shall take all action necessary, including obtaining any necessary consents from holders of 1st United Stock Options, to permit the replacement of the outstanding 1st United Stock Options by Wachovia pursuant to this Section. Wachovia shall cause any shares to be issued pursuant to the Replacement Options to be subject to a registration statement under 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 CertificateSecurities Act.
(b) Sale If an Optionee shall provide written notice to 1st United within at least 10 business days prior to the Effective Time of its election to treat 1st United Stock Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) abovethe provisions of this Section 3.06(b), then, at the Fund on behalf Effective Time, each then outstanding 1st United Stock Option, whether or not vested, shall be canceled and the Optionee shall be entitled to receive an amount of cash equal to the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such sale: product of (i) the type of Option (put or call); (ii) amount, if any, by which 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 Merger Consideration Value (as defined below) purchased by exceeds 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 exercise price per share subject to such Call 1st United Stock Option (whether or not vested) and the title and number of such securities; (ii) the expiration date; number of shares issuable pursuant to the unexercised portion of such 1st United Stock Option, less any required withholding taxes (iii) the date of exercise and settlement; (iv) "Option Consideration"). "Merger Consideration Value" shall be equal to the exercise price per share; (v) Exchange Ratio multiplied by the total amount to Wachovia Average Stock Price. The Option Consideration shall be paid by promptly following the Portfolio upon such exercise; and (vi) the name of the Clearing Agent through whom such Call Option was exercisedEffective Time. 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 Prior 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 Effective Time, 1st United shall take 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 actions as may be required by such receipts.
(f) Whenever Covered Call Option written by a Portfolio and described in necessary to effectuate the preceding subsection (e) is exercisedforegoing, 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 including obtaining all applicable consents 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 therewithOptionees.
(i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:
Appears in 1 contract
Sources: Merger Agreement (Wachovia Corp/ Nc)
Options. Effective at the Effective Time, each outstanding ------- stock option, stock equivalent right or right to acquire shares of Company Common Stock (aeach, an "Option") Purchase granted under the Company's 1997 Employee Stock ------ Option Plan, as amended, (the "Option Plan"), whether or not then exercisable or ----------- vested, which is outstanding and unexercised immediately prior thereto shall become vested immediately prior to the Effective Time and cease to represent a right to acquire shares of Options by a Portfolio Upon Company Common Stock. Each Option shall be converted as of the Effective Time automatically into an option to purchase by a Portfolio shares of any Parent Common Stock, and Parent shall assume each such Option (as defined below)hereinafter, the Fund on behalf of the Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer of the Fund (a "CertificateAssumed Option") 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 terms of the Option Plan and the title agreement -------------- evidencing the grant thereunder of such Option, and all references to the Company in each such Option shall be deemed to refer to Parent, where appropriate; provided, however, that from and after the Effective Time, (A) the -------- ------- number of shares of Parent Common Stock purchasable upon exercise of an Assumed Option shall be equal to the number of shares of Company Common Stock that were purchasable under such securities; (iii) Assumed Option immediately prior to the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium to be paid Effective Time multiplied by the Portfolio; and (vii) Majority Shareholder Exchange Ratio, the name of Public Shareholder Exchange Ratio or the registered brokerTop-dealer who is acting up Public Shareholder Exchange Ratio, as the clearing agent case may be (whichever forms the basis for determining the Merger Consideration pursuant to Section 2.2(c)) (the "Clearing AgentOption Exchange Ratio"). 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 rounded down 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 nearest --------------------- whole 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 per share exercise price under such Assumed Option from the statements delivered shall be equal to the Fund pursuant quotient obtained by dividing the per share exercise price under such Assumed Option immediately prior to Section 16 the Effective Time by the Option Exchange Ratio rounded up to the nearest cent. Each of this agreement.
(d) Upon the exercise by a Portfolio of any Put Option Company, Parent and Merger Sub acknowledges that no Options are "incentive stock options" (as defined below) purchased by the Portfolio pursuant to subsection (a) hereof, the Fund on behalf in Section 422 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 exercisedCode). 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 Except as set forth in such Certificateabove, and the other provisions of each Assumed Option shall otherwise remain unchanged. Parent shall file with the SEC, no later than two (B2) delete business days after the exercised Put Option from the statements to be delivered Effective Time, a registration statement on Form S-8 relating to the Fund pursuant to Section 16 shares 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 Parent Common Stock issuable with respect to the Option being purchased: (i) that Assumed Options. Parent agrees to use reasonable efforts to take such actions as are necessary to provide for the transaction is a Closing Purchase Transaction; (ii) the name of the issuer of the securities subject to such Option reservation, issuance and the title and number of such securities; (iii) the exercise price; (iv) the premium listing Parent Common Stock 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 agreement2.4(a).
(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:
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (Cendant Corp)
Options. At the Effective Time, each option granted by Subject Company to purchase shares of Subject Company Common Stock (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 (each a "CertificateSubject Company Option") specifying with respect which is outstanding and unexercised immediately prior thereto shall cease to each such Option: represent a right to acquire shares of Subject Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock in an amount and at an exercise price determined as provided below (i) whether the Option is a put or call Option; (ii) the name of the issuer of the securities and otherwise subject to the terms of the Subject Company 1979 Stock Option and Incentive Plan and the title Subject Company 1988 Stock Option and Incentive Plan, each as amended to date (together, the "Subject Company Stock Option Plans"), and the agreements evidencing grants thereunder, including, but not limited to, the accelerated vesting of such options which shall occur in connection with and by virtue of the consummation of the Merger as and to the extent required by such plans and agreements): (1) the number of such securities; (iii) the expiration date: (iv) the exercise price; (v) the date shares of purchase and settlement; (vi) the premium Parent Common Stock to be paid by subject to the Portfolionew option shall be equal to the product of the number of shares of Subject Company Common Stock subject to the original option and the Common Exchange Ratio, provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded down to the nearest share; 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; (iv2) the exercise price per share; (v) share of Parent Common Stock under the total amount new option shall be equal 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) share of Subject Company Common Stock under the total amount to original option divided by the Common Exchange Ratio, provided that such exercise price shall be paid rounded up to the Portfolio upon such exercise; and (vi) nearest cent. In the name case 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 any options 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 are "incentive stock options" (as defined below) with respect to securities held by Custodian hereunder, the Fund on behalf in Section 422 of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect to such Covered Call Option: Internal Revenue Code of 1986, as amended (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) "Code")), 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 number 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 shares purchasable pursuant 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 options and the title terms and number conditions of exercise of such securities; (ii) the Clearing Agent to whom the underlying securities are to options shall 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" determined in order to liquidate its position as a writer of an Option, the Fund on behalf comply with Section 424(a) 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 Code. The duration and other terms of the issuer of new option shall be the securities same as the original option (subject to such Option and the title and number of such securities; (iiiSection 6.7(b) the exercise price; (ivhereof) the premium except that all references to Subject Company shall be deemed to be paid by the Portfolio; (v) the expiration date; (vi) the date of such purchase; and (vii) the name of the Clearing Agent references 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 agreementParent.
(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:
Appears in 1 contract
Options. (a) Purchase The Company shall take all reasonable commercial actions necessary to provide that all then outstanding options to acquire Shares (the "Company Options") granted under the Company's stock option plans referred to in Section 2.14 of Options by a Portfolio Upon the purchase by a Portfolio of any Option Company Disclosure Letter (as defined belowhereinafter defined), each as amended (collectively, the Fund "Company Option Plans"), whether or not then exercisable or vested, shall become fully exercisable and vested no later than immediately prior to the Closing. The Company shall take all reasonable commercial actions to enable each holder of Company Options to exercise his or her Company Options so as to permit the holder of Company Options to tender into the Offer the Shares received upon exercise. The Offer Documents which shall be delivered to each Non-Executive Optionholder (as hereinafter defined) shall include separate provisions pursuant to which each person holding any Company Options (other than the members of the Company's Board of Directors and the Company's executive officers) (such persons are hereinafter collectively referred to as the "Non-Executive Optionholders") may elect to (i) exercise, against delivery to the Company of an undertaking to pay the Aggregate Exercise Price (as hereinafter defined) no later than the Closing Date, and otherwise on the terms set forth in this Section 1.6(a), any and all Company Options held by such Non-Executive Optionholder, such election to become effective no later than immediately prior to the Closing Date and (ii) tender into the Offer any Shares received upon the exercise of such Company Options. The Offer Documents delivered to each Non-Executive Optionholder shall require each Non-Executive Optionholder electing to tender Shares received upon exercise of Company Options in accordance with the preceding sentence to instruct and authorize the disbursing or other agent handling the Offer on behalf of the Portfolio shall promptly deliver to the Custodian a certificate signed by an appropriate officer Company) regarding payment and remittance of the Fund aggregate proceeds (a "Certificate") specifying with respect to each Non-Executive Optionholder, the "Aggregate Proceeds") to which such Option: Non-Executive Optionholder shall be entitled with respect to the Shares underlying all such Company Options validly tendered and not withdrawn in the Offer. The Offer Documents shall authorize that (ix) whether there shall be remitted to the Option is a put or call Option; Company such Aggregate Proceeds, (iiy) the name Company retain, in satisfaction of the issuer undertaking of such Non-Executive Optionholder, the aggregate exercise price, plus interest, if necessary, payable to the Company upon the exercise of such Company Options (with respect to each Non-Executive Optionholder, the "Aggregate Exercise Price") and (z) the Company remit to the subsidiary of the securities subject Company employing such Non-Executive Optionholder (the "Employing Subsidiary") an aggregate amount equal to the Option difference between the (A) Aggregate Proceeds and (B) Aggregate Exercise Price (the title difference between (A) and number (B) is hereinafter referred to as the "Net Amount"). Promptly following receipt of the Net Amount, the Employing Subsidiary shall remit and pay to the Non-Executive Optionholder such securities; amount, net of any applicable taxes payable by such Non-Executive Optionholder (iii) the expiration date: (iv) the exercise price; (v) the date of purchase and settlement; (vi) the premium which taxes are required to be withheld or otherwise paid by the Portfolio; and (viiEmploying Subsidiary on behalf of such Non-Executive Optionholder) the name of the registered broker-dealer who is acting as the clearing agent (the "Clearing Agent"). Upon receipt of a Clearing Agentin connection with Purchaser's confirmation of the purchase of such Non-Executive Optionholder's Shares in 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 CertificateOffer.
(b) Sale of Options Except as provided herein or as otherwise agreed to by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) aboveparties, the Fund on behalf Company shall use reasonable commercial efforts to ensure that as soon as possible following the Closing no holder of Company Options or any participant in the Company Option Plans shall have any right thereunder to acquire any equity securities 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 Company 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 therewithsubsidiary thereof.
(i) For purposes of this Section 14, the following terms shall have the meanings as set forth below:
Appears in 1 contract
Options. Except for Immediately Exercisable Options which are exercised on or prior to the Closing Date, the Parent and the Purchaser agree that on or prior to the Closing Date, the Purchaser shall cause the existing Directors' Stock Option Plan and Employee Stock Option Plan of the Company (athe "STOCK OPTION PLANS") Purchase of Options by a Portfolio Upon to be amended such that each option to purchase Shares (an "OPTION") outstanding under the purchase by a Portfolio of any Stock Option Plans that remains outstanding at the Closing shall be converted into an option to acquire, on substantially the same terms and conditions as were applicable under such Option (as defined belowincluding, without limitation, any repurchase rights or vesting provisions), 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: Parent Common Stock, except that (i) whether such Option shall be exercisable for that number of shares of Parent Common Stock as is equal to the product of the number of Shares that were issuable upon exercise of such Option is a put or call Option; immediately prior to the Closing Date multiplied by the amount of the Consideration per Share under the Offer and divided by the Weighted Average Closing Price and (ii) the name per share exercise price for the shares of Parent Common Stock issuable upon exercise of such converted Option will be equal to the aggregate exercise price for the Shares purchasable pursuant to such Option immediately prior to the Closing Date (converted into US currency based on the Bank of Canada daily noon exchange rate on the Closing Date) divided by the number of full shares of Parent Common Stock purchasable pursuant to (i) above, rounded down to the nearest whole cent. As soon as reasonably practicable after the Closing Date, Parent shall deliver to holders of Options appropriate notice setting forth such holders' rights pursuant hereto. The total number of shares of Parent Common Stock issuable upon exercise of assumed Options is referred to hereinafter as the "TOTAL ASSUMED OPTION SHARES". In the event that the Stock Option Plans may not be amended or does not otherwise permit the Parent to cause the Options to be converted unto options to acquire Parent Company Stock as aforementioned, Parent agrees to offer to all holders of the issuer of the securities subject outstanding Options (for greater certainty, other than Immediately Exercisable Options which are exercised on or prior to the Option and Closing Date), 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 right to be paid exchange their Options into options issued by the Portfolio; and (vii) the name of the registered broker-dealer who is acting as the clearing agent Parent to acquire Parent Common Stock (the "Clearing AgentEXCHANGE OPTIONS"). 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 ) on same terms as set forth in above. The Selling Shareholders agree if reasonably requested by the Parent and the Purchaser, to cause the Company and if necessary the Company's board of directors, to do all things reasonably requested to facilitate the conversion of the Options into options to acquire Parent Company Stock or as the case may be, to encourage all such Certificate.
(b) Sale holders of outstanding Options to exchange their Options into Exchange Options. Parent shall register the issuance of Parent Common Stock issuable upon exercise of Options by or Exchange Options under the SECURITIES ACT of 1933 on a Portfolio Upon Form S-8 or other available form so as to permit the sale holders of any Option purchased by a Portfolio in accordance with subsection (a) above, Options or Exchange Options to resell 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 Parent Common Stock issuable upon the exercise of the Put Option (AOptions or Exchange Options without such holders being obliged to establish a registration statement or prospectus or other similar requirements. The parties agree that the conversion of Options into options to acquire Parent Company Stock or the exchange of Options into Exchange Options by the holders thereof shall constitute an exchange under Sub-Section 7(1.4) deliver or cause the Securities Depository or Book Entry Account to deliver, out of the account of the Portfolio to which ITA and will make 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 minor adjustments as may be required by for 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 purposes. The Selling Shareholders agree 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 Board of Directors not to accelerate the vesting or Book Entry Account to deliver, the underlying securities as specified in the Certificate exercise period 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 issued under the Stock 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 agreementPlans.
(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:
Appears in 1 contract
Options. (a) Purchase of Options by a Portfolio Upon the purchase by a Portfolio of any Option (as defined below), the Fund on behalf As of the Portfolio shall promptly deliver Employment Termination Date, Employee holds options to purchase the Custodian a certificate signed by an appropriate officer shares of KANA Common Stock identified as “Shares Vested as of Employment Termination Date” on Exhibit A at 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 applicable 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 Price identified on Exhibit A (the "Clearing Agent"“Options”). Upon receipt of a Clearing Agent's confirmation of According to KANA’s stock option plans, all further vesting would normally cease on 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 madeEmployment Termination Date. 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 deliveredHowever, in exchange for receipt your release 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 claims set forth below:, KANA will request that its Board of Directors and/or Compensation Committee approve a change in vesting. As a result, at the Employment Termination Date, the shares identified as Accelerated Options will become vested (the “Vested Options”) as of the Employment Termination Date. The Vested Options represent an additional vesting of five (5) months (to February 6, 2006). Solely the Options and Vested Options will be vested and exercisable by Employee. The delay in KANA filing its Annual Report of Form 10-K for FY 2004, as well as the delay in filing its Quarterly Report on Form 10-Q for the first quarter of FY 2005, KANA is currently unable to allow option exercises. KANA’s ability to allow option exercises may be further delayed should KANA be delayed in filing its Form 10-Q for ▇▇ ▇▇▇▇. However, Employee will have a full ninety (90) days from the date on which KANA becomes authorized (subject to regulatory laws) to allow option exercises (“Exercise Window”) to exercise Employee’s Options (to the extent vested) and Vested Options. Employee understands and agrees that this vesting schedule shall be approved by the Board of Directors and/or Compensation Committee following the revocation period in Section 18 and only if Employee does not revoke this Agreement. This Agreement is made by KANA solely in exchange for the release of claims set forth below and Employee is not otherwise entitled to the change in vesting by KANA. Notwithstanding any language to the contrary in this Agreement, any stock option plan or stock option agreement, Employee shall have until the later of the expiration date of the Exercise Window or May 5, 2006 to exercise the Options or Vested Options.
Appears in 1 contract
Options. (a) Purchase At the Effective Time, all outstanding options to purchase shares of Options Seller Common Stock outstanding immediately prior to the Effective Time under any of the Seller Plans (all such options of an option holder having the same exercise price, a "Seller Stock Option") shall be converted into an option to acquire, on the same terms and conditions as were applicable under such Seller Stock Option, the number of shares of Acquirer Common Stock equal to (a) the number of shares of Seller Common Stock subject to the Seller Stock Option, multiplied by (b) the Exchange Ratio (such product rounded up (or down as provided below with respect to "incentive stock options") to the nearest whole number) (all such new options of an option holder, a Portfolio Upon "Replacement Option"), at an exercise price per share (rounded up or down to the purchase nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller Common Stock which were purchasable pursuant to such Seller Stock Option divided by a Portfolio (z) the number of any full shares of Acquirer Common Stock subject to such Replacement Option in accordance with the foregoing. Notwithstanding the foregoing, each Seller Stock Option which is intended to be an "incentive stock option" (as defined below), the Fund on behalf in Section 422 of the Portfolio Code) shall promptly deliver be adjusted in accordance with the requirements of Section 424 of the Code. At or prior to the Custodian a certificate signed by an appropriate officer of the Fund (a "Certificate") specifying Effective Time, Seller shall take all reasonable action, if any, necessary with respect to each such Option: (i) whether the Option is a put or call Option; (ii) Seller Plans to permit the name replacement of the issuer of outstanding Seller Stock Options by Acquirer pursuant to this Section. At the securities subject to Effective Time, Acquirer shall assume 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 madeSeller Plans; provided, that such premium conforms assumption shall be only in respect of the Replacement Options resulting from the conversion of Seller Stock Options issued under such plans and that Acquirer shall have no obligation with respect to any awards under the total premium payable as set forth in Seller Plans other than the Replacement Options and shall have no obligation to make any additional grants or awards under such Certificateassumed Seller Plans.
(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 Prior to the Option and Effective Time, Acquirer shall reserve for issuance the title and number of such securities; (iii) the date shares of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable Acquirer Common Stock necessary 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 Custodiansatisfy Acquirer's payment of the premium and the return and/or cancellation of any receipt issued pursuant to subsection (e) of obligations under 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 agreement3.06.
(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:
Appears in 1 contract
Options. (a) Purchase As of Options the Effective Time, all options to purchase Adsmart Common Shares issued by a Portfolio Upon the purchase by a Portfolio of any Option Adsmart pursuant to its stock option plans or otherwise (as defined below"Adsmart Options"), whether vested or unvested, shall be assumed by the Fund on behalf of Buyer. Immediately after the Portfolio shall promptly deliver Effective Time, each Adsmart Option outstanding immediately prior to the Custodian a certificate signed by Effective Time shall be deemed to constitute an appropriate officer option to acquire, on the same terms and conditions as were applicable under such Adsmart Option at the Effective Time, such number of shares of Buyer Common Stock as is equal to the Fund (a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (ii) the name number of the issuer of the securities Adsmart Common Shares subject to the Option and the title and number unexercised portion of such securities; Adsmart Option multiplied by the Conversion Ratio (iii) with any fraction resulting from such multiplication to be rounded down to the expiration date: (iv) nearest whole number). The exercise price per share of each such assumed Adsmart Option shall be equal to the exercise price; (v) price of such Adsmart Option immediately prior to the date of purchase and settlement; (vi) the premium to be paid Effective Time, divided by the Portfolio; and Conversion Ratio (vii) rounded up to the name nearest whole cent). The term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the registered broker-dealer who is acting Internal Revenue Code of 1986 (as the clearing agent (amended, the "Clearing AgentCode"). Upon receipt of a Clearing Agent's confirmation , if applicable, and all of the purchase other terms of the Option held by such Clearing Agent for the account of Custodian as custodian for the Portfolio, Custodian Adsmart Options 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 Certificateotherwise remain unchanged.
(b) Sale of Options by a Portfolio Upon As soon as practicable after the sale of any Option purchased by a Portfolio in accordance with subsection (a) aboveEffective Time, the Fund on behalf of Buyer or the Portfolio Surviving Corporation shall promptly deliver to Custodian a Certificate specifying with respect the holders of Adsmart Options appropriate notices setting forth such holders' rights pursuant to such sale: Adsmart Options, as amended by this Section 1.8, and the agreements evidencing such Adsmart Options shall continue in effect on the same terms and conditions (i) the type of Option (put or call); (ii) the name of the issuer of the securities subject to the Option amendments provided for in this Section 1.8 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 Certificatenotice).
(c) Upon The Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Common Stock for delivery upon exercise of Adsmart Options assumed in accordance with this Section 1.8. As soon as practicable after the exercise by Effective Time (subject to the Portfolio availability of all required financial statements), the Buyer shall file a Registration Statement on Form S-8 (or any Call Option successor form) under the Securities Act of 1933 (as defined below) purchased by the Portfolio pursuant to subsection (a) aboveamended, 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 belowAct") with respect to securities held by Custodian hereunder, the Fund on behalf all shares 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 Buyer Common Stock 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 Adsmart Options that may 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 Optionsregistered on a Form S-8, and shall impose, or direct use reasonable efforts to maintain 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 effectiveness 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 Registration Statement for so long as 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 CertificateAdsmart Options remain outstanding.
(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:
Appears in 1 contract
Sources: Merger Agreement (Cmgi Inc)
Options. (a) Purchase At the Effective Time, each Company Stock Option shall cease to represent a right to acquire shares of Options by a Portfolio Upon the Company Common Stock and shall be converted automatically into an option to purchase by a Portfolio shares of any Acquiror Common Stock, and Acquiror shall assume each such Company Stock Option (as defined below), the Fund on behalf of the Portfolio shall promptly deliver subject to the Custodian a certificate signed by an appropriate officer of terms thereof; provided, however, that from and after the Fund (a "Certificate") specifying with respect to each such Option: Effective Time, (i) whether the number of shares of Acquiror Common Stock purchasable upon exercise of such Company Stock Option is a put or call Option; shall be equal to the number of shares of Company Common Stock that were purchasable under such Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and rounding to the nearest whole share, and (ii) the name per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price of each such Company Stock Option by the Exchange Ratio, and rounding down to the nearest cent. The terms of each Company Stock Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction with respect to Acquiror Common Stock on or subsequent to the Effective Date. Notwithstanding the foregoing, each Company Stock Option which is intended to be an "incentive stock option" (as defined in Section 422 of the issuer Code) shall be adjusted in accordance with the requirements of Section 424 of the securities subject Code. Accordingly, with respect to any incentive stock options, fractional shares shall be rounded down to the nearest whole number of shares and where necessary the per share exercise price shall be rounded down to the nearest cent.
(b) In order to effectuate the adjustment of the Company Stock Options provided for in the proviso to Section 3.04(a), the Company represents and warrants to, and agrees with, the Acquiror that the Company (or as appropriate, the Company Board) shall take all action required to be taken such that (i) holders of Stock Options issued under the Company's Incentive Stock Option Plan will not receive the cash payment for such Stock Options as provided in the second sentence of Section 10 of such Plan (which shall be effected) either by resolving that this Agreement and the title transactions contemplated hereby (including the Company Meeting and number any Merger) do not constitute a "Change of Control" for purposes of such securities; (iii) Section or by taking such other action with the expiration date: (iv) the exercise price; (v) prior consent of Acquiror, provided that such other action is taken prior to the date on which a "Change of purchase Control" would otherwise occur in the absence of the Company Board resolution to the contrary) and settlement; (viii) under Section 11 of the premium Company's Incentive Stock Option Plan, at the Effective Time, all Company Stock Options shall be adjusted as provided in Section 3.04(a) (and shall not be canceled in exchange for payment as contemplated by clause (ii) of the first sentence of that Section). Notwithstanding any other provision in this Agreement, the Company shall be permitted to take such action or to cause such action to be paid by taken as may be required for each Company Stock Option (x) to fully vest and become immediately exercisable at the Portfolio; Effective Time and (viiy) to remain exercisable after the name Effective Time for the remaining term of such Company Stock Option, in both cases notwithstanding the action of the registered broker-dealer who is acting as Company referred to in the clearing agent first sentence of this Section 3.04(b).
(c) At or prior to the "Clearing Agent"). Upon receipt of a Clearing AgentEffective Time, the Company shall take all action necessary with respect to the Company's confirmation Incentive Stock Option Plan to permit the assumption of the purchase then outstanding Company Stock Options by Acquiror pursuant to this Section. The Company shall take all action necessary, including obtaining any required consents from optionees, to provide that following the Effective Time no participant in the Company's Incentive Stock Option Plan or other plans, programs or arrangements of the Company or any of its Subsidiaries shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary thereof and to permit Acquiror to assume the Company's Incentive Stock Option held by such Clearing Agent for Plan. The Company shall further take all action necessary to amend the account of Custodian as custodian for Company's Incentive Stock Option Plan to eliminate automatic grants or awards thereunder, if any, following the PortfolioEffective Time. At the Effective Time, Custodian Acquiror shall pay assume the premium payable to the Clearing Agent through whom the purchase was madeCompany's Incentive Stock Option Plan; provided, that such premium conforms to the total premium payable as set forth 8 13 assumption shall be only 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 respect of the Portfolio assumed Company Stock Options and that Acquiror shall promptly deliver to Custodian a Certificate specifying have no obligation with respect to any awards under the Company's Incentive Stock Option Plan other than the assumed Company Stock Options or to make any additional grants or awards under 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 agreementassumed plan.
(d) Upon the exercise by The Acquiror shall take all corporate action necessary to reserve for issuance a Portfolio sufficient number of any Put Option (as defined below) purchased by the Portfolio shares of Acquiror Common Stock for delivery pursuant to subsection (a) hereofthe terms set forth in this Section 3.04. Subject to any applicable limitations under the Securities Act, the Fund on behalf of the Portfolio Acquiror shall deliver to Custodian a Certificate specifying with respect to such Put Option: either (i) the name file a registration statement on Form S-8 (or any successor form), effective as 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 deliverEffective Time, 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 shares of Acquiror Common Stock issuable upon exercise of the transaction is a Closing Purchase Transaction; Stock Options, or (ii) file any necessary amendments to the name Company's previously filed registration statement(s) on Form S-8 in order that the Acquiror will be deemed a "successor registrant" thereunder, and, in either event the Acquiror shall use its reasonable best efforts to maintain the effectiveness of such registration statement(s) (and maintain the current status of the issuer of the securities subject to prospectus or prospectuses relating thereto) for so long as 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 paidoptions shall remain outstanding. 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:ARTICLE IV
Appears in 1 contract
Sources: Agreement and Plan of Combination (Dime Bancorp Inc)
Options. (a) Purchase The Company shall take all actions necessary to provide that at the Effective Time, (i) each option outstanding at the Effective Time to purchase shares of Options by Common Stock granted under the 2000 Stock Option Plan of the Company (each a Portfolio Upon "Company Stock Option") shall be cancelled and (ii) in consideration of the purchase by a Portfolio cancellation of any each fully-vested, exercisable Company Stock Option (including Company Stock Options that are subject to accelerated vesting as defined belowa result of the Merger), the Fund on behalf holder of such fully-vested, exercisable Company Stock Option (including Company Stock Options that are subject to accelerated vesting as a result of the Portfolio Merger) shall promptly deliver receive, upon surrender and cancellation of the option agreement representing such Company Stock Options, an amount in cash equal to the Custodian a certificate signed by an appropriate officer product of (x) the excess of the Fund Estimated Per Share Amount over the per share exercise price of such fully-vested, exercisable Company Stock Options, times (a "Certificate") specifying with respect to each such Option: (i) whether the Option is a put or call Option; (iiy) the name number of the issuer shares of the securities Common Stock subject to such fully-vested, exercisable Company Stock Option (the Option and the title and number aggregate amount 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 (payments, the "Clearing AgentAggregate Option Consideration"). Upon receipt of Company Stock Options not fully-vested or not otherwise exercisable (other than those that are subject to accelerated vesting as a Clearing Agent's confirmation result of the purchase Merger) shall be cancelled without consideration. All shares of Common Stock underlying the Option held by such Clearing Agent vested, exercisable Company Stock Options shall not be deemed outstanding for the account purposes 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 Certificatethis Article 2.
(b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio in accordance with subsection (a) aboveThe Company shall, the Fund on behalf as of the Portfolio shall promptly deliver Effective Time, pay in cash the entire amount payable under the Phantom Stock Award Agreement 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 ▇▇▇▇, being an amount equal to the Option and Estimated Per Share Amount times the title and number of phantom stock units issued to ▇▇▇▇ ("Phantom Stock Consideration") under 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 agreement and cancel 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 Certificateagreement.
(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 All payments of the Portfolio Aggregate Option Consideration and the Phantom Stock Consideration shall promptly deliver to Custodian a Certificate specifying with respect to such Call Option: (i) be paid from the name of the issuer of the securities Estimated Merger Consideration and shall be 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 agreementapplicable withholding Taxes.
(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:
Appears in 1 contract
Options. (a) Purchase of Options by a Portfolio Upon At the Effective Time, each outstanding option to 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 Company Common Stock (a "CertificateStock Option") 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 Company's 2000 Stock ------------ 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 Plan (the "Clearing AgentCompany Stock Option Plan"). Upon receipt of a Clearing Agent's confirmation , whether vested or unvested, shall ------------------------- by virtue of the purchase Merger be deemed assumed by Acquiror and will constitute an option to acquire the number (rounded down to the nearest whole number) of shares of Acquiror Stock as the holder of such Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (not taking into account whether or not such option was in fact exercisable), at a price per share rounded up to the nearest whole cent equal to (x) the aggregate exercise price for Company Common Stock otherwise purchasable pursuant to such Stock Option divided by (y) the Exchange Ratio. Such assumed options will be subject to the terms of the Company Stock Option held by such Clearing Agent for Plan and the account of Custodian stock option agreement between the Company and each optionee, 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 Certificateamended.
(b) Sale of Options by a Portfolio Upon As soon as practicable after the sale of any Option purchased by a Portfolio in accordance with subsection (a) aboveEffective Time, the Fund on behalf of the Portfolio Acquiror shall promptly deliver to Custodian each holder of an outstanding Stock Option an appropriate notice setting forth such holder's rights pursuant thereto. Acquiror shall take all corporate action necessary to reserve for issuance a Certificate specifying with respect to such sale: (i) the type sufficient number of Option (put or call); (ii) the name of the issuer of the securities subject Acquiror Stock for delivery pursuant 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 terms set forth in such Certificatethis Section 3.2.
(c) Upon At the exercise Effective Time, each outstanding warrant to purchase Company Stock shall by virtue of the Portfolio Merger be deemed assumed by Acquiror and will constitute the right to acquire the number (rounded down to the nearest whole number) of any Call Option (shares of Acquiror Stock as defined below) purchased by the Portfolio holder of such warrant would have been entitled to receive pursuant to subsection the Merger had such holder exercised such warrant in full immediately prior to the Effective Time (anot taking into account whether or not such warrant was in fact exercisable), at a price per share rounded up to the nearest whole cent equal to (x) above, the Fund on behalf of the Portfolio shall promptly deliver to Custodian a Certificate specifying with respect aggregate exercise price for Company Common Stock otherwise purchasable pursuant to such Call Option: warrant divided by (iy) 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 exercisedExchange Ratio; provided that any such warrant will remain subject to all other terms of 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 warrant agreement pursuant to Section 16 of this agreementwhich it was granted.
(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:
Appears in 1 contract
Sources: Merger Agreement (Cybersource Corp)
Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Exchange Ratio, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by a Portfolio Upon persons subject to the purchase by a Portfolio reporting requirements of any Option Section 16(a) of the Securities Exchange Act (as defined below), ) to be exempt from the Fund on behalf application of Section 16(b) of the Portfolio shall promptly deliver Securities Exchange Act, 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 Certificateextent permitted thereunder.
(b) Sale of Options by a Portfolio Upon the sale of any Option purchased by a Portfolio The current offerings in accordance with subsection (a) above, the Fund on behalf process as of the Portfolio date of this Agreement under the Company ESPP shall promptly deliver continue, and Company Shares shall be issued to Custodian a Certificate specifying with respect to such sale: (i) participants thereunder on the type of Option (put or call); (ii) next currently scheduled purchase dates thereunder occurring after the name of the issuer of the securities date hereof as provided under, and subject to the Option terms and conditions of, the title Company ESPP. The Company may, consistent with past practice, commence new offering periods under the Company ESPP on or after the date hereof and prior to the Effective Time at an exercise price for each such offering not less than as is required under the Company ESPP. Immediately prior to the Effective Time, pursuant to the Company ESPP, all offerings under the Company ESPP shall be terminated, and each participant shall be deemed to have purchased immediately prior to the Effective Time, to the extent of payroll deductions accumulated by such participant as of such offering period end, the number of such securities; (iii) the date whole shares of sale; (iv) the sales price; (v) the date of settlement; (vi) the total amount payable Company Stock at a per share price determined pursuant to the Portfolio upon such sale; and (vii) the name provisions of the Clearing Agent through whom the sale was made. Custodian Company ESPP, and each participant shall consent receive a cash payment equal to the delivery balance, if any, of such accumulated payroll deductions remaining after such purchase of such shares. As of the Option sold Effective Time, each participant shall receive, by the Clearing Agent which previously supplies the confirmation described in subsection (a) above with respect to such Option against payment to Custodian virtue of the total amount payable Merger, the number of whole shares of Purchaser Stock into which the shares of Company Stock such participant has so purchased under the Company ESPP have been converted pursuant to the Portfolio; Merger as 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 (a1.3(a) hereof, plus 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 cash value of any receipts delivered pursuant to subsection (efraction of a share of Purchaser Common Stock as provided in Section 1.5(d) hereof, Custodian plus any dividends or distributions as provided in Section 1.5(c). The Company ESPP and all purchase rights thereunder shall deliver, or cause the Securities Depository or Book Entry Account to deliver, the underlying securities terminate effective 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 agreementEffective Time.
(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:
Appears in 1 contract
Sources: Merger Agreement (Lakes Gaming Inc)
Options. (a) Purchase of Options by a Portfolio Upon At or prior to the purchase by a Portfolio of any Option (as defined below)Effective Time, the Fund on behalf Board of Directors of the Portfolio Company (or the committee which administers the Stock Option Plan) shall promptly deliver to accelerate the Custodian a certificate signed by an appropriate officer vesting of those Vested Options that would not otherwise have been vested as 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 CertificateClosing.
(b) Sale of Options by a Portfolio Upon At or immediately prior to the sale of any Option purchased by a Portfolio in accordance with subsection (a) aboveEffective Time, the Fund number of shares underlying the Vested Options indicated next to each Option holder’s name on behalf Annex III under the column labeled “Cashed Out Option” (the portion of the Portfolio each such Option, a “Cashed Out Option”) shall promptly deliver to Custodian a Certificate specifying with respect to such sale: be canceled and converted into (i) the type right to receive an option to purchase a number of shares of Surviving Corporation Common Stock determined by multiplying the number of shares of common stock underlying such Cashed Out Option by the Per Share Stock Consideration, which new option will otherwise be subject to the same terms and conditions as apply to such Cashed Out Option immediately prior to the consummation of the Merger (put or call); except as provided in the Shareholders Agreement) and have a per share exercise price of $.01, and (ii) the name right to receive a cash payment (which will be net of applicable tax withholding) equal to the excess of (A) the product of (1) the number of shares of Common Stock underlying such Cashed Out Option and (2) the Per Share Cash Consideration (less, in the case of Option Indemnitor Shares, the Escrow Withholding Amount, which shall be deposited in the Escrow Account and governed by the Cash Escrow Agreement) over (B) the product of (1) the aggregate exercise price of the issuer of the securities subject to the Cashed Out Option and (2) a fraction, of which the title numerator is the Per Share Cash Consideration and number of such securities; (iii) the date of sale; (iv) denominator is 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 CertificateValue Per Share.
(c) Upon At the Effective Time, the balance of Vested Options indicated next to each Option holder’s name on Annex III under the column labeled “Rollover Option” (the portion of each such Option, a “Rollover Option”) shall be converted into options to purchase, on the same terms and conditions as apply to such Rollover Options immediately prior to the consummation of the Merger (except as provided in the Shareholders Agreement), the number of shares of Surviving Corporation Common Stock equal to the number of Common Shares into which the Rollover Options were then exercisable (each such option, a “Surviving Corporation Stock Option”) and at the same exercise by price. Notwithstanding the Portfolio foregoing, in the case of any Call Rollover Option (to which Section 421 of the Code applies by reason of its qualification as defined below) purchased by an incentive stock option under Section 422 of the Portfolio pursuant to subsection (a) aboveCode, the Fund on behalf conversion shall be adjusted if necessary to comply with Section 424(a) 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 agreementCode.
(d) Upon All Options that are not Vested Options shall be terminated for no consideration in accordance with 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 terms 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 Stock 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 agreementPlan.
(e) Whenever a Portfolio writes a Covered Call The Company shall use its reasonable efforts to obtain the consent prior to the Closing of each Option (as defined below) with respect holder to securities held by Custodian hereunder, the Fund on behalf receipt 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 consideration 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 paid in accordance with this Section 2.8 and an acknowledgment that the customs prevailing among brokers receipt of such consideration is in Covered Call Optionsfull satisfaction of any obligation of the Shareholders, and shall imposethe Company, the Surviving Corporation or direct any Subsidiary to such holder in respect of 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 receiptscorresponding cancelled Option.
(f) Whenever Covered Call Option written by a Portfolio The Surviving Corporation hereby covenants that it will take all necessary actions to assume the Options on the terms 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 conditions 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 agreement2.8.
(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:
Appears in 1 contract
Sources: Stock Purchase Agreement and Plan of Merger (Equinox Group Inc)