Second SSI Certificate Clause Samples

Second SSI Certificate. No later than the twentieth (20th) business day after the Closing, Newco shall issue to SSI that number of validly issued, fully paid and nonassessable shares of Newco Common Stock equal to the SSI Percentage Interest minus the number of shares issued on the First SSI Certificate and minus the number of shares of Newco Common Stock issuable upon exercise of the Newco Options issued with respect to the Canceled SSI Options pursuant to Section 1.3(a)(ii). If the Newco Offer to the Optionees in the United Kingdom has not expired on such twentieth (20(th)) business day after the Closing because Newco has extended the Newco Offer to such Optionees, then the parties shall amend this Agreement as necessary to provide that (A) the Second Certificate shall not include such shares as may be issued upon exercise of all Newco Options issued to such Optionees assuming all such Optionees elect to cancel all of their SSI Options, and (B) a third SSI certificate may be delivered at such date as shall be agreed by the parties. For the sole purpose of calculating the number of shares of Newco Common Stock remaining due to SSI hereunder, the number of shares issuable upon exercise of such Newco Options shall be determined in accordance with the "treasury A-9 11 stock" methodology as set forth in the definition of the VERITAS Percentage Interest herein if the VERITAS Percentage Interest is determined on that basis. If the treasury stock methodology is not used to determine the VERITAS Percentage Interest, then the number of shares issuable upon exercise of Newco Options issued with respect to Canceled SSI Options shall be determined in the same manner as used to determine the number of shares of Newco Common Stock issuable upon exercise of Newco Options received by VERITAS option holders in exchange for their VERITAS Options.