Telepanel Europe Sample Clauses

Telepanel Europe. Insofar as exercisable as a result of the Arrangement and the transactions contemplated hereby, all rights under the Telepanel Europe Put Option shall have been exercised and settled or shall have expired, and all rights under Section 10.2 of the Telepanel Europe Incorporation Agreement, if any, shall have been waived, and all rights under Section 5 of the Telepanel Europe Shareholders Agreement, if any, shall have been waived; and, subject to the commitment by ERS to reserve a sufficient number of shares of ERS Common Stock for issuance upon exchange of such Exchangeable Shares, each of the Telepanel Europe Put Option and all counterparts of the Call Option relating to Telepanel Europe shall have been appropriately amended, upon such terms and subject to such conditions as shall be reasonably satisfactory to ERS, so that, for purposes of calculation of the "price/earnings ratio" thereunder, references to the promisor shall be deemed references to ERS, and, for purposes of settlement following the exercise of any option thereunder, references to common stock of the promisor shall be deemed references to ERS Common Stock.
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