Settlement Method Election definition

Settlement Method Election. Applicable with respect to Cash Settlement or Net Physical Settlement only. Electing Party: Counterparty

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Settlement Method Election in Section 7.1 of the Equity Definitions is hereby amended by (i) inserting “or Net Share Settlement” after “Cash Settlement” in the sixth line, (ii) deleting the words “or Physical Settlement” in the sixth and seventh lines, (iii) deleting the words “oral telephonic notice if practicable, and otherwise” from the phrase in the last parenthesis of the first sentence, (iv) deleting the phrase “and the Electing Party will execute and deliver to the other party or, if applicable, such agent, a written confirmation confirming the substance of any telephonic notice within one Scheduled Trading Day of that notice” in the second sentence and (v) deleting the third sentence of Section 7.1.

Settlement Method Election. For any Transaction, applicable; provided that:

Examples of Settlement Method Election in a sentence

• For any Option, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise or Notice of Final Settlement Method, as applicable, for such Option.

• If applicable, the Notice of Exercise shall also contain the Settlement Method Election Provisions.

• If applicable, the Notice of Final Convertible Security Settlement Method shall also contain the Settlement Method Election Provisions.

• At any time prior to making a Settlement Method Election, Counterparty may, without the consent of Dealer, amend this Confirmation by notice to Dealer to eliminate Counterparty’s right to elect Cash Settlement pursuant to this “Settlement Method Election” provision (but not, for the avoidance of doubt, Cash Settlement as the Default Settlement Method prior to Counterparty’s receipt of the Required Stockholder Approval).

• If applicable, the Notice of Final convertible Security Settlement Method shall also contain the Settlement Method Election Provisions.

• Cash Settlement Payment Date: The later of (x) the Exchange Business Day immediately following the last day of the Settlement Valuation Period and (y) the earlier of the Exchange Business Day immediately following the date of Counterparty’s Settlement Method Election and the Settlement Method Election Date.

• The fifth (5th) Relevant Day immediately preceding the Initial Valuation Date; provided that, with respect to any Accelerated Unwind, the Settlement Method Election Date shall be the date of delivery of the Settlement Notice and Counterparty may only elect the Settlement Method pursuant to “Accelerated Unwind” above.

• At any time prior to making a Settlement Method Election Issuer may, without the consent of Dealer, amend this Confirmation by notice to Dealer to eliminate Issuer’s right to elect Cash Settlement.

• Applicable with respect to Cash Settlement or Net Physical Settlement only; provided that any election made pursuant to this Settlement Method Election provision shall be irrevocable and shall apply to every Component.

• If the number of Undesignated Shares on the Maturity Date is greater than zero (meaning, for the avoidance of doubt, that Counterparty did not deliver written notice to Dealer designating the Maturity Date as the Designated Date with respect to such Undesignated Shares on or prior to the related Settlement Method Election Date), then the Maturity Date will be a Designated Date with a number of Designated Shares equal to such remaining number of Undesignated Shares.

More Definitions of Settlement Method Election

Settlement Method Election. For any Transaction, applicable; provided that: (i) Net Share Settlement shall be deemed to be included as an additional settlement method under Section 7.1 of the Equity Definitions; (ii) Counterparty may elect Cash Settlement or Net Share Settlement for any Settlement of any Transaction only if Counterparty represents and warrants to Dealer in the Settlement Notice containing such election that, as of the date of such Settlement Notice, (A) Counterparty is not aware of any material nonpublic information concerning itself or the Shares, (B) Counterparty is electing the settlement method and designating the First Unwind Date specified in such Settlement Notice in good faith and not as part of a plan or scheme to evade compliance with Rule 10b-5 under the Exchange Act (“Rule 10b-5”) or any other provision of the federal securities laws, (C) Counterparty is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)), (D) Counterparty would be able to purchase a number of Shares equal to the greater of (x) the number of Settlement Shares designated in such Settlement Notice and (y) a number of Shares with a value as of the date of such Settlement Notice equal to the product of (I) such number of Settlement Shares and (II) the applicable Relevant Forward Price for such Cash Settlement or Net Share Settlement in compliance with the laws of Counterparty’s jurisdiction of organization, (E) Counterparty is not electing Cash Settlement or Net Share Settlement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares), and (F) such election, and settlement in accordance therewith, does not and will not violate or conflict with any law, regulation or supervisory guidance applicable to Counterparty, or any order or judgment of any court or other agency of government applicable to it or any of its assets, and any governmental consents that are required to have been obtained by Counterparty with respect to such election or settlement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

Settlement Method Election. Applicable; provided that (i) references to “Physical Settlement” in Section 7.1 of the Equity Definitions shall be replaced by references to “Net Share Settlement”; (ii) Company may elect Cash Settlement only if Company represents and warrants to Dealer in writing on the date of such election that (A) Company is not in possession of any material non-public information regarding Company or the Shares, (B) Company is electing Cash Settlement in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws, and (C) the assets of Company at their fair valuation exceed the liabilities of Company (including contingent liabilities), the capital of Company is adequate to conduct the business of Company, and Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature; and (iii) the same election of settlement method shall apply to all Expiration Dates hereunder. Electing Party: Company

Settlement Method Election. For any Transaction, applicable; provided that: (i) Net Share Settlement shall be deemed to be included as an additional settlement method under Section 7.1 of the Equity Definitions;

Settlement Method Election. Applicable with respect to a Settlement Date or all Cash Settlement Payment Dates for a Pricing Period; provided that (i) for purposes of this Confirmation, Section 7.1 of the Definitions is hereby amended by adding the phrase “, Net Share Settlement” after “Cash Settlement” in the sixth line thereof and (ii) if Counterparty elects Cash Settlement or Net Share Settlement, it shall be deemed to have repeated the representations contained in Section 11(b)(vi) and (vii) below on the date of notice of such election. Electing Party: Counterparty

Settlement Method Election. Date: (i) The Deadline Date or (ii) the Early Settlement Election Day, as the case may be. Default Settlement Method: Physical Settlement, if Condition to Physical Settlement is satisfied; otherwise, Cash Settlement. Cash Settlement Provisions:

Settlement Method Election. Applicable, which means that, notwithstanding anything herein or in the Equity Definitions to the contrary (w) the first Settlement Method Election, which must be made on or prior to the First Settlement Method Election Date, shall apply to the first twenty Expiration Dates (including any such Expiration Date that is designated, in whole or in part, as a date other than the originally scheduled Expiration Date by the Calculation Agent pursuant to the provisions opposite the caption “Expiration Dates” above), (x) the second Settlement Method Election, which must be made on or prior to the Second Settlement Method Election Date, shall apply to the twenty-first through fortieth Expiration Dates (including any such Expiration Date that is designated, in whole or in part, as a date other than the originally scheduled Expiration Date by the Calculation Agent pursuant to the provisions opposite the caption “Expiration Dates” above), (y) the third Settlement Method Election, which must be made on or prior to the Third Settlement Method Election Date, shall apply to the forty-first through sixtieth Expiration Dates (including any such Expiration Date that is designated, in whole or in part, as a date other than the originally scheduled Expiration Date by the Calculation Agent pursuant to the provisions opposite the caption “Expiration Dates” above) and (z) if any Settlement Method Election is not made on or prior to the corresponding Settlement Method Election Date, Counterparty shall be deemed to have elected for the Default Settlement Method Election to apply in respect of such Settlement Method Election Date; provided that (i) references to “Physical Settlement” in Section 7.1 of the Equity Definitions shall be replaced by references to “Net Physical Settlement”; and (ii) Counterparty may elect Cash Settlement in respect of any Settlement Method Election Date only if Counterparty represents and warrants to ML in writing on the date of such election that (A) Counterparty is not in possession of any material non-public information regarding Counterparty or the Shares, (B) Counterparty is electing Cash Settlement in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws, and (C) the assets of Counterparty at their fair valuation exceed the liabilities of Counterparty (including contingent liabilities), the capital of Counterparty is adequate to conduct the business of Counterparty, and Counterparty has the ability to pay...