Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, Xxxxxxx Xxxxx International By: Name: Title: Confirmed as of the date first above written: AMGEN INC. By: Name: Title: EXHIBIT A GUARANTEE OF XXXXXXX XXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Amgen, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Xxxxxxx Xxxxx International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Convertible Note Hedge between the Company and ML (ML as Seller), dated as of February 14, 2006 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that thi...
Affected Parties. The following other parties are a party to the creation of a Multiple Employer Workplace and are affected by this Agreement and the responsibilities of the Prime Contractor as laid out herein: Firm Name Address File#
Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. OTC Convertible Note Hedge Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MXXXXXX LXXXX FINANCIAL MARKETS, INC. By: /s/ Fxxx Xxxxxxxx Name: Fxxx Xxxxxxxx Title: Authorized Signatory Confirmed as of the date first above written: MORGANS HOTEL GROUP CO. By: /s/ Mxxx Xxxxxx Name: Mxxx Xxxxxx Title: Chief Investment Officer & Executive Vice President of Capital Markets Acknowledged and agreed as to matters to the Agent: MXXXXXX LYNCH, PXXXXX, FXXXXX & SXXXX INCORPORATED Solely in its capacity as Agent hereunder By: /s/ Axxxxxxx Xxxxx Name: Axxxxxxx Xxxxx Title: Authorized Signatory EXHIBIT A GUARANTEE OF MXXXXXX LXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Morgans Hotel Group Co. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx Financial Markets, Inc., a company incorporated in Delaware (“ML”), under the terms of the Confirmation of OTC Convertible Note Hedge between the Company and ML (ML as Seller), dated as of October 11, 2007 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespectiv...
Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Indemnifiable Tax. For purposes of this Agreement, “Indemnifiable Tax” shall not include any Tax imposed pursuant to sections 1471 through 1474 of the Code.
Affected Parties. For purposes of Section 6(e) of the Master Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, BANK OF AMERICA, N.A. By: /s/ XXXX X. XXXXXXXXX Name: Xxxx X. Xxxxxxxxx Title: Authorized Signatory Confirmed as of the date first above written: GILEAD SCIENCES, INC. By: /s/ XXXX X. XXXXXXXX, PH.D. Name: Xxxx X. Xxxxxxxx, Ph.D.
Affected Parties. If there are 2 Affected Parties each party will determine an amount equivalent to the Termination Currency Equivalent of the sum of the Close-out Amount(s) (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions and the Early Termination Amount will be an amount equal to (A) the sum of (I) one-half the difference between the higher amount so dertmined (by Party “X”) and the lower amount so determined (by Party “Y”)
Affected Parties. For the purposes of Section 6(e) (Payments on Early Termination), both parties shall be deemed to be Affected Parties in connection with the Termination Events described in Section 5(b)(i), so that payments on early termination shall be calculated as provided in Section 6(e)(ii).
Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Counterparty hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Counterparty with respect to the Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Credit Suisse, New York branch, Exxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000, Facsimile No. (000) 000-0000. Yours faithfully, CREDIT SUISSE INTERNATIONAL By Its agent: CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Assistant Vice President Complex Product Support By: /s/ Axxxxx Xxxxxx Name: Axxxxx Xxxxxx Title: Vice President Complex Product Support CREDIT SUISSE, NEW YORK BRANCH, AS AGENT FOR CREDIT SUISSE INTERNATIONAL By: /s/ Axxxxx Xxxxxx Name: Axxxxx Xxxxxx Title: Vice President Complex Product Support By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Assistant Vice President Complex Product Support Agreed and Accepted By: GENERAL CABLE CORPORATION By: /s/ Rxxxxx X. Xxxxxx Name: Rxxxxx X. Xxxxxx Title: Executive Vice President, General Counsel and Secretary OTC Warrant Confirmation Annex A Relevant Date VWAP 15-Nov- 15-May- 15-Nov- 15-May- 15-Nov- 15-May- 15-Nov- 15-May- 15-Nov- 15-May- 15-Nov- 15-May- 15-Nov- 15-May- 15-Nov- Price 06 07 07 08 08 09 09 10 10 11 11 12 12 13 13 $ 39.50 0.393 0.466 0.437 0.408 0.377 0.345 0.311 0.275 0.216 0.179 0.134 0.088 0.044 0.008 0.000 $ 40.00 0.397 0.469 0.440 0.411 0.381 0.349 0.315 0.278 0.220 0.183 0.138 0.091 0.045 0.009 0.000 $ 45.00 0.434 0.501 0.473 0.445 0.415 0.383 0.350 0.314 0.255 0.217 0.170 0.119 0.067 0.018 0.000 $ 50.00 0.468 0.529 0.502 0.475 0.446 0.415 0.382 0.346 0.288 0.249 0.201 0.148 0.091 0.032 0.000 $ 55.00 0.498 0.554 0.528 0.501 0.474 0.444 0.412 0.377 0.319 0.281 0.232 0.178 0.118 0.050 0.001 $ 60.00 0.525 0.576 0.551 0.526 0.499 0.470 0.439 0.405 0.348 0.310 0.263 0.208 0.146 0.073 0.004 $ 65.00 0.550 0.596 0.573 0.548 0.522 0.494 0.464 0.431 0.376 0.339 0.292 0.237 0.175 0.098 0.012 $ 70.00 0.572 0.615 0.592 0.568 0.543 0.516 0.487 0.455 0.402 0.365 0.319...
Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours,
Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, XXXXXXX XXXXX INTERNATIONAL By: /s/ Xxxxxx Xxxxxxxxx Name: Title: Authorized Signatory Confirmed as of the date first above written: THE PANTRY, INC. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: VP/CFO Acknowledged and agreed as to matters relating to the Agent: XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED, solely in its capacity as Agent xxxxxxxxx By: /s/ Xxxxxxxx Xxxxx Name: Title: Authorized Signatory SCHEDULE I Unwind $ Value Per Warrant Months to Maturity Cash Takeover Price: 84 72 60 48 36 24 12 1 $35.00 $ 6.60 $ 6.71 $ 5.92 $ 4.40 $ 2.88 $ 1.42 $ 0.28 $ 0.00 $39.29 $ 8.90 $ 8.95 $ 8.00 $ 6.21 $ 4.34 $ 2.42 $ 0.67 $ 0.00 $45.00 $ 12.35 $ 12.31 $ 11.18 $ 9.07 $ 6.78 $ 4.30 $ 1.67 $ 0.00 $50.00 $ 15.71 $ 15.57 $ 14.29 $ 11.94 $ 9.35 $ 6.44 $ 3.09 $ 0.02 $55.00 $ 19.32 $ 19.07 $ 17.66 $ 15.11 $ 12.27 $ 9.02 $ 5.09 $ 0.21 $60.00 $ 23.14 $ 22.78 $ 21.24 $ 18.54 $ 15.51 $ 12.00 $ 7.64 $ 1.63 $70.00 $ 31.29 $ 30.70 $ 28.96 $ 26.04 $ 22.76 $ 18.94 $ 14.22 $ 8.42 $85.00 $ 44.41 $ 43.51 $ 41.54 $ 38.46 $ 35.04 $ 31.15 $ 26.62 $ 22.36 $100.00 $ 58.22 $ 57.04 $ 54.92 $ 51.80 $ 48.40 $ 44.65 $ 40.61 $ 37.35 $120.00 $ 77.24 $ 75.77 $ 73.53 $ 70.45 $ 67.16 $ 63.68 $ 60.18 $ 57.35 $300.00 $ 255.71 $ 253.44 $ 251.00 $ 248.37 $ 245.68 $ 242.91 $ 240.04 $ 237.35 Above: Intrinsic + $15 Intrinsic + $13 Intrinsic + $10 Intrinsic + $7 Intrinsic + $5 Intrinsic + $3 Intrinsic + $1 Intrinsic + $0 EXHIBIT A GUARANTEE OF XXXXXXX XXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to The Pantry, Inc., Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Xxxxxxx Xxxxx International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction between the Company and ML, dated as of November 21, 2005 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled pa...
