in the case of our directors, officers, and security holders, (i) the receipt by the locked - up party from us of shares of Class A common stock or Class B common stock upon (A) the exercise or settlement of stock options or RSUs granted
under a stock incentive plan or other equity award plan described in this prospectus or (B) the exercise of warrants outstanding and which are described in this prospectus, or (ii) the transfer of shares of Class A common stock, Class B common stock, or any securities convertible into Class A common stock or Class B common stock upon a vesting or settlement event of our securities or upon the exercise of options or warrants to purchase our securities on a «cashless» or «net exercise» basis to the extent permitted by the instruments representing
such options or warrants (and any transfer to us necessary to generate
such amount of
cash needed for the payment of taxes, including estimated taxes, due as a result of
such vesting or exercise whether by means of a «net settlement» or otherwise) so long as
such «cashless exercise» or «net exercise» is effected solely by the surrender of outstanding stock options or warrants (or the Class A common stock or Class B common stock issuable upon the exercise thereof) to us and our cancellation of all or a portion thereof to pay the exercise price or withholding tax and remittance obligations, provided that in the case of (i), the shares received upon
such exercise or settlement are subject to the restrictions set forth above, and provided further that in the case of (ii), any filings
under Section 16 (a) of the Exchange Act, or any other public filing or disclosure of
such transfer by or on behalf of the locked - up party, shall clearly indicate in the footnotes thereto that
such transfer of shares or securities was solely to us pursuant to the
circumstances described in this bullet point;
In the event of termination of the Merger Agreement
under certain
circumstances principally related to a failure to obtain required regulatory approvals, the Merger Agreement provides for Facebook to pay WhatsApp a fee of $ 1 billion in
cash and to issue to WhatsApp a number of shares of Facebook's Class A common stock equal to $ 1 billion based on the average closing price of the ten trading days preceding
such termination date.
The Master Fund may invest, including for defensive purposes, directly and indirectly, some or all of its assets in high quality fixed - income securities, money market instruments and money market mutual funds, or hold
cash or
cash equivalents in
such amounts as the Advisor or general partner, manager or equivalent of the underlying Investment Fund (the «Investment Fund manager (s)») deem appropriate
under the
circumstances.