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Verizon-Yahoo stock purchase agreement misuses “substituted for”

It was surprising to see the following in the Verizon-Yahoo stock purchase agreement:

[1.03] (b) At the Closing, each Seller RSU Award, or portion thereof, that is held by [a Seller] Employee … shall … be sub­sti­tu­ted for [sic] a cash-settled restricted stock unit award with respect to Purchaser Common Stock …. [Emphasis added.]

That, though, is the reverse of what (presumably) is actually going to happen, namely that existing unvested RSUs held by Yahoo em­ploy­ees are to be replaced by Verizon RSUs.  See generally, e.g., the Merriam-Webster online dictionary, which de­fines the verb sub­sti­tute as “to put or use in the place of another … to take the place of: REPLACE.”

I assume this was drafted by the highly-regarded Wachtell Lipton firm, which apparently is serving as counsel for Verizon.

Unfortunately, I see this exactly-backwards usage of substitu­t­ed fairly regularly. Kids these days ….

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