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 ….