Common use of Alternative Termination Settlement Clause in Contracts

Alternative Termination Settlement. Subject to Section 7.02(a), unless cash settlement is applicable pursuant to Section 7.02(b), (i) the Seller shall, beginning on the first Trading Day following the Default Notice Day and ending when the Seller shall have satisfied its obligations under this clause (the “Seller Termination Share Purchase Period”), purchase (subject to the provisions of Section 4.01 and Section 4.02 hereof) a number of Alternative Termination Delivery Units equal to (A) the Termination Amount divided by (B) the Termination Price; and (ii) the Seller shall deliver such Alternative Termination Delivery Units to the Purchaser on the settlement dates relating to such purchases; provided that if the Termination Amount is owed to the Seller, clauses (i) and (ii) of this Section 7.03 shall not apply and, in lieu thereof, the Purchaser shall, as soon as directed by the Seller after the Default Notice Day, deliver to the Seller a number of Alternative Termination Delivery Units equal to the quotient of (A) the Termination Amount divided by (B) the Termination Price. Notwithstanding the foregoing, the Purchaser shall not be required to deliver shares of Common Stock or other securities comprising the aggregate Alternative Termination Delivery Units in excess of the Share Cap, in each case except to the extent that the Purchaser has available at such time authorized but unissued shares of such Common Stock or other securities not expressly reserved for any other uses (including, without limitation, shares of Common Stock reserved for issuance upon the exercise of options or convertible debt). The Purchaser shall not permit the sum of (i) the Share Cap plus (ii) the aggregate number of shares expressly reserved for any such other uses, in each case whether expressed as caps or as numbers of shares reserved or otherwise, to exceed at any time the number of authorized but unissued shares of Common Stock.

Alternative Termination Settlement. Subject to Section 7.02(a)If the Purchaser elects alternative termination settlement in respect of an Early Termination Date, unless cash settlement is applicable in lieu of payment of the amount payable in respect of this Transaction pursuant to Section 7.02(b), (i6(d)(ii) of the Seller shall, beginning on the first Trading Day following the Default Notice Day and ending when the Seller shall have satisfied its obligations under this clause Agreement (the “Seller Termination Share Purchase PeriodAmount”), purchase (subject to the provisions of Section 4.01 and Section 4.02 hereof) a number of Alternative Termination Delivery Units equal to (A) the Termination Amount divided by (B) the Termination Price; and (ii) the Seller shall deliver such Alternative Termination Delivery Units to the Purchaser on the settlement dates relating to such purchases; provided that if the Termination Amount is owed to the Seller, clauses (i) and (ii) of this Section 7.03 shall not apply and, in lieu thereof, the Purchaser shall, as soon as directed by the Seller after the Default Notice DayDay (such date directed by the Seller, the “Termination Settlement Date”), deliver to the Seller a number of Alternative Termination Delivery Units equal to the quotient of (A) the Termination Amount divided by (B) the Termination Price. Notwithstanding ; provided that if such quotient exceeds the foregoingnumber of Maximum Delivery Shares, the Purchaser shall not be required to deliver number of shares of Common Stock or other securities comprising the aggregate Alternative Termination Delivery Units in excess shall be equal to the number of the Share CapMaximum Delivery Shares, in each case except to the extent that the Purchaser has available at such time authorized but unissued shares of such Common Stock or other securities not expressly reserved for any other uses (includingOther Transactions; and provided further that if the Seller notifies the Purchaser that delivery of the Alternative Termination Delivery Units would, without limitationin the reasonable judgment of counsel for the Seller, shares present legal or regulatory issues for the Seller that would not arise in connection with the delivery of Common Stock reserved for issuance upon the exercise of options or convertible debt). The Purchaser shall not permit the sum of (i) the Share Cap plus (ii) the aggregate a lesser number of shares expressly reserved for any such other usesAlternative Termination Delivery Units, the Alternative Termination Delivery Units shall be delivered over time, on dates and in amounts that will not, in each case whether expressed as caps or as numbers the reasonable judgment of shares reserved or otherwisecounsel for the Seller, to exceed at any time the number of authorized but unissued shares of Common Stockpresent such issues.

Alternative Termination Settlement. Subject to Section 7.02(a7.03(a), unless cash settlement is applicable pursuant to Section 7.02(b7.03(b), (i) the Seller shall, beginning on the first Trading Day following the Default Notice Day and ending when the Seller shall have satisfied its obligations under this clause (the “Seller Termination Share Purchase Period”), purchase (subject to the provisions of Section 4.01 and Section 4.02 hereof) a number of Alternative Termination Delivery Units equal to (A) the Termination Amount divided by (B) the Termination Price; and (ii) the Seller shall deliver such Alternative Termination Delivery Units to the Purchaser on the settlement dates relating to such purchases; provided that if the Termination Amount is owed to the Seller, clauses (i) and (ii) of this Section 7.03 7.04 shall not apply and, in lieu thereof, the Purchaser shall, as soon as directed by the Seller after the Default Notice Day, deliver to the Seller a number of Alternative Termination Delivery Units equal to the quotient of (A) the Termination Amount divided by (B) the Termination Price. Notwithstanding the foregoing, the Purchaser shall not be required to deliver shares of Common Stock or other securities comprising the aggregate Alternative Termination Delivery Units in excess of the Share Cap, in each case except to the extent that the Purchaser has available at such time authorized but unissued shares of such Common Stock or other securities not expressly reserved for any other uses (including, without limitation, shares of Common Stock reserved for issuance upon the exercise of options or convertible debt). The Purchaser shall not permit the sum of (i) the Share Cap plus (ii) the aggregate number of shares expressly reserved for any such other uses, in each case whether expressed as caps or as numbers of shares reserved or otherwise, to exceed at any time the number of authorized but unissued shares of Common Stock.

Alternative Termination Settlement. (a) Subject to Section 7.02(a), unless cash settlement is applicable pursuant to Section 7.02(b), (i) the Seller shall, beginning on the first Trading Day following the Default Notice Day and ending when the Seller shall have satisfied its obligations under this clause (the “Seller Termination Share Purchase Period”), purchase (subject to the provisions of Section 4.01 and Section 4.02 hereof) a number of Alternative Termination Delivery Units equal to (A) if the Termination Amount divided shall be payable by (B) the Termination Price; and (ii) Purchaser to the Seller shall and the Purchaser elects to deliver such the Alternative Termination Delivery Units to the Purchaser on the settlement dates relating to such purchases; provided that if the Termination Amount is owed to the Seller, clauses (i) and (ii) of this Section 7.03 shall not apply and, in lieu thereof, the Purchaser shall, as soon as directed by the Seller after the Default Notice Day, deliver to the Seller a number of Alternative Termination Delivery Units equal to the quotient of (A) the Termination Amount divided by (B) the Termination Price. Notwithstanding the foregoing, the Purchaser shall not be required to deliver shares of Common Stock or other securities comprising the aggregate Alternative Termination Delivery Units in excess of the Share Cap, in each case except to the extent that the Purchaser has available at such time authorized but unissued shares of such Common Stock or other securities not expressly reserved for any other uses (including, without limitation, shares of Common Stock reserved for issuance upon the exercise of options or convertible debt). The Purchaser shall not permit the sum of (i) the Share Cap plus (ii) the aggregate number of shares expressly reserved for any such other uses, in each case whether expressed as caps or as numbers of shares reserved or otherwise, to exceed at any time the number of authorized but unissued shares of Common Stock. For the avoidance of doubt, if the Termination Amount owed to the Seller could result in delivery of the aggregate Alternative Termination Delivery Units in excess of the Share Cap, the Purchaser shall not owe to the Seller a cash obligation in respect of such excess. (b) Subject to Section 7.02(a), if the Termination Amount shall be payable by the Seller to the Purchaser and the Purchaser elects to receive the Alternative Termination Delivery Units from the Seller, (i) the Seller shall, beginning on the first Trading Day following the Default Notice Day and ending when the Seller shall have satisfied its obligations under this clause (the “Seller Termination Share Purchase Period”), purchase (subject to the provisions of Section 4.01 and Section 4.02 hereof) a number of Alternative Termination Delivery Units in a commercially reasonable manner with an aggregate value equal to (subject to the following proviso) such Termination Amount and (ii) the Seller shall deliver such Alternative Termination Delivery Units to the Purchaser on the settlement dates relating to such purchases; provided that no fractional Alternative Termination Delivery Units shall be delivered by the Seller under this Section 7.03(b) and any excess Termination Amount shall be paid in cash on the settlement date for purchases on the last day of the Seller Termination Share Purchase Period. *** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission.

Alternative Termination Settlement. Subject to Section 7.02(a), unless cash settlement is applicable pursuant to Section 7.02(b), (i) the Seller shall, beginning on the first Trading Day following the Default Notice Day and ending when the Seller shall have satisfied its obligations under this clause (the “Seller Termination Share Purchase Period”), purchase (subject to the provisions of Section 4.01 and Section 4.02 hereof) a number of Alternative Termination Delivery Units equal to (A) the Termination Amount divided by (B) the Termination Price; and (ii) the Seller shall deliver such Alternative Termination Delivery Units to the Purchaser on the settlement dates relating to such purchases; provided that if the Termination Amount is owed to the Seller, clauses (i) and (ii) of this Section 7.03 shall not apply and, in lieu thereof, the Purchaser shall, as soon as directed by the Seller after the Default Notice Day, deliver to the Seller a number of Alternative Termination Delivery Units equal to the quotient of (A) the Termination Amount divided by (B) the Termination Price; provided further that, in the event the Termination Amount is owed to the Seller, at any time prior to the time the Seller (or any affiliate of the Seller) has contracted to resell the Alternative Termination Delivery Units to be delivered, the Purchaser may deliver in lieu of such Alternative Termination Delivery Units an amount in cash equal to the Termination Amount in the manner set forth in Section 6(d) of the Agreement. Notwithstanding the foregoing, the Purchaser shall not be required to deliver shares of Common Stock or other securities comprising the aggregate Alternative Termination Delivery Units in excess of the Share Cap, in each case except to the extent that the Purchaser has available at such time authorized but unissued shares of such Common Stock or other securities not expressly reserved for any other uses (including, without limitation, shares of Common Stock reserved for issuance upon the exercise of options or convertible debt). The Purchaser shall not permit the sum of (i) the Share Cap plus (ii) the aggregate number of shares expressly reserved for any such other uses, in each case whether expressed as caps or as numbers of shares reserved or otherwise, to exceed at any time the number *** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission. of authorized but unissued shares of Common Stock. For the avoidance of doubt, if the Termination Amount owed to Seller could result in delivery of the aggregate Alternative Termination Delivery Units in excess of the Share Cap, Purchaser shall not owe to Seller a cash obligation in respect of such excess.

Alternative Termination Settlement. Subject to Section 7.02(a), unless cash settlement is applicable pursuant to Section 7.02(b), (i) the Seller shall, beginning on the first Trading Day following the Default Notice Day and ending when the Seller shall have satisfied its obligations under this clause (the “Seller Termination Share Purchase Period”), purchase (subject to the provisions of Section 4.01 and Section 4.02 hereof) a number of Alternative Termination Delivery Units equal to (A) the Termination Amount divided by (B) the Termination Price; and (ii) the Seller shall deliver such Alternative Termination Delivery Units to the Purchaser on the settlement dates relating to such purchases; provided that if the Termination Amount is owed to the Seller, clauses (i) and (ii) of this Section 7.03 shall not apply and, in lieu thereof, the Purchaser shall, as soon as directed by the Seller after the Default Notice Day, deliver to the Seller a number of Alternative Termination Delivery Units equal to the quotient of (A) the Termination Amount divided by (B) the Termination Price. Notwithstanding the foregoing, the Purchaser shall not be required to deliver shares of Common Stock or other securities comprising the aggregate Alternative Termination Delivery Units in excess of the Purchaser Share Cap, in each case except to the extent that the Purchaser has available at such time authorized but unissued shares of such Common Stock or other securities not expressly reserved for any other uses (including, without limitation, shares of Common Stock reserved for issuance upon the exercise of options or convertible debt); provided, however, that such exception shall not be applicable to the limitation set forth in clause (y) of the definition of Purchaser Share Cap. The Purchaser shall not permit the sum of (i) the Purchaser Share Cap plus (ii) the aggregate number of shares expressly reserved for any such other uses, in each case whether expressed as caps or as numbers of shares reserved or otherwise, to exceed at any time the number of authorized but unissued shares of Common Stock.