Common use of Contract Adjustment Payments Clause in Contracts

Contract Adjustment Payments. (a) Subject to Section 5.09(d), the Company shall pay, on each Contract Adjustment Payment Date, the Contract Adjustment Payments payable in respect of each Purchase Contract for the period from and including the immediately preceding Contract Adjustment Payment Date on which Contract Adjustment Payments were paid (or if none, April 19, 2021) to but excluding such Contract Adjustment Payment Date to the Person in whose name a Certificate is registered at the close of business on the Record Date relating to such Contract Adjustment Payment Date. Contract Adjustment Payments shall be payable in cash, by delivery of shares of Common Stock or through any combination of cash and shares of Common Stock, as set forth in Section 5.09(e)(i). Contract Adjustment Payments on Global Certificates payable in cash shall be made by wire transfer of immediately available funds to the Depositary on or prior to 10:00 a.m., New York City time, on the relevant Contract Adjustment Payment Date. If the book-entry system for the Units has been terminated, Contract Adjustment Payments payable in cash shall be payable at the designated corporate trust office of the Purchase Contract Agent in the contiguous United States maintained for that purpose on or prior to 10:00 a.m., New York City time, on the relevant Contract Adjustment Payment Date or, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register as of the Record Date, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent, given at least ten calendar days prior to the Contract Adjustment Payment Date. Contract Adjustment Payments payable for any period will be computed (x) for any full quarterly period on the basis of a 360-day year of twelve 30-day months and (y) for any period shorter than a full quarterly period, on the basis of a 30-day month and, for any period less than a month, on the basis of the actual number of days elapsed in a 30-day month. The Contract Adjustment Payments will accrue from April 19, 2021. (b) Upon the occurrence of a Termination Event, the Company’s obligation to pay future Contract Adjustment Payments and any deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall cease. (c) Each Certificate delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of (including as a result of a Collateral Substitution or the recreation of Corporate Units) any other Certificate shall carry the right to accrued and unpaid Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon), which right was carried by the Purchase Contracts underlying such other Certificates. (d) In the case of any Unit with respect to which Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract (if applicable) is effected on a date that is after any Record Date and on or prior to the open of business on the related Contract Adjustment Payment Date, Contract Adjustment Payments and deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) otherwise payable on such Contract Adjustment Payment Date shall be payable on such Contract Adjustment Payment Date notwithstanding such Early Settlement or Fundamental Change Early Settlement, and such Contract Adjustment Payments and deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be paid to the Person in whose name the Certificate evidencing such Unit is registered at the close of business on such Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Unit with respect to which Early Settlement of the underlying Purchase Contract is effected, Contract Adjustment Payments that would otherwise have accrued after the most recent Contract Adjustment Payment Date with respect to such Purchase Contract shall not be payable. (e) (i) Subject to the limitations described below, the Company may pay any Contract Adjustment Payment (including Compounded Contract Adjustment Payments thereon or any portion of any Contract Adjustment Payment), whether or not for a current Contract Adjustment Payment Date or in respect of any prior Contract Adjustment Payment Date, as determined in its sole discretion: (A) in cash; (B) by delivery of shares of Common Stock; or (C) through any combination of cash and shares of Common Stock.

Contract Adjustment Payments. (a) Subject to Section 5.09(d)) and Section 5.10, the Company shall pay, on each Contract Adjustment Payment Date, the Contract Adjustment Payments payable in respect of each Purchase Contract for the period from and including the immediately preceding Contract Adjustment Payment Date on which Contract Adjustment Payments were paid (or if none, April 19May 25, 2021) to to, but excluding excluding, such Contract Adjustment Payment Date to the Person in whose name a Certificate is registered at the close of business on the Record Date relating to such Contract Adjustment Payment Date. Contract Adjustment Payments shall be payable in cash, by delivery of shares of Common Stock or through any combination of cash and shares of Common Stock, as set forth in Section 5.09(e)(i). Subject to receipt by the Purchase Contract Agent at or prior to 11:00 a.m. New York City time on the relevant Payment Date, Contract Adjustment Payments on Global Certificates payable in cash shall be made by wire transfer of immediately available funds to the Depositary on at or prior to 10:00 a.m.2:00 p.m., New York City time, on the relevant Contract Adjustment Payment Date. If the book-entry system for the Units has been terminated, then, subject to receipt by the Purchase Contract Agent at or prior to 11:00 a.m. New York City time on the relevant Payment Date, Contract Adjustment Payments payable in cash shall be payable at the designated corporate trust office of the Purchase Contract Agent in the contiguous United States maintained for that purpose on Corporate Trust Office at or prior to 10:00 a.m.2:00 p.m., New York City time, on the relevant Contract Adjustment Payment Date or, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register as of the Record Date, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent, given at least ten calendar days prior to the Contract Adjustment Payment Date. Contract Adjustment Payments payable for any period will be computed (x) for any full quarterly period on the basis of a 360-day year of twelve 30-day months and (y) for any period shorter than a full quarterly period, on the basis of a 30-day month and, for any period less than a month, on the basis of the actual number of days elapsed in a 30-day monthmonths. The Contract Adjustment Payments will accrue from April 19(and including) May 25, 2021. (b) Upon the occurrence of a Termination Event, the Company’s obligation to pay future Contract Adjustment Payments and any deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall cease. (c) Each Certificate delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of (including as a result of a Collateral Substitution or the recreation of Corporate Units) any other Certificate shall carry the right to accrued and unpaid Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon), which right was carried by the Purchase Contracts underlying such other Certificates. (d) In the case of any Unit with respect to which Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract (if applicable) is effected on a date that is after any Record Date and on or prior to the open of business on the related Contract Adjustment Payment Date, Contract Adjustment Payments and deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) otherwise payable on with respect to such Contract Adjustment Payment Date shall be payable on such Contract Adjustment Payment Date (or, if such date is not a Business Day, the next Business Day) notwithstanding such Early Settlement or Fundamental Change Early Settlement, and such Contract Adjustment Payments and deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be paid to the Person in whose name the Certificate evidencing such Unit is registered at the close of business on such Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Unit with respect to which Early Settlement of the underlying Purchase Contract is effected, Contract Adjustment Payments that would otherwise have accrued after the most recent Contract Adjustment Payment Date with respect to such Purchase Contract shall not be payable. (e) (i) Subject to the limitations described below, the Company may elect to pay any Contract Adjustment Payment (including Compounded Contract Adjustment Payments thereon or any portion of any Contract Adjustment Payment), whether or not for a current Contract Adjustment Payment Date or in respect of any prior Contract Adjustment Payment Date, as determined in its sole discretion: (A) in cash; (B) by delivery of shares of Common Stock; or (C) through any combination of cash and shares of Common Stock.

Contract Adjustment Payments. (a) Subject to Section 5.09(d), the Company shall pay, on each Contract Adjustment Payment Date, the Contract Adjustment Payments payable in respect of each Purchase Contract for the period from and including the immediately preceding Contract Adjustment Payment Date on which Contract Adjustment Payments were paid (or if none, April 19June 14, 20212019) to but excluding such Contract Adjustment Payment Date to the Person in whose name a Certificate is registered at the close of business on the Record Date relating to such Contract Adjustment Payment Date. Contract Adjustment Payments shall be payable in cash, by delivery of shares of Common Stock or through any combination of cash and shares of Common Stock, as set forth in Section 5.09(e)(i5.09(e). Contract Adjustment Payments on Global Certificates payable in cash shall be made by wire transfer of immediately available funds to the Depositary on or prior to 10:00 a.m., New York City time, on the relevant Contract Adjustment Payment DateDepositary. If the book-entry system for the Units has been terminated, Contract Adjustment Payments payable in cash shall be payable at the designated corporate trust office or agency of the Purchase Contract Agent in the contiguous United States Borough of Manhattan, City of New York, New York maintained for that purpose on or prior to 10:00 a.m., New York City time, on the relevant Contract Adjustment Payment Date or, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register as of the Record Date, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent, given at least ten calendar days prior to the Contract Adjustment Payment Date. Contract Adjustment Payments payable for any period will be computed (x) for any full quarterly period on the basis of a 360-day year of twelve 30-day months and (y) for any period shorter than a full quarterly period, on the basis of a 30-day month and, for any period less than a month, on the basis of the actual number of days elapsed in a 30-day monthmonths. The Contract Adjustment Payments will accrue from April 19June 14, 20212019. (b) Upon the occurrence of a Termination Event, the Company’s obligation to pay future Contract Adjustment Payments and any deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall cease. (c) Each Certificate delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of (including as a result of a Collateral Substitution or the recreation of Corporate Units) any other Certificate shall carry the right to accrued and unpaid Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon), which right was carried by the Purchase Contracts underlying such other Certificates. (d) In the case of any Unit with respect to which Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract (if applicable) is effected on a date that is after any Record Date and on or prior to the open of business or on the related Contract Adjustment next succeeding Payment Date, Contract Adjustment Payments and deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) otherwise payable on such Contract Adjustment Payment Date shall be payable on such Contract Adjustment Payment Date notwithstanding such Early Settlement or Fundamental Change Early Settlement, and such Contract Adjustment Payments and deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be paid to the Person in whose name the Certificate evidencing such Unit is registered at the close of business on such Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Unit with respect to which Early Settlement of the underlying Purchase Contract is effected, Contract Adjustment Payments that would otherwise have accrued after the most recent Contract Adjustment Payment Date with respect to such Purchase Contract shall not be payable. (e) (i) Subject to the limitations described below, the Company may pay any Contract Adjustment Payment (including Compounded Contract Adjustment Payments thereon or any portion of any Contract Adjustment Payment), whether or not for a current Contract Adjustment Payment Date or in respect of any prior Contract Adjustment Payment Date, may be paid by the Company, as determined in its sole discretion: (A) in cash; (B) by delivery of shares of Common Stock; or (C) through any combination of cash and shares of Common Stock.

Contract Adjustment Payments. (a) Subject to Section 5.09(d5.10(d) and Section 5.10(e) through (q), the Company shall pay, on each Contract Adjustment Payment Date, the Contract Adjustment Payments payable in respect of each Purchase Contract for the period from and including the immediately preceding Contract Adjustment Payment Date on which Contract Adjustment Payments were paid (or if none, April 19__________, 2021200__) to but excluding such Contract Adjustment Payment Date to the Person in whose name a Certificate is registered at the close of business on the Record Date relating to such Contract Adjustment Payment Date. Contract Adjustment Payments shall be payable in cash, by delivery of shares of Common Stock or through any combination of cash and shares of Common Stock, as set forth in Section 5.09(e)(i). Contract Adjustment Payments on Global Certificates payable in cash shall will be made by wire transfer of immediately available funds to the Depositary on or prior to 10:00 a.m., New York City time, on the relevant Contract Adjustment Payment DateDepositary. If the book-entry system for the Units has been terminated, the Contract Adjustment Payments payable in cash shall will be payable at the designated corporate trust office of the Purchase Contract Agent in the contiguous United States Borough of Manhattan, City of New York, New York maintained for that purpose on or prior to 10:00 a.m., New York City time, on the relevant Contract Adjustment Payment Date or, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person’s 's address as it appears on the Security Register as of the Record Date, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent, given at least ten calendar days prior to the Payment Date. If any Payment Date is not a Business Day, then payment of the Contract Adjustment Payment DatePayments payable on such date will be made on the next succeeding day that is a Business Day (and without any interest in respect of any such delay). Contract Adjustment Payments payable for any period will be computed (x) for any full quarterly period on the basis of a 360-day year of twelve 30-day months and (y) for any period shorter than a full quarterly period, on the basis of a 30-day month and, for any period less than a month, on the basis of the actual number of days elapsed in a 30-day monthmonths. The Contract Adjustment Payments will accrue from April 19__________, 2021. (b) 200__. Upon the occurrence of a Termination Event, the Company’s 's obligation to pay future Contract Adjustment Payments and (including any deferred accrued Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereonPayments) shall cease. (c) . Each Certificate delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of (including as a result of a Collateral Substitution or the recreation of Corporate Units) any other Certificate shall carry the right to accrued and unpaid Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon)Payments, which right was carried by the Purchase Contracts underlying such other Certificates. (d) . In the case of any Unit with respect to which Early Settlement or Fundamental Change Cash Merger Early Settlement of the underlying Purchase Contract (if applicable) is effected on a date that is after any Record Date and on or prior to the open of business or on the related Contract Adjustment next succeeding Payment Date, Contract Adjustment Payments and deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) otherwise payable on such Contract Adjustment Payment Date shall be payable on such Contract Adjustment Payment Date notwithstanding such Early Settlement or Fundamental Change Cash Merger Early Settlement, and such Contract Adjustment Payments and deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be paid to the Person in whose name the Certificate evidencing such Unit is registered at the close of business on such Record Date. Except as otherwise expressly provided in the immediately preceding sentence, and the right to receive accrued and unpaid Contract Adjustment Payments as set forth in Section 5.04(b)(ii), in the case of any Unit with respect to which Early Settlement or Cash Merger Early Settlement of the underlying Purchase Contract is effected, Contract Adjustment Payments that would otherwise have accrued be payable after the most recent Contract Adjustment Payment Early Settlement or Cash Merger Early Settlement Date with respect to such Purchase Contract shall not be payable. (e) (i) Subject . The Company's obligations with respect to Contract Adjustment Payments will be subordinated and junior in right of payment to the limitations described belowCompany's obligations under any Senior Indebtedness as set forth in this Section 5.10. In the event (x) of any payment by, or distribution of assets of, the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, or (y) subject to the provisions of Section 5.10(h) below, that (A) a default shall have occurred and be continuing with respect to the payment of principal, interest or any other monetary amounts due and payable on any Senior Indebtedness and such default shall have continued beyond the period of grace, if any, specified in the instrument evidencing such Senior Indebtedness (and the Purchase Contract Agent shall have received written notice thereof from the Company or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may pay have been issued), or (B) the maturity of any Senior Indebtedness shall have been accelerated because of a default in respect of such Senior Indebtedness (and the Purchase Contract Agent shall have received written notice thereof from the Company or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), then: the holders of all Senior Indebtedness shall first be entitled to receive, in the case of clause (x) above, payment of all amounts due or to become due upon all Senior Indebtedness and, in the case of subclauses (A) and (B) of clause (y) above, payment of all amounts due thereon, or provision shall be made for such payment in money or money's worth, before the Holders of any of the Units are entitled to receive any Contract Adjustment Payment Payments on the Purchase Contracts underlying the Units; any payment by, or distribution of assets of, the Company of any kind or character, whether in cash, property or securities, to which the Holders of any of the Units would be entitled except for the provisions of Section 5.10(e) through (q), including Compounded any such payment or distribution that may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of such Contract Adjustment Payments thereon on the Purchase Contracts underlying the Units, shall be paid or delivered by the Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the representative or representatives of the holders of Senior Indebtedness or to the trustee or trustees under any portion indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness, before any payment or distribution is made of such Contract Adjustment Payments to the Holders of such Units; and in the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution that may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of Contract Adjustment PaymentPayments on the Purchase Contracts underlying the Units, shall be received by the Purchase Contract Agent or the Holders of any of the Units when such payment or distribution is prohibited pursuant to Section 5.10(e) through (q), whether such payment or not distribution shall be paid over to the representative or representatives of the holders of Senior Indebtedness or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any such Senior Indebtedness may have been issued, ratably as aforesaid, for a current Contract Adjustment Payment Date application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or in respect distribution (or provision therefor) to the holders of any prior Contract Adjustment Payment Date, as determined in its sole discretion: (A) in cash; (B) by delivery of shares of Common Stock; or (C) through any combination of cash and shares of Common Stocksuch Senior Indebtedness.

Contract Adjustment Payments. (a) Subject to Section 5.09(d), the Company shall pay, on each Contract Adjustment Payment Date, the Contract Adjustment Payments payable in respect of each Purchase Contract for the period from and including the immediately preceding Contract Adjustment Payment Date on which Contract Adjustment Payments were paid (or if none, April 19March 11, 2021) to but excluding such Contract Adjustment Payment Date to the Person in whose name a Certificate is registered at the close of business on the Record Date relating to such Contract Adjustment Payment Date. Contract Adjustment Payments shall be payable in cash, by delivery of shares of Common Stock or through any combination of cash and shares of Common Stock, as set forth in Section 5.09(e)(i)5 .09(e)(i) . Contract Adjustment Payments on Global Certificates payable in cash shall be made by wire transfer of immediately available funds to the Depositary on or prior to 10:00 a.m., a.m. New York City time, time on the relevant Contract Adjustment Payment Date. If the book-entry system for the Units has been terminated, Contract Adjustment Payments payable in cash shall be payable at the designated corporate trust office of the Purchase Contract Agent in the contiguous United States maintained for that purpose on or prior to 10:00 a.m., a.m. New York City time, time on the relevant Contract Adjustment Payment Date or, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register as of the Record Date, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent, given at least ten calendar days prior to the Contract Adjustment Payment Date. Contract Adjustment Payments payable for any period will be computed (x) for any full quarterly period on the basis of a 360-day year of twelve 30-day months and (y) for any period shorter than a full quarterly period, on the basis of a 30-day month and, for any period less than a month, on the basis of the actual number of days elapsed in a 30-day month. The Contract Adjustment Payments will accrue from April 19March 11, 2021. (b) Upon the occurrence of a Termination Event, the Company’s obligation to pay future Contract Adjustment Payments and any deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall cease. (c) Each Certificate delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of (including as a result of a Collateral Substitution or the recreation of Corporate Units) any other Certificate shall carry the right to accrued and unpaid Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon), which right was carried by the Purchase Contracts underlying such other Certificates. (d) In the case of any Unit with respect to which Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract (if applicable) is effected on a date that is after any Record Date and on or prior to the open of business on the related Contract Adjustment Payment Date, Contract Adjustment Payments and deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) otherwise payable on such Contract Adjustment Payment Date shall be payable on such Contract Adjustment Payment Date notwithstanding such Early Settlement or Fundamental Change Early Settlement, and such Contract Adjustment Payments and deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be paid to the Person in whose name the Certificate evidencing such Unit is registered at the close of business on such Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Unit with respect to which Early Settlement of the underlying Purchase Contract is effected, Contract Adjustment Payments that would otherwise have accrued after the most recent Contract Adjustment Payment Date with respect to such Purchase Contract shall not be payable. (e) (i) Subject to the limitations described below, the Company may elect to pay any Contract Adjustment Payment (including Compounded Contract Adjustment Payments thereon or any portion of any Contract Adjustment Payment), whether or not for a current Contract Adjustment Payment Date or in respect of any prior Contract Adjustment Payment Date, as determined in its sole discretion: (A) in cash; (B) by delivery of shares of Common Stock; or (C) through any combination of cash and shares of Common Stock. (ii) Each Contract Adjustment Payment shall be made in cash, except to the extent the Company timely elects, or has previously elected as set forth below, to make all or any portion of such Contract Adjustment Payment in shares of Common Stock. To the extent the Company does not elect to defer such Contract Adjustment Payment, unless the Company has previously elected a Contract Adjustment Payment Method, the Company shall give notice to Holders of any election with respect to any particular Contract Adjustment Payment and the portion of such Contract Adjustment Payment that will be made in cash and the portion that will be made in Common Stock no later than eight Scheduled Trading Days prior to the Payment Date for such Contract Adjustment Payment. (iii) Any shares of Common Stock issued in payment or partial payment of a Contract Adjustment Payment shall be valued for such purpose at the applicable Five-Day Average Price, multiplied by 97%. (iv) Without the consent of any holders of Purchase Contracts, the Company may, by notice to such holders through the Purchase Contract Agent, irrevocably elect whether it will pay Contract Adjustment Payments in cash, shares of Common Stock or a combination thereof (a “Contract Adjustment Payment Method”) and, if applicable, the amount or percentage of a Contract Adjustment Payment to be paid in Common Stock, to apply to any Contract Adjustment Payment following such notice (unless a Contract Adjustment Payment Method has previously been designated) and, subject to the foregoing, specify the effective time of such election (which may be any time subsequent to the delivery of such notice). The Company’s irrevocable election of a Contract Adjustment Payment Method as described herein may be made by the Company in its sole discretion. (v) No fractional shares of Common Stock shall be delivered by the Company to Holders in payment or partial payment of a Contract Adjustment Payment. A cash adjustment shall be paid by the Company to each Holder that would otherwise be entitled to receive a fraction of a share of Common Stock based on (x) the Five- Day Average Price and (y) the aggregate number of Units held by such Holder (or if the Units are held in global book-entry form, based on the applicable procedures of the Depositary for determining such number of Units). (vi) To the extent that the Company, in its reasonable judgment, determines that a Registration Statement is required in connection with the issuance of, or for resales of, Common Stock issued as a Contract Adjustment Payment, including Contract Adjustment Payments paid in connection with a Fundamental Change Early Settlement, the Company shall, to the extent such a Registration Statement is not currently filed and effective, use its commercially reasonable efforts to file and maintain the effectiveness of such a Registration Statement until the earlier of such time as all such shares of Common Stock have been resold thereunder and such time as all such shares are freely tradable by non-Affiliates of the Company without registration. To the extent applicable, the Company shall also use its commercially reasonable efforts to have such shares of Common Stock qualified or registered under applicable state securities laws, if required, and approved for listing on the NYSE (or if the Common Stock is not then listed on the NYSE, on the principal other U.S. national or regional securities exchange on which the Common Stock is then listed). (f) The Contract Adjustment Payments are unsecured and will rank subordinate and junior in right of payment to all of the Company’s existing and future Indebtedness.

Contract Adjustment Payments. (a) Subject to Section 5.09(d)the provisions of this ‎Section 5.11 and ‎Section 5.12, the Company shall pay, on each Contract Adjustment Payment Date, the Contract Adjustment Payments payable in respect of each Purchase Contract for the period from and including the immediately preceding Contract Adjustment Payment Date on which Contract Adjustment Payments were paid (or if none, April 19, 2021) to but excluding such Contract Adjustment Payment Date to the Person in whose name a the relevant Certificate is registered at the close of business on the Record Date relating to such Contract Adjustment Payment Date. The Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent or its agent, which agent shall maintain an office in the Borough of Manhattan, The City of New York for that purpose; provided that, subject to any applicable laws and regulations, as long as the Units are in global form, the Contract Adjustment Payments shall be payable in cash, by delivery accordance with Applicable Procedures of shares of Common Stock or through any combination of cash and shares of Common Stock, as set forth in Section 5.09(e)(i). Contract Adjustment Payments on Global Certificates payable in cash shall be made by wire transfer of immediately available funds to the Depositary on or prior to 10:00 a.m., New York City time, on the relevant Contract Adjustment Payment DateDepository. If the book-entry system for the Units has been terminated, the Contract Adjustment Payments payable in cash shall will be payable at the designated corporate trust office of the Purchase Contract Agent in the contiguous United States maintained for that purpose on or prior to 10:00 a.m., New York City time, on the relevant Contract Adjustment Payment Date or, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register as of the Record DateRegister, or by wire transfer to the account designated by or, if such Person by a prior written notice so requests and designates an account in writing to the Purchase Contract Agent, given Agent at least ten calendar days five Business Days prior to the Contract Adjustment Payment Date, by wire transfer to such account. If any date on which Contract Adjustment Payments are to be made is not a Business Day, then payment of the Contract Adjustment Payments payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or payment in respect of any such delay). Contract Adjustment Payments payable for any period will be computed (x) for any full quarterly period on the basis of a 360-day year of twelve 30-day months and (y) for any period shorter than a full quarterly period, on the basis of a 30-day month and, for any period less than a month, on the basis of the actual number of days elapsed in a 30-day monthmonths. The Contract Adjustment Payments will accrue from April 19the date of this Agreement. For the avoidance of doubt, 2021. (b) Upon the occurrence of a Termination Event, subject to the Company’s obligation right to pay future defer Contract Adjustment Payments and any deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall cease. (c) Each Certificate delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of (including as a result of a Collateral Substitution or the recreation of Corporate Units) any other Certificate shall carry the right pursuant to accrued and unpaid Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon)‎Section 5.12, which right was carried by the Purchase Contracts underlying such other Certificates. (d) In the case of any Unit with respect to which Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract (if applicable) is effected each Holder on a date that is after any Record Date and on or prior shall be entitled to receive the open of business full Contract Adjustment Payment due on the related Contract Adjustment Payment Date, Date regardless of whether such Holder elects to settle the relevant Purchase Contract Adjustment Payments and deferred Contract Adjustment Payments early (including Compounded Contract Adjustment Payments thereonwhether pursuant to ‎Section 5.05(b)(ii) otherwise payable on such Contract Adjustment Payment Date shall be payable on such Contract Adjustment Payment Date notwithstanding such Early Settlement or Fundamental Change Early Settlement, and such Contract Adjustment Payments and deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon‎Section 5.08) shall be paid to the Person in whose name the Certificate evidencing such Unit is registered at the close of business on following such Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Unit with respect to which Early Settlement of the underlying Purchase Contract is effected, Contract Adjustment Payments that would otherwise have accrued after the most recent Contract Adjustment Payment Date with respect to such Purchase Contract shall not be payable. (e) (i) Subject to the limitations described below, the Company may pay any Contract Adjustment Payment (including Compounded Contract Adjustment Payments thereon or any portion of any Contract Adjustment Payment), whether or not for a current Contract Adjustment Payment Date or in respect of any prior Contract Adjustment Payment Date, as determined in its sole discretion: (A) in cash; (B) by delivery of shares of Common Stock; or (C) through any combination of cash and shares of Common Stock.

Contract Adjustment Payments. (a) Subject to Section 5.09(d5.10(d), the Company shall pay, on each Contract Adjustment Payment Date, the Contract Adjustment Payments payable in respect of each Purchase Contract for the period from and including the immediately preceding Contract Adjustment Payment Date on which Contract Adjustment Payments were paid (or if none, April 19, 2021) to but excluding such Contract Adjustment Payment Date to the Person in whose name a Certificate is registered at the close of business on the Record Date relating to such Contract Adjustment Payment Date. The Contract Adjustment Payments shall will be payable at the office of the Purchase Contract Agent in cash, by delivery the Borough of shares of Common Stock or through any combination of cash and shares of Common Stock, as set forth in Section 5.09(e)(i). Contract Adjustment Payments on Global Certificates payable in cash shall be made by wire transfer of immediately available funds to the Depositary on or prior to 10:00 a.m.Manhattan, New York City time, on the relevant Contract Adjustment Payment Datemaintained for that purpose. If the book-entry system for the Units has been terminated, the Contract Adjustment Payments payable in cash shall will be payable at the designated corporate trust office of the Purchase Contract Agent in the contiguous United States maintained for that purpose on or prior to 10:00 a.m., New York City time, on the relevant Contract Adjustment Payment Date orpayable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person’s 's address as it appears on the Security Register as of the Record DateRegister, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent. If any date on which Contract Adjustment Payments are to be made is not a Business Day, given at least ten calendar days prior to then payment of the Contract Adjustment Payment DatePayments payable on such date will be made on the next succeeding day that is a Business Day (and without any interest in respect of any such delay); provided that if such Business Day is in the next succeeding calendar year, then payment of the Contract Adjustment Payments will be made on the Business Day immediately preceding such Business Day. Contract Adjustment Payments payable for any period will be computed (xi) for any full quarterly period on the basis of a 360-day year of twelve 30-day months and months, (yii) for any period shorter than a full quarterly period, on the basis of a 30-day month and, and (iii) for any period less than a month, on the basis of the actual number of days elapsed in a per 30-day month. The Contract Adjustment Payments will accrue accumulate from April 19December 17, 20212003. (ba) Upon the occurrence of a Termination Event, the Company’s 's obligation to pay future Contract Adjustment Payments (including any accumulated Contract Adjustment Payments and any deferred Deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereonPayments) shall cease. (cb) Each Certificate delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of (including as a result of a Collateral Substitution or the recreation of Corporate Hybrid Capital Units) any other Certificate shall carry the right to accrued accumulated and unpaid Contract Adjustment Payments (including Compounded and Deferred Contract Adjustment Payments thereon)Payments, which right was carried by the Purchase Contracts underlying such other Certificates. (dc) In the case of any Unit with respect to which Early Settlement or Fundamental Change Specified Merger Early Settlement of the underlying Purchase Contract (if applicable) is effected on a date that is after any Record Date and on or prior to the open of business or on the related Contract Adjustment next succeeding Payment Date, Contract Adjustment Payments and deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) otherwise payable on such Contract Adjustment Payment Date shall be payable on such Contract Adjustment Payment Date notwithstanding such Early Settlement or Fundamental Change Specified Merger Early Settlement, and such Contract Adjustment Payments and deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be paid to the Person in whose name the Certificate evidencing such Unit is registered at the close of business on such Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Unit with respect to which Specified Merger Early Settlement of the underlying Purchase Contract is effected, future Contract Adjustment Payments that would otherwise have accrued be payable after the most recent Contract Adjustment Payment Specified Merger Early Settlement Date with respect to such Purchase Contract shall not be payable. (ed) (i) Subject Nothing in this Section 5.10 shall apply to the limitations described belowclaims of, or payments to, the Company may pay any Purchase Contract Adjustment Payment (including Compounded Contract Adjustment Payments thereon Agent under or any portion of any Contract Adjustment Payment), whether or not for a current Contract Adjustment Payment Date or in respect of any prior Contract Adjustment Payment Date, as determined in its sole discretion: (A) in cash; (B) by delivery of shares of Common Stock; or (C) through any combination of cash and shares of Common Stockpursuant to Section 7.07.

Contract Adjustment Payments. (a) Subject to Section 5.09(d), the Company shall pay, on each Contract Adjustment Payment Date, the Contract Adjustment Payments payable in respect of each Purchase Contract for the period from and including the immediately preceding Contract Adjustment Payment Date on which Contract Adjustment Payments were paid (or if none, April 19November 13, 20212019) to but excluding such Contract Adjustment Payment Date to the Person in whose name a Certificate is registered at the close of business on the Record Date relating to such Contract Adjustment Payment Date. Contract Adjustment Payments shall be payable in cash, by delivery of shares of Common Stock or through any combination of cash and shares of Common Stock, as set forth in Section 5.09(e)(i). Contract Adjustment Payments on Global Certificates payable in cash shall be made by wire transfer of immediately available funds to the Depositary on or prior to 10:00 a.m., New York City time, on the relevant Contract Adjustment Payment DateDepositary. If the book-entry system for the Units has been terminated, Contract Adjustment Payments payable in cash shall be payable at the designated corporate trust office or agency of the Purchase Contract Agent in the contiguous United States Borough of Manhattan, City of New York, New York maintained for that purpose on or prior to 10:00 a.m., New York City time, on the relevant Contract Adjustment Payment Date or, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register as of the Record Date, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent, given at least ten calendar days prior to the Contract Adjustment Payment Date. Contract Adjustment Payments payable for any period will be computed (x) for any full quarterly period on the basis of a 360-day year of twelve 30-day months and (y) for any period shorter than a full quarterly period, on the basis of a 30-day month and, for any period less than a month, on the basis of the actual number of days elapsed in a 30-day monthmonths. The Contract Adjustment Payments will accrue from April 19November 13, 20212019. (b) Upon the occurrence of a Termination Event, the Company’s obligation to pay future Contract Adjustment Payments and any deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall cease. (c) Each Certificate delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of (including as a result of a Collateral Substitution or the recreation of Corporate Units) any other Certificate shall carry the right to accrued and unpaid Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon), which right was carried by the Purchase Contracts underlying such other Certificates. (d) In the case of any Unit with respect to which Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract (if applicable) is effected on a date that is after any Record Date and on or prior to the open of business or on the related Contract Adjustment next succeeding Payment Date, Contract Adjustment Payments and deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) otherwise payable on such Contract Adjustment Payment Date shall be payable on such Contract Adjustment Payment Date notwithstanding such Early Settlement or Fundamental Change Early Settlement, and such Contract Adjustment Payments and deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) shall be paid to the Person in whose name the Certificate evidencing such Unit is registered at the close of business on such Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Unit with respect to which Early Settlement of the underlying Purchase Contract is effected, Contract Adjustment Payments that would otherwise have accrued after the most recent Contract Adjustment Payment Date with respect to such Purchase Contract shall not be payable. (e) (i) Subject to the limitations described below, the Company may elect to pay any Contract Adjustment Payment (including Compounded Contract Adjustment Payments thereon or any portion of any Contract Adjustment Payment), whether or not for a current Contract Adjustment Payment Date or in respect of any prior Contract Adjustment Payment Date, as determined in its sole discretion: (A) in cash; (B) by delivery of shares of Common Stock; or (C) through any combination of cash and shares of Common Stock.