Common use of Delivery of Contract Consideration Clause in Contracts

Delivery of Contract Consideration. On the Exchange Date, unless (i) a Reorganization Event shall have occurred prior to the Exchange Date or (ii) if permitted under the Contract, Seller shall have elected the Cash Settlement Alternative pursuant to Section 2.3(d) of the Contract and made the cash payment required by that Section, the Collateral Agent shall deliver to Purchaser from the shares of Class A Common Stock and, if a Spin-Off Distribution has occurred, Marketable Securities then held by it hereunder representing the number of shares of Class A Common Stock and Marketable Securities that were distributed in such Spin-Off Distribution then required to be delivered by Pledgor under the Contract. If a Reorganization Event shall have occurred prior to the Exchange Date, then, (A) if so instructed by Pledgor by the close of business on the Business Day preceding the Exchange Date, the Collateral Agent shall deliver to Purchaser, to the extent Marketable Securities are to be delivered on such date under Section 6.2 of the Contract, the Marketable Securities then held by the Collateral Agent hereunder; and (B) if such Reorganization Event is a Cash Merger, the Collateral Agent shall deliver to Purchaser all cash or other assets then held by the Collateral Agent and required to be delivered under the Contract at the time when such delivery is required to be made under the Contract. Upon such delivery, Purchaser shall hold such shares of Class A Common Stock or Marketable Securities, cash or other property, as the case may be, absolutely and free from any claim or right whatsoever.

Delivery of Contract Consideration. On the Exchange Date, unless (i) a Reorganization Event shall have occurred prior to the Exchange Date or (ii) if permitted under the Contract, Seller shall have elected the Cash Settlement Alternative pursuant to Section 2.3(d) of the Contract and made the cash payment required by that Section, the Collateral Agent shall deliver to Purchaser from the shares of Class A Common Stock and, if a Spin-Off Distribution has occurred, Marketable Securities then held by it hereunder representing the number of shares of Class A Common Stock and Marketable Securities that were distributed in such Spin-Off Distribution then required to be delivered by Pledgor under the Contract. If a Reorganization Event shall have occurred prior to the Exchange Date, then, (A) if so instructed by Pledgor by the close of business on the Business Day preceding the Exchange Date, the Collateral Agent shall deliver to Purchaser, to the extent Marketable Securities are to be delivered on such date under Section 6.2 of the Contract, the Marketable Securities then held by the Collateral Agent hereunder; and (B) if such Reorganization Event is a Cash Merger, the Collateral Agent shall deliver to Purchaser all cash or other assets then held by the Collateral Agent and required to be delivered under the Contract at the time when such delivery is required to be made under the Contract. Upon such delivery, Purchaser shall hold such shares of Class A Common Stock or Marketable Securities, cash or other property, as the case may be, absolutely and free from any claim or right whatsoever.

Delivery of Contract Consideration. On the Exchange Date, unless (i) a Reorganization Event shall have occurred prior to the Exchange Date or (ii) if permitted under the Contract, Seller Pledgor shall have elected the Cash Settlement Alternative pursuant to Section 2.3(d) of the Contract and made the cash payment required by that Section, the Collateral Agent shall deliver to Purchaser from the shares of Class A Common Stock and, if a Spin-Off Distribution has occurred, Marketable Securities then held by it hereunder representing the number of shares of Class A Common Stock and Marketable Securities that were distributed in such Spin-Off Distribution then required to be delivered by Pledgor under the Contract. If a Reorganization Event shall have occurred prior to the Exchange Date, then, then (A) if so instructed by Pledgor by the close of business on the Business Day preceding the Exchange Date, the Collateral Agent shall deliver to Purchaser, to the extent Marketable Securities are to be delivered on such date under Section 6.2 of the Contract, the Marketable Securities then held by the Collateral Agent hereunder; and (B) if such Reorganization Event is a Cash Merger, the Collateral Agent shall deliver to Purchaser all cash or other assets then held by the Collateral Agent and required to be delivered under the Contract at the time when such delivery is required to be made under the Contract. Upon such delivery, Purchaser shall hold such shares of Class A Common Stock or Marketable Securities, cash or other property, as the case may be, absolutely and free from any claim or right whatsoever.

Delivery of Contract Consideration. On the Exchange Date, unless (i) a Reorganization Event shall have occurred prior to the Exchange Date or (ii) if permitted under the Contract, Seller shall have elected the Cash Settlement Alternative pursuant to Section 2.3(d) of the Contract and made the cash payment required by that Section, the Collateral Agent shall deliver to Purchaser from the shares of Class A Common Stock and, if a Spin-Off Distribution has occurred, Marketable Securities then held by it hereunder representing the number of shares of Class A Common Stock and Marketable Securities that were distributed in such Spin-Off Distribution then required to be delivered by Pledgor under the Contract. If a Reorganization Event shall have occurred prior to the Exchange Date, then, (A) if so instructed by Pledgor by the close of business on the Business Day preceding the Exchange Date, the Collateral Agent shall deliver to Purchaser, to the extent Marketable Securities are to be delivered on such date under Section 6.2 of the Contract, the Marketable Securities then held by the Collateral Agent hereunder; and (B) if such Reorganization Event is a Cash Merger, the Collateral Agent shall deliver to Purchaser all cash or other assets then held by the Collateral Agent and required to be delivered under the Contract at the time when such delivery is required to be made under the Contract. Upon such delivery, Purchaser shall hold such shares of Class A Common Stock or Marketable Securities, cash or other property, as the case may be, absolutely and free from any claim or right whatsoever. If directed by the Trust upon Seller’s transfer of Securities to the Trust, free and clear of any Liens and Transfer Restrictions, for cancellation, pursuant to Section 2.3(e) of the Contract, the Collateral Agent shall release to the Pledgor the Collateral associated with the cancelled Securities and thereafter the Maximum Deliverable Number hereunder shall be adjusted accordingly.

Delivery of Contract Consideration. On the Exchange Date, unless (i) a Reorganization Event shall have occurred prior to the Exchange Date or (ii) if permitted under the Contract, Seller shall have elected the Cash Settlement Alternative pursuant to Section 2.3(d) of the Contract and made the cash payment required by that Section, the Collateral Agent shall deliver to Purchaser from the shares of Class A Common Stock and, if a Spin-Off Distribution has occurred, Marketable Securities then held by it hereunder representing the number of shares of Class A Common Stock and shares of Marketable Securities that were distributed in such Spin-Off Distribution then required to be delivered by Pledgor under the Contract. If a Reorganization Event shall have occurred prior to the Exchange Date, then, (A) if so instructed by Pledgor by the close of business on the Business Day preceding the Exchange Date, the Collateral Agent shall deliver to Purchaser, to the extent Marketable Securities are to be delivered on such date under Section 6.2 of the Contract, the Marketable Securities then held by the Collateral Agent hereunder; and (B) if such Reorganization Event is a Cash Merger, the Collateral Agent shall deliver to Purchaser all cash or other assets then held by the Collateral Agent and required to be delivered under the Contract at the time when such delivery is required to be made under the Contract. Upon such delivery, Purchaser shall hold such shares of Class A Common Stock or Stock, shares of Marketable Securities, cash or other property, as the case may be, absolutely and free from any claim or right whatsoever.