Common use of Delivery of Contract Shares Clause in Contracts

Delivery of Contract Shares. (i) Except as otherwise provided in this Agreement, Counterparty agrees to deliver the Contract Shares to the Trust on the Exchange Date. Counterparty shall be deemed to have instructed the Collateral Agent to deliver to the Custodian, for the account of the Trust, shares of Common Stock then held by the Collateral Agent as collateral under the Collateral Agreement, in an amount equal to the number of Contract Shares, rounded down to the nearest whole number. Instead of any fractional shares of Common Stock that would otherwise be deliverable (prior to rounding) to the Trust at the Exchange Date, Counterparty agrees to make a cash payment in respect of such fractional shares of Common Stock in an amount equal to the value thereof at the Exchange Price. Notwithstanding the foregoing, if an Adjustment Event shall have occurred prior to the Exchange Date then, in lieu of the foregoing, Counterparty shall be deemed to have instructed: (A) in the case of any cash required to be delivered on the Exchange Date as provided in Section 6.2, the Collateral Agent to deliver such cash by wire transfer Federal (immediately available same-day) funds to an account designated by the Trust; and (B) in the case of any Reported Securities required to be delivered by Counterparty in lieu of cash as provided in Section 6.2, the Collateral Agent to deliver to the Custodian, for the account of the Trust, a specified number of Reported Securities then held as collateral under the Collateral Agreement, as provided in Section 6(g) of the Collateral Agreement. (ii) In the event that by the Exchange Date any substitute collateral delivered to the Collateral Agent pursuant to Section 6(b) of the Collateral Agreement has not been replaced by shares of Common Stock (and/or, after an Adjustment Event, cash or Reported Securities) sufficient to meet Counterparty's obligations hereunder, delivery shall be effected by delivery by the Collateral Agent to the Custodian, for the account of the Trust, of the market value of the shares of Common Stock required to be delivered hereunder, in the form of any shares of Common Stock then pledged by Counterparty plus cash generated from the liquidation of U.S. Government obligations then pledged by Counterparty (and/or, after an Adjustment Event, the market value of the alternative consideration required to be delivered hereunder, in the form of any Reported Securities then pledged, plus any cash then pledged, plus cash generated from the liquidation of U.S. Government obligations then pledged). In such event, Counterparty shall be deemed to have instructed the Collateral Agent to liquidate and turn into cash the U.S. Government obligations then pledged by Counterparty to the extent necessary to satisfy Counterparty's obligations hereunder. (iii) Certificates representing Common Stock (or Reported Securities) in registered form that are part of the Contract Shares shall be registered in the Trust's name or in the name of a depositary or a nominee of a depositary as requested by the Trust, unless such Common Stock (and/or Reported Securities) is represented by one or more global certificates registered in the name of a depositary or a nominee of a depositary or are book entry securities, in which event the Trust's interest in such securities shall be noted in a manner satisfactory to the Trust and its counsel. (iv) Counterparty's right to deliver (or cause to be delivered) to the Trust hereunder Common Stock and Reported Securities shall be conditioned upon such Common Stock and Reported Securities to be so delivered being transferable (i) by Counterparty to the Trust in accordance with the provisions hereof and in accordance with the terms of any agreement among shareholders applicable to such Common Stock or Reported Securities, and (ii) by the Trust, following receipt from Counterparty, without any restrictions not generally applicable to all holders of such Common Stock or Reported Securities, as the case may be. If the conditions set forth in the preceding sentence shall not be satisfied with respect to any Common Stock or Reported Securities to be delivered by Counterparty, then, notwithstanding the provisions hereof, Counterparty shall exercise the Cash Delivery Option.

Delivery of Contract Shares. (i) Except as otherwise provided in this Agreement, Counterparty Seller agrees to deliver the Contract Shares to the Trust Purchaser on the Exchange Date. Counterparty Seller shall be deemed to have instructed the Collateral Agent to deliver to the Custodian, for the account of the TrustPurchaser, shares of Common Stock then held by the Collateral Agent as collateral under the Collateral Agreement, in an amount equal to the number of Contract Shares, rounded down to the nearest whole number. Instead of any fractional shares of Common Stock that would otherwise be deliverable (prior to rounding) to the Trust Purchaser at the Exchange Date, Counterparty Seller agrees to make a cash payment in respect of such fractional shares of Common Stock in an amount equal to the value thereof at the Exchange Price. Notwithstanding the foregoing, if an Adjustment Event shall have occurred prior to the Exchange Date then, in lieu of the foregoing, Counterparty Seller shall be deemed to have instructed: (A) in the case of any cash required to be delivered on the Exchange Date as provided in Section 6.2, the Collateral Agent to deliver such cash by wire transfer Federal (immediately available same-day) funds to an account designated by the TrustPurchaser; and (B) in the case of any Reported Securities required to be delivered by Counterparty Seller in lieu of cash as provided in Section 6.2, the Collateral Agent to deliver to the Custodian, for the account of the TrustPurchaser, a specified number of Reported Securities then held as collateral under the Collateral Agreement, as provided in Section 6(g) of the Collateral Agreement. (ii) [In the event that by the Exchange Date any substitute collateral delivered to the Collateral Agent pursuant to Section 6(b) of the Collateral Agreement has not been replaced by shares of Common Stock (and/or, after an Adjustment Event, cash or Reported Securities) sufficient to meet CounterpartySeller's obligations hereunder, delivery shall be effected by delivery by the Collateral Agent to the Custodian, for the account of the TrustPurchaser, of the market value of the shares of Common Stock required to be delivered hereunder, in the form of any shares of Common Stock then pledged by Counterparty Seller plus cash generated from the liquidation of U.S. Government obligations then pledged by Counterparty Seller (and/or, after an Adjustment Event, the market value of the alternative consideration required to be delivered hereunder, in the form of any Reported Securities then pledged, plus any cash then pledged, plus cash generated from the liquidation of U.S. Government obligations then pledged). In such event, Counterparty Seller shall be deemed to have instructed the Collateral Agent to liquidate and turn into cash the U.S. Government obligations then pledged by Counterparty Seller to the extent necessary to satisfy CounterpartySeller's obligations hereunder.] (iii) Certificates representing Common Stock (or Reported Securities) in registered form that are part of the Contract Shares shall be registered in the TrustPurchaser's name or in the name of a depositary or a nominee of a depositary as requested by the TrustPurchaser, unless such Common Stock (and/or Reported Securities) is represented by one or more global certificates registered in the name of a depositary or a nominee of a depositary or are book entry securities, in which event the TrustPurchaser's interest in such securities shall be noted in a manner satisfactory to the Trust Purchaser and its counsel. (iv) CounterpartySeller's right to deliver (or cause to be delivered) to the Trust Purchaser hereunder Common Stock and Reported Securities shall be conditioned upon such Common Stock and Reported Securities to be so delivered being transferable (i) by Counterparty Seller to the Trust Purchaser in accordance with the provisions hereof and in accordance with the terms of any agreement among shareholders applicable to such Common Stock or Reported Securities, and (ii) by the TrustPurchaser, following receipt from CounterpartySeller, without any restrictions not generally applicable to all holders of such Common Stock or Reported Securities, as the case may be. If the conditions set forth in the preceding sentence shall not be satisfied with respect to any Common Stock or Reported Securities to be delivered by CounterpartySeller, then, notwithstanding the provisions hereof, Counterparty Seller shall exercise the Cash Delivery Option.

Delivery of Contract Shares. (i) Except as otherwise provided in this Agreement, Counterparty Seller agrees to deliver the Contract Shares to the Trust Purchaser on the Exchange Date. Counterparty Seller shall be deemed to have instructed the Collateral Agent to deliver to the Custodian, for the account of the TrustPurchaser, shares of Common Stock then held by the Collateral Agent as collateral under the Collateral Agreement, in an amount equal to the number of Contract Shares, rounded down to the nearest whole number. Instead of any fractional shares of Common Stock that would otherwise be deliverable (prior to rounding) to the Trust Purchaser at the Exchange Date, Counterparty Seller agrees to make a cash payment in respect of such fractional shares of Common Stock in an amount equal to the value thereof at the Exchange Price. Notwithstanding the foregoing, if an Adjustment Event shall have occurred prior to the Exchange Date then, in lieu of the foregoing, Counterparty Seller shall be deemed to have instructed: (A) in the case of any cash required to be delivered on the Exchange Date as provided in Section 6.2, the Collateral Agent to deliver such cash by wire transfer Federal (immediately available same-dayavailable) funds to an account designated by the TrustPurchaser; and (B) in the case of any Reported Securities required to be delivered by Counterparty Seller in lieu of cash as provided in Section 6.2, the Collateral Agent to deliver to the Custodian, for the account of the TrustPurchaser, a specified number of Reported Securities then held as collateral under the Collateral Agreement, as provided in Section 6(g) of the Collateral Agreement. (ii) In the event that by the Exchange Date any substitute collateral delivered to the Collateral Agent pursuant to Section 6(b) of the Collateral Agreement has not been replaced by shares of Common Stock (and/or, after an Adjustment Event, cash or Reported Securities) sufficient to meet CounterpartySeller's obligations hereunder, delivery shall be effected by delivery by the Collateral Agent to the Custodian, for the account of the TrustPurchaser, of the market value of the shares of Common Stock required to be delivered 8 9 hereunder, in the form of any shares of Common Stock then pledged by Counterparty Seller plus cash generated from the liquidation of U.S. Government obligations then pledged by Counterparty Seller (and/or, after an Adjustment Event, the market value of the alternative consideration required to be delivered hereunder, in the form of any Reported Securities then pledged, plus any cash then pledged, plus cash generated from the liquidation of U.S. Government obligations then pledged). In such event, Counterparty Seller shall be deemed to have instructed the Collateral Agent to liquidate and turn into cash the U.S. Government obligations then pledged by Counterparty Seller to the extent necessary to satisfy CounterpartySeller's obligations hereunder. (iii) Certificates representing Common Stock (or Reported Securities) in registered form that are part of the Contract Shares shall be registered in the TrustPurchaser's name or in the name of a depositary or a nominee of a depositary as requested by the TrustPurchaser, unless such Common Stock (and/or Reported Securities) is represented by one or more global certificates registered in the name of a depositary or a nominee of a depositary or are book entry securities, in which event the TrustPurchaser's interest in such securities shall be noted in a manner satisfactory to the Trust Purchaser and its counsel. (iv) CounterpartySeller's right to deliver (or cause to be delivered) to the Trust Purchaser hereunder Common Stock and Reported Securities shall be conditioned upon such Common Stock and Reported Securities to be so delivered being transferable (i) by Counterparty to the Trust in accordance with the provisions hereof and in accordance with the terms of any agreement among shareholders applicable to such Common Stock or Reported Securities, and (ii) by the TrustPurchaser, following receipt from CounterpartySeller, without any restrictions not generally applicable to all holders of such Common Stock or Reported Securities, as the case may be. If the conditions condition set forth in the preceding sentence shall not be satisfied with respect to any Common Stock or Reported Securities to be delivered by CounterpartySeller, then, notwithstanding the provisions hereof, Counterparty Seller shall exercise the Cash Delivery Option.

Delivery of Contract Shares. (i) Except as otherwise provided in this AgreementOn the Exchange Date, Counterparty Seller agrees to deliver the Contract Shares to the Trust on the Exchange DatePurchaser. Counterparty Seller shall be deemed to have instructed the Collateral Agent to deliver to the Custodian, for the account of the TrustPurchaser, shares of Common Stock then held by the Collateral Agent as collateral under the Collateral Agreement, in an amount equal to the number of Contract Shares, rounded down to the nearest whole number. Instead of any fractional shares of Common Stock that would otherwise be deliverable (prior to rounding) to the Trust Purchaser at the Exchange Date, Counterparty Seller agrees to make a cash payment in respect of such fractional shares of Common Stock in an amount equal to the value thereof at the Exchange Price. Notwithstanding the foregoing, if an Adjustment Event shall have occurred prior to the Exchange Date then, in lieu of the foregoing, Counterparty Seller shall be deemed to have instructed: (A) in the case of any cash required to be delivered on the Exchange Date as provided in Section 6.2, the Collateral Agent to deliver such cash by wire transfer Federal (immediately available same-dayavailable) funds to an account designated by the TrustPurchaser; and (B) in the case of any Reported Securities required to be delivered by Counterparty Seller in lieu of cash as provided in Section 6.2, the Collateral Agent to deliver to the Custodian, for the account of the TrustPurchaser, a specified number of Reported Securities then held as collateral under the Collateral Agreement, as provided in Section 6(g) of the Collateral Agreement. (ii) In the event that by the Exchange Date any substitute collateral delivered to the Collateral Agent pursuant to Section 6(b) of the Collateral Agreement has not been replaced by shares of Common Stock (and/oror, after an Adjustment Event, cash or Reported Securities) sufficient to meet CounterpartySeller's obligations hereunder, delivery shall be effected by delivery by the Collateral Agent to the Custodian, for the account of the TrustPurchaser, of the market value of the shares of Common Stock required to be delivered hereunder, in the form of any shares of Common Stock then pledged by Counterparty Seller plus cash generated from the liquidation of U.S. Government obligations then pledged by Counterparty Seller (and/oror, after an Adjustment Event, the market value of the alternative consideration required to be delivered hereunder, in the form of any Reported Securities then pledged, plus any cash then pledged, plus cash generated from the liquidation of U.S. Government obligations then pledged). In such event, Counterparty Seller shall be deemed to have instructed the Collateral Agent to liquidate and turn into cash the U.S. Government obligations then pledged by Counterparty Seller to the extent necessary to satisfy CounterpartySeller's obligations hereunder. (iii) Certificates representing Common Stock (or Reported Securities) in registered form that are part of the Contract Shares shall be registered in the TrustPurchaser's name or in the name of a depositary or a nominee of a depositary as requested by the TrustPurchaser, unless such Common Stock (and/or or Reported Securities) is represented by one or more global certificates registered in the name of a depositary or a nominee of a depositary or are book entry securities, in which event the TrustPurchaser's interest in such securities shall be noted in a manner satisfactory to the Trust Purchaser and its counsel. (iv) CounterpartySeller's right to deliver (or cause to be delivered) to the Trust Purchaser hereunder Common Stock and Reported Securities shall be conditioned upon such Common Stock and Reported Securities to be so delivered being transferable (i) by Counterparty to the Trust in accordance with the provisions hereof and in accordance with the terms of any agreement among shareholders applicable to such Common Stock or Reported Securities, and (ii) by the TrustPurchaser, following receipt from CounterpartySeller, without any restrictions not generally applicable to all holders of such Common Stock or Reported Securities, as the case may be. If the conditions condition set forth in the preceding sentence shall not be satisfied with respect to any Common Stock or Reported Securities to be delivered by CounterpartySeller, then, notwithstanding the provisions hereof, Counterparty Seller shall exercise the Cash Delivery Option.

Delivery of Contract Shares. (i) Except as otherwise provided in this AgreementOn the Sale Date, Counterparty agrees to Seller will deliver the Contract Shares to the Trust on the Exchange DatePurchaser. Counterparty Seller shall be deemed to have instructed the Collateral Agent to deliver to the Custodian, for the account of the TrustPurchaser, shares of Common Stock Subordinate Voting Shares then held by the Collateral Agent as collateral under the Collateral AgreementAgreement [(with any Multiple Voting Shares held by any agent of the Collateral Agent being first converted on or immediately prior to the Sale Date into Subordinate Voting Shares and delivered to the Collateral Agent at such time)], in an amount equal to the number of Contract Shares, rounded down to the nearest whole number. Instead of any fractional shares of Common Stock Subordinate Voting Shares that would otherwise be deliverable (prior to rounding) to the Trust Purchaser at the Exchange Sale Date, Counterparty Seller agrees to make a cash payment in respect of such fractional shares of Common Stock Subordinate Voting Shares in an amount equal to the value thereof at the Exchange Price. Notwithstanding the foregoing, if an Adjustment Event shall have occurred prior to the Exchange Sale Date then, in lieu of the foregoing, Counterparty Seller shall be deemed to have instructed: (A) in the case of any cash required to be delivered on the Exchange Sale Date as provided in Section 6.2, the Collateral Agent to deliver such cash by wire transfer Federal (immediately available same-dayavailable) funds to an account designated by the TrustPurchaser; and (B) in the case of any Reported Securities required to be delivered by Counterparty Seller in lieu of cash as provided in Section 6.2, the Collateral Agent to deliver to the Custodian, for the account of the TrustPurchaser, a specified number of Reported Securities then held as collateral under the Collateral Agreement, as provided in Section 6(g) of the Collateral Agreement. (ii) In the event that by the Exchange Sale Date any substitute collateral delivered to the Collateral Agent pursuant to Section 6(b) of the Collateral Agreement has not been replaced by shares of Common Stock Subordinate Voting Shares (and/or, after an Adjustment Event, cash or Reported Securities) sufficient to meet CounterpartySeller's obligations hereunder, delivery shall be effected by delivery by the Collateral Agent to the Custodian, for the account of the TrustPurchaser, of the market value of the shares of Common Stock Subordinate Voting Shares required to be delivered hereunder, in the form of any shares of Common Stock Voting Shares then pledged by Counterparty Seller [(with any Multiple Voting Shares pledged by Seller first being converted into Subordinate Voting Shares)] plus cash generated from the liquidation of U.S. Government obligations then pledged by Counterparty Seller (and/oror, after an Adjustment Event, the market value of the alternative consideration required to be delivered hereunder, in the form of any Reported Securities then pledged, plus any cash then pledged, plus cash generated from the liquidation of U.S. Government obligations then pledged). In such event, Counterparty Seller shall be deemed to have instructed the Collateral Agent to liquidate and turn into cash the U.S. Government obligations then pledged by Counterparty Seller to the extent necessary to satisfy CounterpartySeller's obligations hereunder. (iii) Certificates representing Common Stock [Subordinate Voting Shares] [Voting Shares ](or Reported Securities) in registered form that are part of the Contract Shares shall be registered in the TrustPurchaser's name or in the name of a depositary or a nominee of a depositary as requested by the TrustPurchaser, unless such Common Stock [Subordinate Voting Shares] [Voting Shares] (and/or Reported Securities) is are represented by one or more global certificates registered in the name of a depositary or a nominee of a depositary or are book entry securities, in which event the TrustPurchaser's interest in such securities shall be noted in a manner satisfactory to the Trust Purchaser and its counsel. (iv) CounterpartySeller's right to deliver (or cause to be delivered) to the Trust Purchaser hereunder Common Stock Subordinate Voting Shares and Reported Securities shall be conditioned upon such Common Stock Subordinate Voting Shares and Reported Securities to be so delivered being transferable (i) by Counterparty to the Trust in accordance with the provisions hereof and in accordance with the terms of any agreement among shareholders applicable to such Common Stock or Reported Securities, and (ii) by the TrustPurchaser, following receipt from CounterpartySeller, without any restrictions not generally applicable to all holders of such Common Stock Subordinate Voting Shares or Reported Securities, as the case may be. If the conditions condition set forth in the preceding sentence shall not be satisfied with respect to any Common Stock Subordinate Voting Shares or Reported Securities to be delivered by CounterpartySeller, then, notwithstanding the provisions hereof, Counterparty Seller shall exercise the Cash Delivery Option.

Delivery of Contract Shares. (i) Except as otherwise provided in this Agreement, Counterparty Seller agrees to deliver the Contract Shares to the Trust Purchaser on the Exchange Date. Counterparty Seller shall be deemed to have instructed the Collateral Agent to deliver to the Custodian, for the account of the TrustPurchaser, shares of Common Stock then held by the Collateral Agent as collateral under the Collateral Agreement, in an amount equal to the number of Contract Shares, rounded down to the nearest whole number. Instead of any fractional shares of Common Stock that would otherwise be deliverable (prior to rounding) to the Trust Purchaser at the Exchange Date, Counterparty Seller agrees to make a cash payment in respect of such fractional shares of Common Stock in an amount equal to the value thereof at the Exchange Price. Notwithstanding the foregoing, if an Adjustment Event shall have occurred prior to the Exchange Date then, in lieu of the foregoing, Counterparty Seller shall be deemed to have instructed: (A) in the case of any cash required to be delivered on the Exchange Date as provided in Section 6.2, the Collateral Agent to deliver such cash by wire transfer Federal (immediately available same-day) funds to an account designated by the TrustPurchaser; and (B) in the case of any Reported Securities required to be delivered by Counterparty Seller in lieu of cash as provided in Section 6.2, the Collateral Agent to deliver to the Custodian, for the account of the TrustPurchaser, a specified number of Reported Securities then held as collateral under the Collateral Agreement, as provided in Section 6(g) of the Collateral Agreement. (ii) In the event that by the Exchange Date any substitute collateral delivered to the Collateral Agent pursuant to Section 6(b) of the Collateral Agreement has not been replaced by shares of Common Stock (and/or, after an Adjustment Event, cash or Reported Securities) sufficient to meet CounterpartySeller's obligations hereunder, delivery shall be effected by delivery by the Collateral Agent to the Custodian, for the account of the TrustPurchaser, of the market value of the shares of Common Stock required to be delivered hereunder, in the form of any shares of Common Stock then pledged by Counterparty Seller plus cash generated from the liquidation of U.S. Government obligations then pledged by Counterparty Seller (and/or, after an Adjustment Event, the market value of the alternative consideration required to be delivered hereunder, in the form of any Reported Securities then pledged, plus any cash then pledged, plus cash generated from the liquidation of U.S. Government obligations then pledged). In such event, Counterparty Seller shall be deemed to have instructed the Collateral Agent to liquidate and turn into cash the U.S. Government obligations then pledged by Counterparty Seller to the extent necessary to satisfy CounterpartySeller's obligations hereunder. (iii) Certificates representing Common Stock (or Reported Securities) in registered form that are part of the Contract Shares shall be registered in the TrustPurchaser's name or in the name of a depositary or a nominee of a depositary as requested by the TrustPurchaser, unless such Common Stock (and/or Reported Securities) is represented by one or more global certificates registered in the name of a depositary or a nominee of a depositary or are book entry securities, in which event the TrustPurchaser's interest in such securities shall be noted in a manner satisfactory to the Trust Purchaser and its counsel. (iv) CounterpartySeller's right to deliver (or cause to be delivered) to the Trust Purchaser hereunder Common Stock and Reported Securities shall be conditioned upon such Common Stock and Reported Securities to be so delivered being transferable (i) by Counterparty Seller to the Trust Purchaser in accordance with the provisions hereof and in accordance with the terms of any agreement among shareholders applicable to such Common Stock or Reported Securities, and (ii) by the TrustPurchaser, following receipt from CounterpartySeller, without any restrictions not generally applicable to all holders of such Common Stock or Reported Securities, as the case may be. If the conditions set forth in the preceding sentence shall not be satisfied with respect to any Common Stock or Reported Securities to be delivered by CounterpartySeller, then, notwithstanding the provisions hereof, Counterparty Seller shall exercise the Cash Delivery Option.

Delivery of Contract Shares. (i) Except as otherwise provided in this Agreement, Counterparty agrees to Seller will deliver the Contract Shares to the Trust Purchaser on the Exchange Date. Counterparty Seller shall be deemed to have instructed the Collateral Agent to deliver to the Custodian, for the account of the TrustPurchaser, shares of Common Stock then held by the Collateral Agent as collateral under the Collateral Agreement, in an amount equal to the number of Contract Shares, rounded down to the nearest whole number. Instead of any fractional shares of Common Stock that would otherwise be deliverable (prior to rounding) to the Trust Purchaser at the Exchange Date, Counterparty Seller agrees to make a cash payment in respect of such fractional shares of Common Stock in an amount equal to the value thereof at the Exchange Price. Notwithstanding the foregoing, if an Adjustment Event shall have occurred prior to the Exchange Date then, in lieu of the foregoing, Counterparty Seller shall be deemed to have instructed: (A) in the case of any cash required to be delivered on the Exchange Date as provided in Section 6.2, the Collateral Agent to deliver such cash by wire transfer Federal (immediately available same-dayavailable) funds to an account designated by the TrustPurchaser; and (B) in the case of any Reported Securities required to be delivered by Counterparty Seller in lieu of cash as provided in Section 6.2, the Collateral Agent to deliver to the Custodian, for the account of the TrustPurchaser, a specified number of Reported Securities then held as collateral under the Collateral Agreement, as provided in Section 6(g) of the Collateral Agreement. (ii) In the event that by the Exchange Date any substitute collateral delivered to the Collateral Agent pursuant to Section 6(b) of the Collateral Agreement has not been replaced by shares of Common Stock (and/or, after an Adjustment Event, cash or Reported Securities) sufficient to meet CounterpartySeller's obligations hereunder, delivery shall be effected by delivery by the Collateral Agent to the Custodian, for the account of the TrustPurchaser, of the market value of the shares of Common Stock required to be delivered hereunder, in the form of any shares of Common Stock then pledged by Counterparty Seller plus cash generated from the liquidation of U.S. Government obligations then pledged by Counterparty (and/or, after an Adjustment Event, the market value of the alternative consideration required to be delivered hereunder, in the form of any Reported Securities then pledged, plus any cash then pledged, plus cash generated from the liquidation of U.S. Government obligations then pledged). In such event, Counterparty shall be deemed to have instructed the Collateral Agent to liquidate and turn into cash the U.S. Government obligations then pledged by Counterparty to the extent necessary to satisfy Counterparty's obligations hereunder.cash (iii) Certificates representing Common Stock (or Reported Securities) in registered form that are part of the Contract Shares shall be registered in the TrustPurchaser's name or in the name of a depositary or a nominee of a depositary as requested by the TrustPurchaser, unless such Common Stock (and/or Reported Securities) is represented by one or more global certificates registered in the name of a depositary or a nominee of a depositary or are book entry securities, in which event the TrustPurchaser's interest in such securities shall be noted in a manner satisfactory to the Trust Purchaser and its counsel. (iv) CounterpartySeller's right to deliver (or cause to be delivered) to the Trust Purchaser hereunder Common Stock and Reported Securities shall be conditioned upon such Common Stock and Reported Securities to be so delivered being transferable (i) by Counterparty to the Trust in accordance with the provisions hereof and in accordance with the terms of any agreement among shareholders applicable to such Common Stock or Reported Securities, and (ii) by the TrustPurchaser, following receipt from CounterpartySeller, without any restrictions not generally applicable to all holders of such Common Stock or Reported Securities, as the case may be. If the conditions condition set forth in the preceding sentence shall not be satisfied with respect to any Common Stock or Reported Securities to be delivered by CounterpartySeller, then, notwithstanding the provisions hereof, Counterparty Seller shall exercise the Cash Delivery Option.

Delivery of Contract Shares. (i) Except as otherwise provided in this Agreement, Counterparty Seller agrees to deliver the Contract Shares to the Trust Purchaser on the Exchange Date. Counterparty Seller shall be deemed to have instructed the Collateral Agent to deliver to the Custodian, for the account of the TrustPurchaser, shares of Class A Common Stock then held by the Collateral Agent as collateral under the Collateral Agreement, in an amount equal to the number of Contract Shares, rounded down to the nearest whole number. Instead of any fractional shares of Class A Common Stock that would otherwise be deliverable (prior to rounding) to the Trust Purchaser at the Exchange Date, Counterparty Seller agrees to make a cash payment in respect of such fractional shares of Class A Common Stock in an amount equal to the value thereof at the Exchange Price. Notwithstanding the foregoing, if an Adjustment Event shall have occurred prior to the Exchange Date then, in lieu of the foregoing, Counterparty Seller shall be deemed to have instructed: (A) in the case of any cash required to be delivered on the Exchange Date as provided in Section 6.2, the Collateral Agent to deliver such cash by wire transfer Federal (immediately available same-day) funds to an account designated by the TrustPurchaser; and (B) in the case of any Reported Securities required to be delivered by Counterparty Seller in lieu of cash as provided in Section 6.2, the Collateral Agent to deliver to the Custodian, for the account of the TrustPurchaser, a specified number of Reported Securities then held as collateral under the Collateral Agreement, as provided in Section 6(g) of the Collateral Agreement. (ii) In the event that by the Exchange Date any substitute collateral delivered to the Collateral Agent pursuant to Section 6(b) of the Collateral Agreement has not been replaced by shares of Common Stock (and/or, after an Adjustment Event, cash or Reported Securities) sufficient to meet CounterpartySeller's obligations hereunder, delivery shall be effected by delivery by the Collateral Agent to the Custodian, for the account of the TrustPurchaser, of the market value of the shares of Class A Common Stock required to be delivered hereunder, in the form of any shares of Class A Common Stock then pledged by Counterparty Seller plus cash generated from the liquidation of U.S. Government obligations and Cash Equivalents then pledged by Counterparty Seller (and/or, after an Adjustment Event, the market value of the alternative consideration required to be delivered hereunder, in the form of any Reported Securities then pledged, plus any cash then pledged, plus cash generated from the liquidation of U.S. Government obligations and Cash Equivalents then pledged). In such event, Counterparty Seller shall be deemed to have instructed the Collateral Agent to liquidate and turn into cash the U.S. Government obligations and Cash Equivalents then pledged by Counterparty Seller to the extent necessary to satisfy CounterpartySeller's obligations hereunder. (iii) Certificates representing Common Stock (or Reported Securities) in registered form that are part of the Contract Shares shall be registered indorsed in blank (together with all documents necessary to permit the Trust's name or in Purchaser to effect the name of a depositary or a nominee of a depositary as requested re-registration thereof without further action by the Trust, Seller) unless such Common Stock (and/or Reported Securities) is represented by one or more global certificates registered in the name of a depositary or a nominee of a depositary or are book entry securities, in which event the TrustPurchaser's interest in such securities shall be noted in a manner satisfactory to the Trust Purchaser and its counsel. (iv) CounterpartySeller's right to deliver (or cause to be delivered) to the Trust Purchaser hereunder Class A Common Stock and Reported Securities shall be conditioned upon such Class A Common Stock and Reported Securities to be so delivered being transferable (i) by Counterparty Seller to the Trust Purchaser in accordance with the provisions hereof and in accordance with the terms of any agreement among shareholders applicable to such Class A Common Stock or Reported Securities, and (ii) by the TrustPurchaser, following receipt from CounterpartySeller, without any restrictions not generally applicable to all holders of such Class A Common Stock or Reported Securities, as the case may be. If the conditions set forth in the preceding sentence shall not be satisfied with respect to any Class A Common Stock or Reported Securities to be delivered by CounterpartySeller, then, notwithstanding the provisions hereof, Counterparty Seller shall exercise the Cash Delivery Option.

Delivery of Contract Shares. (ia) Except as otherwise provided in this Agreement, Counterparty The Seller hereby unconditionally and irrevocably agrees to deliver the Contract Shares deliver, without set-off, counterclaim or defense, to the Trust on the Exchange Date. Counterparty shall be deemed to have instructed the Collateral Agent to deliver Escrow Agent, pursuant to the CustodianEscrow Agreement prior to 11:59 P.M. on each Trading Day for which a Daily Amount is required to be calculated (a “Delivery Date”), for the account a number of the Trust, shares of Common Stock then held by the Collateral Agent equal to such Daily Amount (and/or, if a Significant Spin-Off, a Significant Cash Distribution or an Adjustment Event has occurred, securities, cash and/or other property, as collateral under the Collateral Agreementapplicable); provided that, in an amount equal to the number of Contract Shares, rounded down to the nearest whole number. Instead lieu of any fractional shares fraction of a share of Common Stock that would otherwise be deliverable (prior to rounding) to the Trust at Escrow Agent pursuant to the Exchange DateEscrow Agreement on such Trading Day, Counterparty the Seller agrees to make a cash payment to the Escrow Agent on the next Business Day in respect of such fractional shares fraction of a share of Common Stock in an amount equal to the value thereof at based on the Exchange Price. Notwithstanding Closing Price on such Trading Day; provided, further, that if the foregoingForward Contract Acceleration Notice has been delivered by either party hereto to the other party hereto, if an Adjustment Event the Contract Shares shall have occurred be delivered to the Escrow Agent pursuant to the Escrow Agreement two Business Days prior to the Exchange Date then, in lieu of the foregoing, Counterparty Payment Date. Any cash payments shall be deemed to have instructed: (A) in the case of any cash required to be delivered on the Exchange Date as provided in Section 6.2, the Collateral Agent to deliver such cash paid by wire transfer Federal (in immediately available same-day) funds to the Escrow Agent for the account of the Purchaser to an account designated by the Trust; and (B) Escrow Agent in the case of any Reported Securities required to be delivered by Counterparty in lieu of cash as provided in Section 6.2, the Collateral Agent to deliver writing to the Custodian, for the account of the Trust, a specified number of Reported Securities then held as collateral under the Collateral Agreement, as provided in Section 6(g) of the Collateral AgreementSeller prior to such payment. (iib) In At the event that by Purchaser’s request, the Exchange Date any substitute collateral Common Stock (and/or other securities) delivered to the Collateral Escrow Agent pursuant to Section 6(b2.3(a) of the Collateral Agreement has not been replaced by shares of Common Stock (and/or, after an Adjustment Event, cash or Reported Securities) sufficient to meet Counterparty's obligations hereunder, delivery shall be effected represented by delivery by the Collateral Agent to the Custodian, for the account of the Trust, of the market value of the shares of Common Stock required to be delivered hereunder, in the form of any shares of Common Stock then pledged by Counterparty plus cash generated from the liquidation of U.S. Government obligations then pledged by Counterparty (and/or, after an Adjustment Event, the market value of the alternative consideration required to be delivered hereunder, in the form of any Reported Securities then pledged, plus any cash then pledged, plus cash generated from the liquidation of U.S. Government obligations then pledged). In such event, Counterparty shall be deemed to have instructed the Collateral Agent to liquidate and turn into cash the U.S. Government obligations then pledged by Counterparty to the extent necessary to satisfy Counterparty's obligations hereunder. (iiii) Certificates representing Common Stock (or Reported Securities) in physical certificates registered form that are part of the Contract Shares shall be registered in the Trust's name or in the name of a depositary the Purchaser (or a nominee of a depositary as requested any other name designated by the Trust, unless such Common Stock Purchaser in writing to the Seller at least two Trading Days prior to the applicable Delivery Date) and delivered to the Escrow Agent pursuant to the Escrow Agreement or (and/or Reported Securitiesii) is represented by one or more global certificates registered in the name of a depositary or a nominee of a depositary to facilitate book-entry transfer by the Purchaser of the Common Stock (and/or other securities). In addition, the Seller shall take all steps reasonably requested by the Purchaser to permit the Purchaser (or are book entry securities, in which event the Trust's such designated Person) to exchange any such physical certificates for an equivalent interest in such securities one or more global certificates registered in the name of a depositary or a nominee of a depositary as may be reasonably requested by the Purchaser to facilitate book-entry transfer by the Purchaser of the Common Stock (and/or other securities). The Purchaser’s interest in a global certificate shall be noted evidenced in a manner reasonably satisfactory to the Trust Purchaser and its counsel. The Purchaser shall provide the Seller written notice at least five Business Days prior to the applicable Delivery Date of such request and manner in which the Purchaser’s interest shall be evidenced. (ivc) Counterparty's right The Seller will indemnify and hold harmless the Purchaser, its Affiliates, its directors, officers and employees and each person, if any, who controls the Purchaser within the meaning of the Act, from and against any expense, loss, claim, damage or liability, joint or several, or any action in respect thereof, to deliver (which the Purchaser, any Affiliate, director, officer, employee or cause controlling person may become subject, insofar as such expense, loss, claim, damage, liability or action arises out of, or is based upon, any breach, violation or default by the Seller of Section 2.3(a) or 2.3(b), and will reimburse the Purchaser, any Affiliate thereof and each such director, officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by the Purchaser, any Affiliate thereof and each such director, officer, employee or controlling person in connection with investigating or defending or preparing to be delivereddefend against any such expense, loss, claim, damage, liability or action as such expenses are incurred. Any claim by the Purchaser under this Section 2.3(c) to the Trust hereunder Common Stock and Reported Securities shall be conditioned upon such Common Stock and Reported Securities to be so delivered being transferable (i) by Counterparty to the Trust in accordance with the provisions hereof and in accordance with the terms of any agreement among shareholders applicable to such Common Stock or Reported Securities, and (ii) governed by the Trust, following receipt from Counterparty, without any restrictions not generally applicable to all holders of such Common Stock or Reported Securities, as the case may be. If the conditions procedures set forth in Section 7(c) of the preceding sentence shall not be satisfied with respect to any Common Stock or Reported Securities to be delivered by Counterparty, then, notwithstanding the provisions hereof, Counterparty shall exercise the Cash Delivery OptionForward Contract Purchase Agreement.