Common use of Delivery of Purchase Agreement Consideration Clause in Contracts

Delivery of Purchase Agreement Consideration. On the Exchange Date, unless (i) a Reorganization Event shall have occurred prior thereto or, (ii) if permitted under the Purchase Agreement, Seller shall have elected the Cash Settlement Alternative pursuant to Section 1.3(d) of the Purchase Agreement and made the cash payment required by that Section, the Collateral Agent shall deliver to the Trust 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 distributed in such Spin-Off Distribution then required to be delivered by Pledgor under the Purchase Agreement. If a Reorganization Event shall have occurred prior to the Exchange Date, then, (A) if such Reorganization Event is a Cash Merger, the Collateral Agent shall deliver to the Trust all cash or other assets then held by the Collateral Agent and required to be delivered under the Purchase Agreement; and (B) in any other case, if so instructed by the Pledgor by the close of business on the Business Day preceding the Exchange Date, the Collateral Agent shall deliver to the Trust, to the extent permitted to be delivered in lieu of cash required to be delivered on such date under Section 6.2 of the Purchase Agreement, the Marketable Securities then held by the Collateral Agent hereunder. Upon such delivery, the Trust shall hold such Class A Common Stock or Marketable Securities, as the case may be, absolutely and free from any claim or right whatsoever.

Delivery of Purchase Agreement Consideration. On the Exchange Date, unless (i) a Reorganization Event shall have occurred prior thereto or, or (ii) if permitted under the Purchase Agreement, Seller shall have elected the Cash Settlement Alternative pursuant to Section 1.3(d1l3(d) of the Purchase Agreement Contract and made mde the cash payment required by that Section, the Collateral Agent shall deliver to the Trust 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 distributed in such Spin-Off Distribution then required to be delivered by Pledgor under the Purchase Agreement. If a Reorganization Event shall have occurred prior to the Exchange Date, then, (A) if the consideration received by holders of Common Stock in such Reorganization Event is a Cash Mergerdoes not include Marketable Securities, the Collateral Agent shall deliver to the Trust all cash or other assets then held by the Collateral Agent and required to be delivered under the Purchase Agreement; and (B) in any other case, if so instructed by the Pledgor by the close of business on the Business Day preceding the Exchange Date, the Collateral Agent shall deliver to the Trust, to the extent permitted to be delivered in lieu of cash required to be delivered on such date under Section 6.2 of the Purchase Agreement, the Marketable Securities then held by the Collateral Agent hereunder. Upon such delivery, the Trust shall hold such Class A Common Stock or Marketable Securities, as the case may be, absolutely and free from any claim or right whatsoever.

Delivery of Purchase Agreement Consideration. On the Exchange Date, unless (i) a Reorganization Event shall have occurred prior thereto or, (ii) if permitted under the Purchase Agreement, Seller shall have elected the Cash Settlement Alternative pursuant to Section 1.3(d) of the Purchase Agreement and made the cash payment required by that Sectionthereto, the Collateral Agent shall deliver to the Trust 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 distributed in such Spin-Off Distribution then required to be delivered by Pledgor under the Purchase Agreement. If a Reorganization Event shall have occurred prior to the Exchange Date, then, (A) if the consideration received by holders of Common Stock in such Reorganization Event is a Cash Mergerdoes not include Marketable Securities, the Collateral Agent shall deliver to the Trust all cash or other assets then held by the Collateral Agent and required to be delivered under the Purchase Agreement; and (B) in any other case, if so instructed by the Pledgor by the close of business on the Business Day preceding the Exchange Date, the Collateral Agent shall deliver to the Trust, to the extent permitted to be delivered in lieu of cash required to be delivered on such date under Section 6.2 of the Purchase Agreement, the Marketable Securities then held by the Collateral Agent hereunder. Upon such delivery, the Trust shall hold such Class A Common Stock or Marketable Securities, as the case may be, absolutely and free from any claim or right whatsoever.

Delivery of Purchase Agreement Consideration. On the Exchange Date, unless (i) a Reorganization Event shall have occurred prior thereto or, (ii) if permitted under or the Purchase Agreement, Seller Pledgor shall have elected the Cash Settlement Alternative pursuant to Section 1.3(d) of the Purchase Agreement and made the cash payment required by that SectionAlternative, the Collateral Agent shall deliver to the Trust 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 distributed in such Spin-Off Distribution then required to be delivered by Pledgor under the Purchase Agreement. If a Reorganization Event shall have occurred prior to the Exchange Date, then, (A) if such Reorganization Event is a Cash Merger, the Collateral Agent shall deliver to the Trust all cash or other assets then held by the Collateral Agent and required to be delivered under the Purchase Agreement; and (B) in any other case, if so instructed by the Pledgor by the close of business on the Business Day preceding the Exchange Date, the Collateral Agent shall deliver to the Trust, to the extent permitted to be delivered in lieu of cash required to be delivered on such date under Section 6.2 of the Purchase Agreement, the Marketable Securities then held by the Collateral Agent hereunder. Upon such delivery, the Trust shall hold such Class A Common Stock or Marketable Securities, as the case may be, absolutely and free from any claim or right whatsoever. If the Pledgor shall have elected the Cash Settlement Alternative and shall have delivered Collateral to the Collateral Agent as required by Section 6(e), the Collateral Agent shall deliver to the Trust the amount of cash required to satisfy the Pledgor's obligations under the Cash Settlement Alternative.

Delivery of Purchase Agreement Consideration. On the Exchange Date, unless (i) a Reorganization an Adjustment Event shall have occurred prior thereto or, (ii) if permitted under or the Purchase Agreement, Seller Pledgor shall have elected the Cash Settlement Alternative pursuant to Section 1.3(d) of the Purchase Agreement and made the cash payment required by that SectionAlternative, the Collateral Agent shall deliver to the Trust Class A Trust, pursuant to the instructions of the Trust, 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 distributed in such Spin-Off Distribution then required to be delivered by Pledgor under the Purchase Agreement. If a Reorganization an Adjustment Event shall have occurred prior to the Exchange Date, then, (A) if such Reorganization Event is a Cash Merger, the Collateral Agent shall deliver to the Trust all cash or other assets then held by the Collateral Agent and required to be delivered under the Purchase Agreement; and (B) in any other case, if so instructed by the Pledgor by the close of business on the Business Day preceding the Exchange Date, the Collateral Agent shall deliver to the Trust, pursuant to the instructions of the Trust, to the extent permitted to be delivered in lieu of cash required to be delivered on such date under Section 6.2 of the Purchase Agreement, the Marketable Securities then held by the Collateral Agent for the benefit of the Trust, including such securities held in the Collateral Account hereunder. Upon such delivery, the Trust shall hold such Class A Common Stock or Marketable Securities, as the case may be, absolutely and free from any claim or right whatsoever. If the Pledgor shall have elected the Cash Settlement Alternative and shall have delivered Collateral to the Trust as required by Section 6(d), the Collateral Agent shall deliver to the Trust the amount of cash required to satisfy the Pledgor's obligations under the Cash Settlement Alternative.

Delivery of Purchase Agreement Consideration. On the Exchange Date, unless (i) a Reorganization Event shall have occurred prior thereto or, or (ii) if permitted under the Purchase Agreement, Seller shall have elected the Cash Settlement Alternative pursuant to Section 1.3(d) of the Purchase Agreement Contract and made the cash payment required by that Section, the Collateral Agent shall deliver to the Trust 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 distributed in such Spin-Off Distribution then required to be delivered by Pledgor under the Purchase Agreement. If a Reorganization Event shall have occurred prior to the Exchange Date, then, (A) if the consideration received by holders of Class A Common Stock in such Reorganization Event is a Cash Mergerdoes not include Marketable Securities, the Collateral Agent shall deliver to the Trust all cash or other assets then held by the Collateral Agent and required to be delivered under the Purchase Agreement; and (B) in any other case, if so instructed by the Pledgor by the close of business on the Business Day preceding the Exchange Date, the Collateral Agent shall deliver to the Trust, to the extent permitted to be delivered in lieu of cash required to be delivered on such date under Section 6.2 of the Purchase Agreement, the Marketable Securities then held by the Collateral Agent hereunder. Upon such delivery, the Trust shall hold such Class A Common Stock or Marketable Securities, as the case may be, absolutely and free from any claim or right whatsoever.