Common use of Delivery Upon Settlement of the Purchase Contracts Clause in Contracts

Delivery Upon Settlement of the Purchase Contracts. (a) Unless the Purchase Contracts have previously settled, the Company shall on the Mandatory Settlement Date issue and deliver to the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Purchase Contracts, the aggregate number of shares of Common Stock to which such Holders are entitled hereunder, registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such shares of Common Stock, together with any dividends or distributions which shall have been paid thereon, the related record date for which shall have occurred after the due date for the delivery of the Common Stock to the Purchase Contract Agent, the “Purchase Contract Settlement Fund”). (b) Upon book-entry transfer of the Units or Separate Purchase Contracts or delivery of Units or Separate Purchase Contracts in definitive form to the Purchase Contract Agent with duly completed transfer instructions by a Holder or by or on behalf of a Beneficial Owner, the Purchase Contract Agent shall transfer to such Holder or to or on behalf of such Beneficial Owner the shares of Common Stock underlying such Purchase Contracts, together with (i) cash in lieu of fractional shares as provided in Section 4.04, (ii) the Separate Note (in the case of the transfer or delivery of Units, but not in the case of settlement on the Mandatory Settlement Date if there remain no unpaid amounts thereon (whether principal, premium, interest or otherwise) on the Mandatory Settlement Date) and (iii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. Such shares shall be registered in the name of the Holder or the Holder’s designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent, and the Company will pay all stock transfer and similar taxes attributable to the delivery thereof, unless any such transfer or similar tax is payable in respect of any registration of such shares in a name of a Person other than the Person in whose name the Security evidencing such Purchase Contract is registered, in which case the Company shall not be required to pay any such transfer or similar tax and no such registration shall be made unless the Person requesting such registration has paid any such transfer or similar taxes required by reason of such registration in a name of a Person other than the Person in whose name the Security evidencing such Purchase Contract is registered or has established to the satisfaction of the Company that such tax either has been paid or is not payable. In the event a Holder fails to effect such transfer or delivery, the shares of Common Stock underlying such Purchase Contracts, and any distributions thereon comprising a part of the Purchase Contract Settlement Fund, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the surrender of the relevant Units or Separate Purchase Contracts or receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Units or Separate Purchase Contracts have been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant jurisdiction.

Delivery Upon Settlement of the Purchase Contracts. (a) Unless On each applicable Settlement Date (or, with respect to an Early Settlement Exercise Date or a Fundamental Change Early Settlement Date, on the Purchase Contracts have previously settleddate provided for in the first sentence of Section 4.04(c) or in Section 5.02(f), respectively), the Company shall on the Mandatory Settlement Date issue and deliver to the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Purchase ContractsContracts (or their designees), the aggregate number of shares of Common Stock and cash in lieu of fractional shares of Common Stock to which such Holders are entitled hereunder, registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such cash and shares of Common Stock, together with any dividends or distributions with respect to such shares for which shall have been paid thereon, the related record a Record Date and payment date for which shall such dividend or distribution have occurred on or after the due date for the delivery of the Common Stock to the Purchase Contract Agentapplicable Determination Date, the “Purchase Contract Settlement Fund”). When any cash is required to be delivered to Holders pursuant to this Article IV or Section 5.02, the Purchase Contract Agent shall deliver such cash, including any dividends or distributions with respect to the shares constituting part of the Purchase Contract Settlement Fund (but without interest thereon) to such Holders, in accordance with the written direction of the Company. (b) Upon book-entry transfer On the applicable Settlement Date, upon (i) surrender of the Units or Separate Purchase Contracts by book entry transfer or by delivery of any Units or Separate Purchase Contracts in definitive form to the Purchase Contract Agent duly endorsed for transfer to the Company or in blank and with duly completed transfer settlement instructions in the form attached thereto, or if such Purchase Contract is represented by a Holder Global Security, surrendering the relevant Security (or by causing a reduction in the number of Purchase Contracts represented thereby, if applicable) in compliance with the standing arrangements between the Depositary and the Purchase Contract Agent, and (ii) the payment of any transfer or on behalf of a Beneficial Ownersimilar taxes payable pursuant to Section 4.03(c), the Purchase Contract Agent shall transfer to such Holder or to or on behalf of such Beneficial Owner the shares of Common Stock underlying deliverable upon settlement of such Purchase Contracts, together with (i) cash in lieu of fractional shares as provided in Section 4.044.05, (ii) the Separate Note (in the case of the transfer or delivery of Units, but not in the case of settlement on the Mandatory Settlement Date if there remain no unpaid amounts thereon (whether principal, premium, interest or otherwise) such Separate Note matures on the Mandatory Settlement Date) and (iii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. Such . (c) The shares of Common Stock deliverable upon settlement of the Purchase Contracts shall be registered in the name of the Holder or the Holder’s designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent, and the Company will shall pay all stock transfer and similar taxes attributable to the delivery thereof, unless any such transfer or similar tax is payable in respect of any registration of such shares in a name of a Person other than the Person in whose name the Security evidencing such Purchase Contract is registered, in which case the Company shall not be required to pay any such transfer or similar tax taxes and no such registration shall be made unless the Person requesting such registration has paid any such transfer or similar taxes required by reason of such registration in a name of a Person other than the Person in whose name the Security evidencing such Purchase Contract is registered or has established to the satisfaction of the Company that such tax either has been paid or is not payable. In the event a Holder fails to effect such transfer surrender or deliverydelivery of its Units or Separate Purchase Contracts in accordance with the provisions hereof, the shares of Common Stock underlying deliverable upon settlement of such Purchase Contracts, and any distributions thereon comprising a part of the Purchase Contract Settlement Fundthereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the surrender of the relevant Units or Separate Purchase Contracts for settlement in accordance with the provisions hereof or receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Units or Separate Purchase Contracts have been destroyed, lost or stolen, together with any reasonable indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) the expiration passage of two (2) years from the applicable Settlement Date, following which the Purchase Contract Agent shall pay to the Company such Holder’s shares of Common Stock and any distributions thereon; provided, however, that the Purchase Contract Agent, before making any such payment to the Company, may at the expense of the time period specified Company cause to be published once in a newspaper of general circulation in the City of New York or mail to each such Holder notice that such property remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication or mailing, any unclaimed balance of such property then remaining will be repaid to the Company. After payment to the Company, (A) Holders entitled to such property must look to the Company for payment as general creditors, unless applicable abandoned property laws law designates another person, and (B) all liability of the relevant jurisdictionPurchase Contract Agent with respect to such property shall cease.

Delivery Upon Settlement of the Purchase Contracts. (a) Unless On each applicable Settlement Date (or, with respect to an Early Settlement Exercise Date, an Acquisition Redemption Settlement Date or a Fundamental Change Early Settlement Date, on the Purchase Contracts have previously settleddate provided for in the first sentence of Section 4.04(c), in Section 4.08(c) or in Section 5.02(f), respectively), the Company shall on the Mandatory Settlement Date issue and deliver to the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Purchase ContractsContracts (or their designees), the aggregate number of shares of Common Stock (and cash in lieu of fractional shares of Common Stock to which such Holders are entitled hereunder), registered registered, in the case of any shares of Common Stock, in the name of the Purchase Contract Agent (such Holders or its nominee) as custodian for the Holders their designees (such cash and shares of Common Stock, together with any dividends or distributions with respect to such shares for which shall have been paid thereon, the related record a Record Date and payment date for which shall such dividend or distribution have occurred on or after the due date for the delivery of the Common Stock to the Purchase Contract Agentapplicable Determination Date, the “Purchase Contract Settlement Fund”). When any cash is required to be delivered to Holders pursuant to this Article IV or Section 5.02, the Purchase Contract Agent shall deliver such cash, including any dividends or distributions with respect to the shares constituting part of the Purchase Contract Settlement Fund (but without interest thereon) to such Holders, in accordance with the written direction of the Company. (b) Upon book-entry transfer On the applicable Settlement Date, upon (i) surrender of the Units or Separate Purchase Contracts by book entry transfer or by delivery of any Units or Separate Purchase Contracts in definitive form to the Purchase Contract Agent duly endorsed for transfer to the Company or in blank and with duly completed transfer settlement instructions in the form attached thereto, or if such Purchase Contract is represented by a Holder Global Security, surrendering the relevant Security (or by or on behalf causing a reduction in the number of a Beneficial OwnerPurchase Contracts represented thereby, if applicable) in compliance with the standing arrangements between the Depositary and the Purchase Contract Agent Agent, and (ii) the payment of any transfer or similar taxes payable pursuant to Section 4.03(c), the Company shall transfer to such Holder or to or on behalf of such Beneficial Owner the shares of Common Stock underlying deliverable upon settlement of such Purchase Contracts, together with (i) cash in lieu of fractional shares as provided in Section 4.044.05, (ii) the Separate Note (in the case of the transfer or delivery of Units, but not in the case of settlement on the Mandatory Settlement Date if there remain no unpaid amounts thereon (whether principal, premium, interest or otherwise) such Separate Note matures on the Mandatory Settlement Date) and (iii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. Such . (c) The shares of Common Stock deliverable upon settlement of the Purchase Contracts shall be registered in the name of the Holder or the Holder’s designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent, and the Company will shall pay all stock transfer and similar taxes attributable to the delivery thereof, unless any such transfer or similar tax is payable in respect of any registration of such shares in a name of a Person other than the Person in whose name the Security evidencing such Purchase Contract is registered, in which case the Company shall not be required to pay any such transfer or similar tax taxes and no such registration shall be made unless the Person requesting such registration has paid any such transfer or similar taxes required by reason of such registration in a name of a Person other than the Person in whose name the Security evidencing such Purchase Contract is registered or has established to the satisfaction of the Company that such tax either has been paid or is not payable. In the event a Holder fails to effect such transfer surrender or deliverydelivery of its Units or Separate Purchase Contracts in accordance with the provisions hereof, the shares of Common Stock underlying deliverable upon settlement of such Purchase Contracts, and any distributions thereon comprising a part of the Purchase Contract Settlement Fundthereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the surrender of the relevant Units or Separate Purchase Contracts for settlement in accordance with the provisions hereof or receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Units or Separate Purchase Contracts have been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) the expiration passage of two years from the applicable Settlement Date, following which the Purchase Contract Agent shall pay to the Company such Holder’s shares of Common Stock and any distributions thereon; provided, however, that the Purchase Contract Agent, before making any such payment to the Company, may at the expense of the time period specified Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The Borough of Manhattan, The City of New York, New York, notice that such property remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such property then remaining will be repaid to the Company. After payment to the Company, (A) Holders entitled to such property must look to the Company for payment as general creditors, unless applicable abandoned property laws law designates another person, and (B) all liability of the relevant jurisdictionPurchase Contract Agent with respect to such property shall cease.

Delivery Upon Settlement of the Purchase Contracts. (a) Unless On the Purchase Contracts have previously settledapplicable Settlement Date (or, with respect to an Early Settlement Exercise Date or a Fundamental Change Early Settlement Date, on the date provided for in the first sentence of Section 4.04(c) or in Section 5.02(f), respectively), the Company shall on the Mandatory Settlement Date issue and deliver to the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Purchase ContractsContracts (or their designees), the aggregate number of shares of Common Stock and cash in lieu of fractional shares of Common Stock to which such Holders are entitled hereunder, registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such cash and shares of Common Stock, together with any dividends or distributions with respect to such shares for which shall have been paid thereon, the related record a Record Date and payment date for which shall such dividend or distribution have occurred on or after the due date for the delivery of the Common Stock to the Purchase Contract Agentapplicable Determination Date, the “Purchase Contract Settlement Fund”). When any cash is required to be delivered to Holders pursuant to this ARTICLE IV or Section 5.02, the Purchase Contract Agent shall deliver such cash, including any dividends or distributions with respect to the shares constituting part of the Purchase Contract Settlement Fund (but without interest thereon) to such Holders, in accordance with the written direction of the Company. (b) Upon book-entry transfer On the applicable Settlement Date, upon (i) surrender of the Units or Separate Purchase Contracts by book entry transfer or by delivery of any Units or Separate Purchase Contracts in definitive form to the Purchase Contract Agent with duly endorsed for transfer to the Company or in blank and with duly completed transfer settlement instructions in the form attached thereto, or if such Purchase Contract is represented by a Holder Global Security, surrendering the relevant Security (or by causing a reduction in the number of Purchase Contracts represented thereby, if applicable) in compliance with the standing arrangements between the Depositary and the Purchase Contract Agent, and (ii) the payment of any transfer or on behalf of a Beneficial Ownersimilar taxes payable pursuant to Section 4.03(c), the Purchase Contract Agent shall transfer to such Holder or to or on behalf of such Beneficial Owner the shares of Common Stock underlying deliverable upon settlement of such Purchase Contracts, together with (i) cash in lieu of fractional shares as provided in Section 4.044.05, (ii) the Separate Note (in the case of the transfer or delivery of Units, but not in the case of settlement on the Mandatory Settlement Date if there remain no unpaid amounts thereon (whether principal, premium, interest or otherwise) such Separate Note matures on the Mandatory Settlement Date) and (iii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. Such . (c) The shares of Common Stock deliverable upon settlement of the Purchase Contracts shall be registered in the name of the Holder or the Holder’s designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent, and the Company will pay all stock transfer and similar taxes attributable to the delivery thereof, unless any such transfer or similar tax is payable in respect of any registration of such shares in a name of a Person other than the Person in whose name the Security evidencing such Purchase Contract is registered, in which case the Company shall not be required to pay any such transfer or similar tax taxes and no such registration shall be made unless the Person requesting such registration has paid any such transfer or similar taxes required by reason of such registration in a name of a Person other than the Person in whose name the Security evidencing such Purchase Contract is registered or has established to the satisfaction of the Company that such tax either has been paid or is not payable. In the event a Holder fails to effect such transfer surrender or deliverydelivery of its Units or Separate Purchase Contracts in accordance with the provisions hereof, the shares of Common Stock underlying deliverable upon settlement of such Purchase Contracts, and any distributions thereon comprising a part of the Purchase Contract Settlement Fundthereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the surrender of the relevant Units or Separate Purchase Contracts for settlement in accordance with the provisions hereof or receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Units or Separate Purchase Contracts have been destroyed, lost or stolen, together with any reasonable indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) the expiration passage of two (2) years from the Settlement Date, following which the Purchase Contract Agent shall pay to the Company such Holder’s shares of Common Stock and any distributions thereon; provided, however, that the Purchase Contract Agent, before making any such payment to the Company, may at the expense of the time period specified Company cause to be published once in a newspaper of general circulation in the City of New York or mail to each such Holder notice that such property remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication or mailing, any unclaimed balance of such property then remaining will be repaid to the Company. After payment to the Company, (A) Holders entitled to such property must look to the Company for payment as general creditors, unless applicable abandoned property laws law designates another person, and (B) all liability of the relevant jurisdictionPurchase Contract Agent with respect to such property shall cease.

Delivery Upon Settlement of the Purchase Contracts. (a) Unless On the Purchase Contracts have previously settledapplicable Settlement Date, the Company shall on the Mandatory Settlement Date issue and deliver to the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Purchase Contracts, or, in the case of an Early Settlement or an Early Settlement in connection with a Fundamental Change, for the benefit of the Holders of the Purchase Contracts that have elected such Early Settlement or Early Settlement in connection with a Fundamental Change, the aggregate number of shares of Common Stock to which such Holders are entitled hereunder, registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such shares of Common Stock, together with any dividends or distributions which shall have been paid thereon, the related record date for which shall have a payment date has occurred on or prior to the applicable Settlement Date with respect to any dividend or distribution having a Record Date on or after the due date for the delivery of the Common Stock to the Purchase Contract Agentapplicable Determination Date, the “Purchase Contract Settlement Fund”). (b) Upon book-entry transfer . When any shares of the Units or Separate Purchase Contracts or delivery of Units or Separate Purchase Contracts in definitive form Common Stock are required to the Purchase Contract Agent with duly completed transfer instructions by be delivered to a Holder or by or on behalf of a Beneficial Ownerpursuant to this Article 4, the Purchase Contract Agent shall transfer deliver such shares of Common Stock together with any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without interest thereon) to such Holder or such Holder’s designee and the Company shall cause any such shares to or on behalf be registered in the name of such Beneficial Owner Holder or such Holder’s designee. (b) A Holder’s right to receive the shares of Common Stock underlying such Purchase ContractsStock, together with (i) and cash in lieu of fractional shares as provided in Section 4.04, (ii) the Separate Note (in the case of the transfer or delivery of Units, but not in the case of settlement on the Mandatory Settlement Date if there remain no unpaid amounts thereon (whether principal, premium, interest or otherwise) on the Mandatory Settlement Date) and (iii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without upon settlement of any interest thereonof its Purchase Contracts is subject to the following conditions: (i) if the Unit that includes such Purchase Contract or such Separate Purchase Contract is represented by a Global Security, to surrendering such Holder by book-entry transfer, Global Security in compliance with the standing arrangements between the Depositary and the Purchase Contract Agent; or other appropriate procedures, in accordance with if the Unit that includes such instructions. Such shares shall be registered Purchase Contract or such Separate Purchase Contract is in the name form of the Holder or the Holder’s designee as specified in the settlement instructions provided by the Holder a Definitive Security, surrendering such Definitive Security to the Purchase Contract Agent, Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank and with duly completed settlement instructions in the form attached thereto; and (ii) the payment by such Holder of any transfer or similar taxes payable pursuant to Section 4.03(c). (c) The Company will pay any and all documentary, stamp or similar stock issue or transfer and similar taxes attributable tax due to the delivery thereofissue or transfer of any shares of Common Stock upon settlement of the Purchase Contracts on the Mandatory Settlement Date, or upon an Early Settlement or Early Settlement in connection with a Fundamental Change, unless any such transfer or similar tax is payable in respect of any registration of such shares in a the name of a Person other than the Person in whose name the Security evidencing such Purchase Contract is registered, in which case the Company shall not be required to pay any such transfer or similar tax and no such registration shall be made unless the Person requesting such registration has paid any such transfer or similar taxes tax required by reason of such registration in a the name of a Person other than the Person in whose name the Security evidencing such Purchase Contract is registered or has established to the satisfaction of the Company that such tax either has been paid or is not payable. (d) Subject to satisfaction of the conditions set forth in Section 4.03(b), on the Mandatory Settlement Date, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Settlement Rate to be issued and delivered and the Purchase Contract Agent shall transfer such shares of Common Stock together with (i) cash in lieu of fractional shares as provided in Section 4.07 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon) to such Holder, or the Holder’s designee, by book-entry transfer or other appropriate procedures, in accordance with the duly completed settlement instructions. The Person in whose name any shares of Common Stock shall be issuable upon settlement of any Purchase Contracts on the Mandatory Settlement Date shall become the holder of record of such shares as of the close of business on the last Trading Day of the 20 consecutive Trading Day period during which the Applicable Market Value is determined. (e) In the event a Holder fails to effect such transfer or deliverydelivery of its Units or Purchase Contracts on or prior to the applicable Settlement Date in accordance with this Article 4, the shares of Common Stock underlying such Purchase Contracts, and any cash in lieu of fractional shares and distributions thereon comprising a part of the Purchase Contract Settlement Fundthereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the surrender of the relevant Units or Separate Purchase Contracts or receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Units or Separate Purchase Contracts have been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant jurisdiction.

Delivery Upon Settlement of the Purchase Contracts. (a) Unless the Purchase Contracts have previously settled, the Company shall on the Mandatory Settlement Date issue and deliver to the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Purchase Contracts, the aggregate number of shares of Common Stock to which such Holders are entitled hereunder, registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such shares of Common Stock, together with any dividends or distributions for which shall have been paid thereon, the related a record date and payment date for which shall such dividend or distribution have occurred after the due date for the delivery of the Common Stock Shares to the Purchase Contract Agent, the “Purchase Contract Settlement Fund”). (b) Upon book-entry transfer of the Units or Separate Purchase Contracts or delivery of Units or Separate Purchase Contracts in definitive form to the Purchase Contract Agent with duly completed transfer instructions by a Holder or by or on behalf of a Beneficial Ownerinstructions, the Purchase Contract Agent shall transfer to such Holder or to or on behalf of such Beneficial Owner the shares of Common Stock underlying such Purchase Contracts, together with (i) cash in lieu of fractional shares as provided in Section 4.04, (ii) the Separate Note (in the case of the transfer or delivery of Units, but not in the case of settlement on the Mandatory Settlement Date if there remain no unpaid amounts thereon (whether principal, premium, interest or otherwise) such Separate Note also matures on the Mandatory Settlement Date) and (iii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. Such shares shall be registered in the name of the Holder or the Holder’s designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent, and the Company will pay all stock transfer and similar taxes attributable to the delivery thereof, unless any such transfer or similar tax is payable in respect of any registration of such shares in a name of a Person other than the Person in whose name the Security evidencing such Purchase Contract is registered, in which case the Company shall not be required to pay any such transfer or similar tax and no such registration shall be made unless the Person requesting such registration has paid any such transfer or similar taxes required by reason of such registration in a name of a Person other than the Person in whose name the Security evidencing such Purchase Contract is registered or has established to the satisfaction of the Company that such tax either has been paid or is not payable. In the event a Holder fails to effect such transfer or delivery, the shares of Common Stock underlying such Purchase Contracts, and any distributions thereon comprising a part of the Purchase Contract Settlement Fundthereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the surrender of the relevant Units or Separate Purchase Contracts or receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Units or Separate Purchase Contracts have been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant jurisdiction.

Delivery Upon Settlement of the Purchase Contracts. (a) Unless On the Purchase Contracts have previously settledapplicable Settlement Date, the Company shall on the Mandatory Settlement Date issue and deliver to the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Purchase Contracts, the aggregate number of shares of Common Stock to which such Holders are entitled hereunder, registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such shares of Common Stock, together with any dividends or distributions for which shall have been paid thereon, the related a record date and payment date for which shall such dividend or distribution have occurred after the due date for the delivery of the Common Stock to the Purchase Contract Agent, the “Purchase Contract Settlement Fund”). (b) Upon book-entry transfer On or following the applicable Settlement Date, upon surrender of the Units or Separate Purchase Contracts by book entry transfer or by delivery of any Units or Separate Purchase Contracts in definitive form to the Purchase Contract Agent with duly completed transfer settlement instructions by a Holder or by or on behalf of a Beneficial Ownerin the form attached thereto, the Purchase Contract Agent shall transfer to such Holder or to or on behalf of such Beneficial Owner the shares of Common Stock underlying such Purchase Contracts, together with (i) cash in lieu of fractional shares as provided in Section 4.04, (ii) the Separate Note (in the case of the transfer or delivery of Units, but not in the case of settlement on the Mandatory Settlement Date if there remain no unpaid amounts thereon (whether principal, premium, interest or otherwise) such Separate Note also matures on the Mandatory Settlement Date) and (iii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. Such . (c) The shares of Common Stock underlying the Purchase Contracts shall be registered in the name of the Holder or the Holder’s designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent, and the Company will pay all stock transfer and similar taxes attributable to the delivery thereof, unless any such transfer or similar tax is payable in respect of any registration of such shares in a name of a Person other than the Person in whose name the Security evidencing such Purchase Contract is registered, in which case the Company shall not be required to pay any such transfer or similar tax and no such registration shall be made unless the Person requesting such registration has paid any such transfer or similar taxes required by reason of such registration in a name of a Person other than the Person in whose name the Security evidencing such Purchase Contract is registered or has established to the satisfaction of the Company that such tax either has been paid or is not payable. In the event a Holder fails to effect such transfer surrender or deliverydelivery of its Units or Purchase Contracts in accordance with the provisions hereof, the shares of Common Stock underlying such Purchase Contracts, and any distributions thereon comprising a part of the Purchase Contract Settlement Fundthereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the surrender of the relevant Units or Separate Purchase Contracts for settlement in accordance with the provisions hereof or receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Units or Separate Purchase Contracts have been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) the expiration passage of two (2) years from the Settlement Date, following which the Purchase Contract Agent shall pay to the Company such Holder’s share of Common Stock and any distributions thereon; provided, however, that the Purchase Contract Agent, before making any such payment to the Company, may at the expense of the time period specified Company cause to be published once in a newspaper of general circulation in the City of New York or mail to each such Holder notice that such property remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication or mailing, any unclaimed balance of such property then remaining will be repaid to the Company. After payment to the Company, (A) Holders entitled to such property must look to the Company for payment as general creditors, unless applicable abandoned property laws law designates another person, and (B) all liability of the relevant jurisdictionPurchase Contract Agent with respect to such property shall cease.

Delivery Upon Settlement of the Purchase Contracts. (a) Unless the Purchase Contracts have previously settled, the Company shall on the Mandatory Settlement Date issue and deliver to the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Purchase Contracts, the aggregate number of shares of Common Stock to which such Holders are entitled hereunder, registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution have occurred on or after the date on which such Holders shall have been paid thereon, become the related holders of record date for which shall have occurred after the due date for the delivery of the Common Stock such Shares pursuant to the Purchase Contract Agentsecond immediately succeeding sentence, the “Purchase Contract Settlement Fund”). Prior to the close of business on the last Trading Day of the 20 Trading Day period during which the Applicable Market Value is determined, the shares of Common Stock underlying each Purchase Contract will not be outstanding, and the Holder of such Purchase Contract will not have any voting rights, rights to dividends or other distributions or other rights of a holder of Common Stock by virtue of holding such Purchase Contract. The Person in whose name any shares of Common Stock to be issued upon settlement of the Purchase Contract on the Mandatory Settlement Date will become the holder of record of such shares as of the close of business on the last Trading Day of the 20 Trading Day period during which the Applicable Market Value is determined. (b) Upon book-entry transfer of the Units or Separate Purchase Contracts or delivery surrender of certificates representing Units or Separate Purchase Contracts in definitive form to the Purchase Contract Agent with duly completed transfer instructions by a Holder or by or on behalf of a Beneficial Ownerinstructions, the Purchase Contract Agent shall transfer to such Holder or to or on behalf of such Beneficial Owner the shares of Common Stock underlying such Purchase Contracts, together with (i) cash in lieu of fractional shares as provided in Section 4.04, (ii) the Separate Note (in the case of the transfer or delivery of Units, but not in the case of settlement on the Mandatory Settlement Date if there remain no unpaid amounts thereon (whether principal, premium, interest or otherwise) such Separate Note also matures on the Mandatory Settlement Date) and (iii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. Such shares shall be registered issued and delivered in the name of the Holder or the Holder’s designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent, and the . The Company will pay all stock documentary, stamp or similar issue or transfer and similar taxes attributable to due on the delivery thereofissue of any shares of the Common Stock upon settlement of the Purchase Contracts, unless any such transfer or similar tax is payable in respect of any registration due because the Holder requests issuance of such shares in a name of a Person other than the Person in whose name the Security evidencing such Purchase Contract is registered, in which case the Company shall not be required to pay any such transfer or similar tax and no such registration issuance shall be made unless the Person requesting such registration has paid any such transfer or similar taxes required by reason of such registration in a name of a Person other than the Person in whose name the Security evidencing such Purchase Contract is registered tax or has established to the satisfaction of the Company that such tax either has been paid or is not payable. In the event a Holder fails to effect such transfer or delivery, the shares of Common Stock underlying such Purchase Contracts, and any distributions thereon comprising a part of the Purchase Contract Settlement Fundthereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the surrender of the relevant Units or Separate Purchase Contracts or receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Units or Separate Purchase Contracts have been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant jurisdiction.

Delivery Upon Settlement of the Purchase Contracts. (a) Unless an Early Settlement Upon A Fundamental Change, Early Settlement or Early Mandatory Settlement at the Purchase Contracts Company’s Election shall have previously settledoccurred, on the Mandatory Settlement Date, the Company shall on the Mandatory Settlement Date issue and deliver to the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Purchase Contracts, the aggregate number of shares of Common Stock to which such Holders are entitled hereunder, registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such shares of Common Stock, together with any dividends or distributions for which shall have been paid thereon, the related a record date and payment date for which shall such dividend or distribution have occurred after the due date for the delivery of the Common Stock Shares to the Purchase Contract Agent, the “Purchase Contract Settlement Fund”). (b) Upon book-entry transfer of the Units or Separate Purchase Contracts or delivery of Units a Unit or Separate Purchase Contracts in definitive form Contract to the Purchase Contract Agent with duly completed transfer instructions by a Holder or by or on behalf of a Beneficial Ownerinstructions, the Purchase Contract Agent shall transfer to such Holder or to or on behalf of such Beneficial Owner the shares of Common Stock underlying such Purchase Contracts, together with (i) cash in lieu of fractional shares as provided in Section 4.04, (ii) the Separate Amortizing Note (in the case of the transfer or delivery of Units, but not in the case of settlement on the Mandatory Settlement Date if there remain no unpaid amounts thereon (whether principal, premium, interest or otherwise) on the Mandatory Settlement Date) and (iii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. Such shares shall be registered in the name of the Holder or the Holder’s designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent, and the Company will pay all stock transfer and similar taxes attributable to the delivery thereof, unless . If any such transfer or similar tax is payable shares of Common Stock deliverable in respect of any registration of such shares in a name of Purchase Contract are to be registered to a Person other than the Person in whose name the Security evidencing such Purchase Contract is registered, in which case the Company shall not be required to pay any such transfer or similar tax and no such registration shall be made unless the Person requesting such registration has paid any such transfer or similar and other taxes required by reason of such registration in a name of a Person other than that of the Person in whose name registered Holder of the Security evidencing such Purchase Contract is registered or has established to the satisfaction of the Company that such tax either has been paid or is not payable. In the event a Holder of Purchase Contracts fails to effect such transfer or delivery, the shares of Common Stock underlying such Purchase Contracts, and any distributions thereon comprising a part of the Purchase Contract Settlement Fundthereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the surrender of the relevant Units or Separate Purchase Contracts or receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Units or Separate Purchase Contracts have been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant jurisdiction.

Delivery Upon Settlement of the Purchase Contracts. (a) Unless On the Purchase Contracts have previously settledapplicable Settlement Date (or, with respect to an Early Settlement Date, on the date provided for in the first sentence of Section 4.04(c)), the Company shall on the Mandatory Settlement Date issue and deliver to the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Purchase Contracts, the aggregate number of shares of Common Stock to which such Holders are entitled hereunder, registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such shares of Common Stock, together with any dividends or distributions for which shall have been paid thereon, the related a record date and payment date for which shall such dividend or distribution have occurred after the due date for the delivery of the Common Stock Stock, where such payment is made to the Purchase Contract Agent, the “Purchase Contract Settlement Fund”). (b) Upon book-entry transfer On or following the applicable Settlement Date, upon surrender of the Units or Separate Purchase Contracts by book entry transfer or by delivery of any Units or Separate Purchase Contracts in definitive form to the Purchase Contract Agent with duly completed transfer settlement instructions by a Holder or by or on behalf of a Beneficial Ownerin the form attached thereto, the Purchase Contract Agent shall transfer to such Holder or to or on behalf of such Beneficial Owner the shares of Common Stock underlying such Purchase Contracts, together with (i) cash in lieu of fractional shares as provided in Section 4.044.06, (ii) the Separate Note (in the case of the transfer or delivery of Units, but not in the case of settlement on the Mandatory Settlement Date if there remain no unpaid amounts thereon (whether principal, premium, interest or otherwise) such Separate Note also matures on the Mandatory Settlement Date) and (iii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. Such . (c) The shares of Common Stock underlying the Purchase Contracts shall be registered in the name of the Holder or the Holder’s designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent, and the Company will pay all stock transfer and similar taxes attributable to the delivery thereof, unless any such transfer or similar tax is payable in respect of any registration of such shares in a name of a Person other than the Person in whose name the Security evidencing such Purchase Contract is registered, in which case the Company shall not be required to pay any such transfer or similar tax and no such registration shall be made unless the Person requesting such registration has paid any such transfer or similar taxes required by reason of such registration in a name of a Person other than the Person in whose name the Security evidencing such Purchase Contract is registered or has established to the satisfaction of the Company that such tax either has been paid or is not payable. In the event a Holder fails to effect such transfer surrender or deliverydelivery of its Units or Purchase Contracts in accordance with the provisions hereof, the shares of Common Stock underlying such Purchase Contracts, and any distributions thereon comprising a part of the Purchase Contract Settlement Fundthereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the surrender of the relevant Units or Separate Purchase Contracts for settlement in accordance with the provisions hereof or receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Units or Separate Purchase Contracts have been destroyed, lost or stolen, together with any reasonable indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) the expiration passage of two (2) years from the Settlement Date, following which the Purchase Contract Agent shall pay to the Company such Holder’s shares of Common Stock and any distributions thereon; provided, however, that the Purchase Contract Agent, before making any such payment to the Company, may at the expense of the time period specified Company cause to be published once in a newspaper of general circulation in the City of New York or mail to each such Holder notice that such property remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication or mailing, any unclaimed balance of such property then remaining will be repaid to the Company. After payment to the Company, (A) Holders entitled to such property must look to the Company for payment as general creditors, unless applicable abandoned property laws law designates another person, and (B) all liability of the relevant jurisdictionPurchase Contract Agent with respect to such property shall cease.

Delivery Upon Settlement of the Purchase Contracts. (a) Unless the Purchase Contracts have previously settled, the Company shall on the Mandatory Settlement Date issue and deliver to the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Purchase Contracts, the aggregate number of shares of Common Stock to which such Holders are entitled hereunder, registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such shares of Common Stock, together with any dividends or distributions for which shall have been paid thereon, the related a record date or payment date for which shall such dividend or distribution have occurred after the due date for the delivery of the Common Stock Shares to the Purchase Contract Agent, the “Purchase Contract Settlement Fund”). (b) Upon book-entry transfer of the Units or Separate Purchase Contracts or delivery of Units or Separate Purchase Contracts in definitive form to the Purchase Contract Agent with duly completed transfer instructions by a Holder or by or on behalf of a Beneficial Ownerinstructions, the Purchase Contract Agent shall transfer to such Holder or to or on behalf of such Beneficial Owner the shares of Common Stock underlying such Purchase Contracts, together with (i) cash in lieu of fractional shares as provided in Section 4.04, (ii) the Separate Note (in the case of the transfer or delivery of Units, but not in the case of settlement on the Mandatory Settlement Date if there remain no unpaid amounts thereon (whether principal, premium, interest or otherwise) such Separate Note also matures on the Mandatory Settlement Date) and (iii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. Such shares shall be registered in the name of the Holder or the Holder’s designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent, and the Company will pay all stock transfer and similar taxes attributable to the delivery thereof, unless any such transfer or similar tax is payable in respect of any registration of such shares in a name of a Person other than the Person in whose name the Security evidencing such Purchase Contract is registered, in which case the Company shall not be required to pay any such transfer or similar tax and no such registration shall be made unless the Person requesting such registration has paid any such transfer or similar taxes required by reason of such registration in a name of a Person other than the Person in whose name the Security evidencing such Purchase Contract is registered or has established to the satisfaction of the Company that such tax either has been paid or is not payable. In the event a Holder fails to effect such transfer or delivery, the shares of Common Stock underlying such Purchase Contracts, and any distributions thereon comprising a part of the Purchase Contract Settlement Fundthereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the surrender of the relevant Units or Separate Purchase Contracts or receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Units or Separate Purchase Contracts have been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant jurisdiction.

Delivery Upon Settlement of the Purchase Contracts. (a) Unless On the Purchase Contracts have previously settledapplicable Settlement Date, the Company shall on the Mandatory Settlement Date issue and deliver to the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Purchase Contracts, or, in the case of an Early Settlement or an Early Settlement in connection with a Fundamental Change, for the benefit of the Holders of the Purchase Contracts that have elected such Early Settlement or Early Settlement in connection with a Fundamental Change, the aggregate number of shares of Common Stock to which such Holders are entitled hereunder, registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such shares of Common Stock, together with any dividends or distributions which shall have been paid thereon, the related record date for which shall have a payment date has occurred on or prior to the applicable Settlement Date with respect to any dividend or distribution having a Record Date on or after the due date for the delivery of the Common Stock to the Purchase Contract Agentapplicable Determination Date, the “Purchase Contract Settlement Fund”). (b) Upon book-entry transfer . When any shares of the Units or Separate Purchase Contracts or delivery of Units or Separate Purchase Contracts in definitive form Common Stock are required to the Purchase Contract Agent with duly completed transfer instructions by be delivered to a Holder or by or on behalf of a Beneficial Ownerpursuant to this Article 4, the Purchase Contract Agent shall transfer deliver such shares of Common Stock together with any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without interest thereon) to such Holder or such Holder’s designee and the Company shall cause any such shares to or on behalf be registered in the name of such Beneficial Owner Holder or such Holder’s designee. (b) A Holder’s right to receive the shares of Common Stock underlying such Purchase ContractsStock, together with (i) and cash in lieu of fractional shares as provided in Section 4.04, (ii) the Separate Note (in the case of the transfer or delivery of Units, but not in the case of settlement on the Mandatory Settlement Date if there remain no unpaid amounts thereon (whether principal, premium, interest or otherwise) on the Mandatory Settlement Date) and (iii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without upon settlement of any interest thereonof its Purchase Contracts is subject to the following conditions: (i) if the tMEDS that includes such Purchase Contract or such Separate Purchase Contract is represented by a Global Security, to surrendering such Holder by book-entry transfer, Global Security in compliance with the standing arrangements between the Depositary and the Purchase Contract Agent; or other appropriate procedures, in accordance with if the tMEDS that includes such instructions. Such shares shall be registered Purchase Contract or such Separate Purchase Contract is in the name form of the Holder or the Holder’s designee as specified in the settlement instructions provided by the Holder a Definitive Security, surrendering such Definitive Security to the Purchase Contract Agent, Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank and with duly completed settlement instructions in the form attached thereto; and (ii) the payment by such Holder of any transfer or similar taxes payable pursuant to Section 4.03(c). (c) The Company will pay any and all documentary, stamp or similar stock issue or transfer and similar taxes attributable tax due to the delivery thereofissue or transfer of any shares of Common Stock upon settlement of the Purchase Contracts on the Mandatory Settlement Date, or upon an Early Settlement or Early Settlement in connection with a Fundamental Change, unless any such transfer or similar tax is payable in respect of any registration of such shares in a the name of a Person other than the Person in whose name the Security evidencing such Purchase Contract is registered, in which case the Company shall not be required to pay any such transfer or similar tax and no such registration shall be made unless the Person requesting such registration has paid any such transfer or similar taxes tax required by reason of such registration in a the name of a Person other than the Person in whose name the Security evidencing such Purchase Contract is registered or has established to the satisfaction of the Company that such tax either has been paid or is not payable. (d) Subject to satisfaction of the conditions set forth in Section 4.03(b), on the Mandatory Settlement Date, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Settlement Rate to be issued and delivered and the Purchase Contract Agent shall transfer such shares of Common Stock together with (i) cash in lieu of fractional shares as provided in Section 4.07 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon) to such Holder, or the Holder’s designee, by book-entry transfer or other appropriate procedures, in accordance with the duly completed settlement instructions. The Person in whose name any shares of Common Stock shall be issuable upon settlement of any Purchase Contracts on the Mandatory Settlement Date shall become the holder of record of such shares as of the close of business on the last Trading Day of the 20 consecutive Trading Day period during which the Applicable Market Value is determined. (e) In the event a Holder fails to effect such transfer or deliverydelivery of its tMEDS or Purchase Contracts on or prior to the applicable Settlement Date in accordance with this Article 4, the shares of Common Stock underlying such Purchase Contracts, and any cash in lieu of fractional shares and distributions thereon comprising a part of the Purchase Contract Settlement Fundthereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of: (i) the surrender of the relevant Units tMEDS or Separate Purchase Contracts or receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Units tMEDS or Separate Purchase Contracts have been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and (ii) the expiration of the time period specified in the abandoned property laws of the relevant jurisdiction.