Common use of Net Share Settlement Clause in Contracts

Net Share Settlement. If Net Share Settlement is applicable to any Exercisable Option exercised or deemed exercised hereunder, Dealer will deliver to Counterparty, on the relevant Settlement Date for each such Exercisable Option a number of Shares (the “Net Share Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for each such Exercisable Option, of (i) the Daily Option Value for such Valid Day, divided by (ii) the Relevant Price on such Valid Day, divided by (iii) the number of Valid Days in the Settlement Averaging Period; provided that in no event shall the Net Share Settlement Amount exceed a number of Shares equal to the product of the Applicable Percentage and the excess of (i) the aggregate number of Shares that Counterparty is obligated to deliver to the holder of the related Convertible Note pursuant to Section 9.03(b) of the Supplemental Indenture, over (ii) a number of Shares equal to USD 1,000 divided by the Relevant Price on the last Valid Day of the Settlement Averaging Period. Dealer will deliver cash in lieu of any fractional Shares to be delivered with respect to any Net Share Settlement Share Amount valued at the Relevant Price for the last Valid Day of the Settlement Averaging Period.

Net Share Settlement. If Net Share Settlement is applicable to any Exercisable Option exercised or deemed exercised hereunder, Dealer will deliver to Counterparty, on the relevant Settlement Date for each such Exercisable Option Option, a number of Shares (the “Net Share Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for each such Exercisable Option, of (i) the Daily Option Value for such Valid Day, divided by (ii) the Relevant Price on such Valid Day, divided by (iii) the number of Valid Days in the Settlement Averaging Period; provided that in no event shall the Net Share Settlement Amount for any Exercisable Option exceed a number of Shares equal to the product of the Applicable Percentage and the excess of (i) the aggregate number of Shares that Counterparty is obligated to deliver to the holder of the related Convertible Note pursuant to Section 9.03(b) of the Supplemental Indenture, over (ii) a number of Shares equal to USD 1,000 Limit for such Exercisable Option divided by the Relevant Price on the last Valid Day of the Settlement Averaging Period. Dealer will deliver cash in lieu of any fractional Shares to be delivered with respect to any Net Share Settlement Share Amount valued at the Relevant Price for the last Valid Day of the Settlement Averaging Period.

Net Share Settlement. If Net Share Settlement is applicable to any Exercisable Option exercised or deemed exercised hereunder, Dealer will deliver to Counterparty, on the relevant Settlement Date for each such Exercisable Option Option, a number of Shares (the “Net Share Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for each such Exercisable Option, of (i) (a) the Daily Option Value for such Valid Day, divided by (iib) the Relevant Price on such Valid Day, divided by (iiiii) the number of Valid Days in the Settlement Averaging Period; provided that in no event shall the Net Share Settlement Amount for any Option exceed a number of Shares equal to the product of the Applicable Percentage and the excess of (i) the aggregate number of Shares that Counterparty is obligated to deliver to the holder of the related Convertible Note pursuant to Section 9.03(b) of the Supplemental Indenture, over (ii) a number of Shares equal to USD 1,000 Limit for such Option divided by the Relevant Applicable Limit Price on the last Valid Day Settlement Date for such Option. Counterparty shall notify Dealer (which notice may, for the avoidance of doubt, be by email) of such amount of cash, if any, and number of Shares, if any, that the Counterparty will be delivering to holders of the Convertible Notes pursuant to the terms of the Indenture prior to the Settlement Averaging PeriodDate. Dealer will deliver pay cash in lieu of delivering any fractional Shares to be delivered with respect to any Net Share Settlement Share Amount valued at the Relevant Price for the last Valid Day of the Settlement Averaging Period.

Net Share Settlement. If Net Share Settlement is applicable to any Exercisable Option exercised or deemed exercised hereunder, Dealer will deliver to Counterparty, on the relevant Settlement Date for each such Exercisable Option Option, a number of Shares (the “Net Share Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for each such Exercisable Option, of (i) (a) the Daily Option Value for such Valid Day, divided by (iib) the Relevant Price on such Valid Day, divided by (iiiii) the number of Valid Days in the Settlement Averaging Period; provided that in no event shall the Net Share Settlement Amount for any Option exceed a number of Shares equal to the product of the Applicable Percentage and the excess of (i) the aggregate number of Shares that Counterparty is obligated to deliver to the holder of the related Convertible Note pursuant to Section 9.03(b) of the Supplemental Indenture, over (ii) a number of Shares equal to USD 1,000 Limit for such Option divided by the Relevant Applicable Limit Price on the last Valid Day Settlement Date for such Option. Counterparty shall notify Dealer (which notice may, for the avoidance of doubt, be by email) of such amount of cash, if any, and number of Shares, if any, that Counterparty will be delivering to holders of the Convertible Notes pursuant to the terms of the Indenture prior to the Settlement Averaging PeriodDate. Dealer will deliver pay cash in lieu of delivering any fractional Shares to be delivered with respect to any Net Share Settlement Share Amount valued at the Relevant Price for the last Valid Day of the Settlement Averaging Period.