Common use of Payment for and Delivery of Contract Shares Clause in Contracts

Payment for and Delivery of Contract Shares. (a) Upon the terms and subject to the conditions of this Agreement, Buyer shall deliver to Subsidiary the Purchase Price on August 30, 1999 (the "PAYMENT DATE") at the offices of Davix Xxxx & Xardxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx at such other place as shall be agreed upon by Buyer and Sellers, paid by certified or official bank check or checks duly endorsed to, or payable to the order of, Subsidiary, or in immediately available funds by wire transfer to an account designated by Subsidiary. (b) On the Maturity Date, Sellers agree, subject to Section 2.04, to deliver to Buyer a number of shares of Free Stock (the "CONTRACT SHARES") equal to the product of (A) the Base Amount and (B) the Exchange Rate, rounded down to the nearest whole number, and cash in an amount equal to the value (based on the Maturity Price) of any fractional share not delivered as a result of such rounding. If (x) by 10:00 A.M., New York City time on the Maturity Date, Sellers have not otherwise effected such delivery of Common Stock (or security entitlements in respect thereof) or delivered cash in lieu thereof pursuant to Section 2.04 and (y) the Common Stock and security entitlements in respect thereof then held by the Collateral Agent as collateral under the Pledge Agreement is Free Stock, then (i) Sellers shall be deemed not to have elected to deliver cash in lieu of shares of Free Stock pursuant to Section 2.04 (notwithstanding any notice by either Seller to the contrary) and (ii) the delivery provided by this Section 2.03(b) shall be effected by delivery by the Collateral Agent to Buyer of a number of shares of Free Stock then held by the Collateral Agent as collateral under the Pledge Agreement equal to the number thereof required to be delivered by Sellers to Buyer pursuant to this Section 2.03(b); provided that, notwithstanding the foregoing and without limiting the generality of Section 8.01, if Sellers give notice of their election to deliver cash in lieu of shares of Free Stock on the Maturity Date pursuant to Section 2.04 and fails to deliver the Cash Settlement Amount on the Maturity Date as provided

Payment for and Delivery of Contract Shares. (a) Upon the terms and subject to the conditions of this Agreement, Buyer shall deliver to Subsidiary the Purchase Price to, or for the account of, Seller on August 30February 27, 1999 2002 (the "PAYMENT DATEPayment Date") at the offices of Davix Xxxx Davis Polk & XardxxxxWardwell, 000 Xxxxxxxxx Xxxxxx450 Lexington Avenue, Xxx XxxxNew York, Xxx Xxxx 00000New York 10000, xx at such other place as shall be agreed upon by Buyer and Sellersxt sxxx xxxxr xxxxx xx xxxxx xx xxxxxx xxxx xx Xxxxx xxx Xxxler, paid by certified or official bank check or checks duly endorsed to, or payable to the order of, SubsidiarySeller, or in immediately available funds by wire transfer to an account designated by SubsidiarySeller. (b) On the Maturity Date, Sellers agreeSeller agrees, subject to Section 2.04, to deliver to Buyer (or an affiliate of Buyer designated by Buyer) (i) a number of shares of Free Stock (the "CONTRACT SHARESContract Shares") equal to the product (the "Contract Share Amount"), rounded down to the nearest whole number, of (A) the Base Amount and (B) the Exchange Rate, rounded down to the nearest whole number, Rate and (ii) cash in an amount equal to the value (based on the Maturity Price) of any fractional share not delivered as a result of such rounding. If (x) by 10:00 A.M., New York City time on the Maturity Date, Sellers have Seller has not otherwise effected such delivery of Common Stock (or security entitlements in respect thereof) or delivered cash in lieu thereof pursuant to Section 2.04 and (y) the Common Stock and security entitlements in respect thereof then held by the Collateral Agent Buyer as collateral under the Pledge Agreement is Free Stock, then (i) Sellers Seller shall be deemed not to have elected to deliver cash in lieu of shares of Free Stock pursuant to Section 2.04 (notwithstanding any notice by either Seller to the contrary) and (ii) the delivery provided by this Section 2.03(b) shall be effected by delivery by to Buyer from the Collateral Agent to Buyer Account in the manner set forth in the Pledge Agreement of a number of shares of Free Stock then held by the Collateral Agent Buyer as collateral under the Pledge Agreement equal to the number thereof required to be delivered by Sellers Seller to Buyer pursuant to this Section 2.03(b); provided that, notwithstanding the foregoing and without limiting the generality of Section 8.01, if Sellers give Seller gives notice of their Seller's election to deliver cash in lieu of shares of Free Stock on the Maturity Date pursuant to Section 2.04 and fails to deliver the Cash Settlement Amount on the Maturity Date as providedprovided in Section 2.04, Seller shall be in breach of this Agreement and shall be liable to Buyer for any losses incurred by Buyer or its affiliates as a result of such breach, including without limitation any aggregate net losses incurred in connection with any decrease in the Closing Price of the Common Stock subsequent to the 30th Exchange Business Day immediately preceding the Maturity Date.

Payment for and Delivery of Contract Shares. (a) Upon the terms and subject to the conditions of this Agreement, Buyer shall deliver to Subsidiary the Purchase Price to, or for the account of, Seller on August 30February 12, 1999 2002 (the "PAYMENT DATEPayment Date") at the offices of Davix Xxxx Davis Polk & XardxxxxWardwell, 000 Xxxxxxxxx Xxxxxx450 Lexington Avenue, Xxx XxxxNew York, Xxx Xxxx New York 00000, xx at such other place as shall be agreed upon by Buyer and Sellersxxxx xxhex xxxxx xx xxxxx xx xxxxxx xxxx xx Xxxxx xxx Xeller, paid by certified or official bank check or checks duly endorsed to, or payable to the order of, SubsidiarySeller, or in immediately available funds by wire transfer to an account designated by SubsidiarySeller. (b) On the Maturity Date, Sellers agreeSeller agrees, subject to Section 2.04, to deliver to Buyer (or an affiliate of Buyer designated by Buyer) (i) a number of shares of Free Stock (the "CONTRACT SHARESContract Shares") equal to the product (the "Contract Share Amount"), rounded down to the nearest whole number, of (A) the Base Amount and (B) the Exchange Rate, rounded down to the nearest whole number, Rate and (ii) cash in an amount equal to the value (based on the Maturity Price) of any fractional share not delivered as a result of such rounding. If (x) by 10:00 A.M., New York City time on the Maturity Date, Sellers have Seller has not otherwise effected such delivery of Common Stock (or security entitlements in respect thereof) or delivered cash in lieu thereof pursuant to Section 2.04 and (y) the Common Stock and security entitlements in respect thereof then held by the Collateral Agent Buyer as collateral under the Pledge Agreement is Free Stock, then (i) Sellers Seller shall be deemed not to have elected to deliver cash in lieu of shares of Free Stock pursuant to Section 2.04 (notwithstanding any notice by either Seller to the contrary) and (ii) the delivery provided by this Section 2.03(b) shall be effected by delivery by to Buyer from the Collateral Agent to Buyer Account in the manner set forth in the Pledge Agreement of a number of shares of Free Stock then held by the Collateral Agent Buyer as collateral under the Pledge Agreement equal to the number thereof required to be delivered by Sellers Seller to Buyer pursuant to this Section 2.03(b); provided that, notwithstanding the foregoing and without limiting the generality of Section 8.01, if Sellers give Seller gives notice of their Seller's election to deliver cash in lieu of shares of Free Stock on the Maturity Date pursuant to Section 2.04 and fails to deliver the Cash Settlement Amount on the Maturity Date as providedprovided in Section 2.04, Seller shall be in breach of this Agreement and shall be liable to Buyer for any losses incurred by Buyer or its affiliates as a result of such breach, including without limitation any aggregate net losses incurred in connection with any decrease in the Closing Price of the Common Stock subsequent to the 30th Exchange Business Day immediately preceding the Maturity Date.

Payment for and Delivery of Contract Shares. (a) Upon the terms and subject to the conditions of this Agreement, Buyer shall deliver to Subsidiary Seller the Purchase Price on August 30December 8, 1999 (the "PAYMENT DATE") at the offices of Davix Xxxx & Xardxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx at such other place as shall be agreed upon by Buyer and SellersSeller, paid by certified or official bank check or checks duly endorsed to, or payable to the order of, Subsidiary, or in immediately available funds by wire transfer to an account designated by SubsidiarySeller. (b) On the Maturity Date, Sellers agreeSeller agrees, subject to Section 2.04, to deliver to Buyer (i) a number of shares of Free Stock (the "CONTRACT SHARES") equal to the product (the "CONTRACT SHARE AMOUNT"), rounded down to the nearest whole number, of (A) the Base Amount and (B) the Exchange Rate, rounded down to the nearest whole number, Rate and (ii) cash in an amount equal to the value (based on the Maturity Price) of any fractional share not delivered as a result of such rounding. If (x) by 10:00 A.M., New York City time on the Maturity Date, Sellers have Seller has not otherwise effected such delivery of Common Stock (or security entitlements in respect thereof) or delivered cash in lieu thereof pursuant to Section 2.04 and (y) the Common Stock and security entitlements in respect thereof then held by the Collateral Agent or on behalf of Secured Party as collateral under the Pledge Agreement is Free Stock, then (i) Sellers Seller shall be deemed not to have elected to deliver cash in lieu of shares of Free Stock pursuant to Section 2.04 (notwithstanding any notice by either Seller to the contrary) and (ii) the delivery provided by this Section 2.03(b) shall be effected by delivery by to Buyer from the Collateral Agent to Buyer Account in the manner set forth in the Pledge Agreement of a number of shares of Free Stock then held by the Collateral Agent or on behalf of Secured Party as collateral under the Pledge Agreement equal to the number thereof required to be delivered by Sellers Seller to Buyer pursuant to this Section 2.03(b); provided that, notwithstanding the foregoing and without limiting the generality of Section 8.01, if Sellers give Seller gives notice of their Seller's election to deliver cash in lieu of shares of Free Stock on the Maturity Date pursuant to Section 2.04 and fails to deliver the Cash Settlement Amount on the Maturity Date as providedprovided in Section 2.04, Seller shall be in breach of this Agreement and shall be liable to Buyer for any damages suffered by Buyer as a result of such breach, including without limitation damages suffered in connection with any decrease in the Closing Price per share of

Payment for and Delivery of Contract Shares. (a) Upon the terms and subject to the conditions of this Agreement, Buyer shall deliver to Subsidiary the Purchase Price to, or for the account of, Seller on August 30January 31, 1999 2002 (the "PAYMENT DATEPayment Date") at the offices of Davix Xxxx Davis Polk & XardxxxxWxxxxxxx, 000 Xxxxxxxxx 050 Xxxxxxxxn Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx at such other xx xxxx xther place as shall be agreed upon by Buyer and SellersSeller, paid by certified or official bank check or checks duly endorsed to, or payable to the order of, SubsidiarySeller, or in immediately available funds by wire transfer to an account designated by SubsidiarySeller. (b) On the Maturity Date, Sellers agreeSeller agrees, subject to Section 2.04, to deliver to Buyer (i) a number of shares of Free Stock (the "CONTRACT SHARESContract Shares") equal to the product (the "Contract Share Amount"), rounded down to the nearest whole number, of (A) the Base Amount and (B) the Exchange Rate, rounded down to the nearest whole number, Rate and (ii) cash in an amount equal to the value (based on the Maturity Price) of any fractional share not delivered as a result of such rounding. If (x) by 10:00 A.M., New York City time on the Maturity Date, Sellers have Seller has not otherwise effected such delivery of Common Stock (or security entitlements in respect thereof) or delivered cash in lieu thereof pursuant to Section 2.04 and (y) the Common Stock and security entitlements in respect thereof then held by the Collateral Agent or on behalf of Secured Party as collateral under the Pledge Agreement is Free Stock, then (i) Sellers Seller shall be deemed not to have elected to deliver cash in lieu of shares of Free Stock pursuant to Section 2.04 (notwithstanding any notice by either Seller to the contrary) and (ii) the delivery provided by this Section 2.03(b) shall be effected by delivery by to Buyer from the Collateral Agent to Buyer Account in the manner set forth in the Pledge Agreement of a number of shares of Free Stock then held by the Collateral Agent or on behalf of Secured Party as collateral under the Pledge Agreement equal to the number thereof required to be delivered by Sellers Seller to Buyer pursuant to this Section 2.03(b); provided that, notwithstanding the foregoing and without limiting the generality of Section 8.01, if Sellers give Seller gives notice of their Seller's election to deliver cash in lieu of shares of Free Stock on the Maturity Date pursuant to Section 2.04 and fails to deliver the Cash Settlement Amount on the Maturity Date as providedprovided in Section 2.04, Seller shall be in breach of this Agreement and shall be liable to Buyer for any losses incurred by Buyer or its affiliates as a result of such breach, including without limitation any aggregate net losses incurred in connection with any decrease in the Closing Price of the Common Stock subsequent to the 30th Exchange Business Day immediately preceding the Maturity Date.

Payment for and Delivery of Contract Shares. (a) Upon the terms and subject to the conditions of this Agreement, Buyer shall deliver to Subsidiary the Purchase Price on August March 30, 1999 (the "PAYMENT DATE") at the offices of Davix Xxxx & Xardxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx at such other place as shall be agreed upon by Buyer and Sellers, paid by certified or official bank check or checks duly endorsed to, or payable to the order of, Subsidiary, or in immediately available funds by wire transfer to an account designated by Subsidiary. (b) On the Maturity Date, Sellers agree, subject to Section 2.04, to deliver to Buyer a number of shares of Free Stock (the "CONTRACT SHARES") equal to the product of (A) the Base Amount and (B) the Exchange Rate, rounded down to the nearest whole number, and cash in an amount equal to the value (based on the Maturity Price) of any fractional share not delivered as a result of such rounding. If (x) by 10:00 A.M., New York City time on the Maturity Date, Sellers have not otherwise effected such delivery of Common Stock (or security entitlements in respect thereof) or delivered cash in lieu thereof pursuant to Section 2.04 and (y) the Common Stock and security entitlements in respect thereof then held by the Collateral Agent as collateral under the Pledge Agreement is Free Stock, then (i) Sellers shall be deemed not to have elected to deliver cash in lieu of shares of Free Stock pursuant to Section 2.04 (notwithstanding any notice by either Seller to the contrary) and (ii) the delivery provided by this Section 2.03(b) shall be effected by delivery by the Collateral Agent to Buyer of a number of shares of Free Stock then held by the Collateral Agent as collateral under the Pledge Agreement equal to the number thereof required to be delivered by Sellers to Buyer pursuant to this Section 2.03(b); provided that, notwithstanding the foregoing and without limiting the generality of Section 8.01, if Sellers give notice of their election to deliver cash in lieu of shares of Free Stock on the Maturity Date pursuant to Section 2.04 and fails to deliver the Cash Settlement Amount on the Maturity Date as providedgenerality

Payment for and Delivery of Contract Shares. (a) Upon the terms and subject to the conditions of this Agreement, Buyer shall deliver to Subsidiary the Purchase Price to, or for the account of, Seller on August 30January 31, 1999 2002 (the "PAYMENT DATEPayment Date") at the offices of Davix Xxxx Davis Polk & XardxxxxWaxxxxxx, 000 Xxxxxxxxx XxxxxxLxxxxxxxx Axxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx at such other xx xxxx xxher place as shall be agreed upon by Buyer and SellersSeller, paid by certified or official bank check or checks duly endorsed to, or payable to the order of, SubsidiarySeller, or in immediately available funds by wire transfer to an account designated by SubsidiarySeller. (b) On the Maturity Date, Sellers agreeSeller agrees, subject to Section 2.04, to deliver to Buyer (i) a number of shares of Free Stock (the "CONTRACT SHARESContract Shares") equal to the product (the "Contract Share Amount"), rounded down to the nearest whole number, of (A) the Base Amount and (B) the Exchange Rate, rounded down to the nearest whole number, Rate and (ii) cash in an amount equal to the value (based on the Maturity Price) of any fractional share not delivered as a result of such rounding. If (x) by 10:00 A.M., New York City time on the Maturity Date, Sellers have Seller has not otherwise effected such delivery of Common Stock (or security entitlements in respect thereof) or delivered cash in lieu thereof pursuant to Section 2.04 and (y) the Common Stock and security entitlements in respect thereof then held by the Collateral Agent or on behalf of Secured Party as collateral under the Pledge Agreement is Free Stock, then (i) Sellers Seller shall be deemed not to have elected to deliver cash in lieu of shares of Free Stock pursuant to Section 2.04 (notwithstanding any notice by either Seller to the contrary) and (ii) the delivery provided by this Section 2.03(b) shall be effected by delivery by to Buyer from the Collateral Agent to Buyer Account in the manner set forth in the Pledge Agreement of a number of shares of Free Stock then held by the Collateral Agent or on behalf of Secured Party as collateral under the Pledge Agreement equal to the number thereof required to be delivered by Sellers Seller to Buyer pursuant to this Section 2.03(b); provided that, notwithstanding the foregoing and without limiting the generality of Section 8.01, if Sellers give Seller gives notice of their Seller's election to deliver cash in lieu of shares of Free Stock on the Maturity Date pursuant to Section 2.04 and fails to deliver the Cash Settlement Amount on the Maturity Date as providedprovided in Section 2.04, Seller shall be in breach of this Agreement and shall be liable to Buyer for any losses incurred by Buyer or its affiliates as a result of such breach, including without limitation any aggregate net losses incurred in connection with any decrease in the Closing Price of the Common Stock subsequent to the 30th Exchange Business Day immediately preceding the Maturity Date.