Common use of Payments and Deliveries Clause in Contracts

Payments and Deliveries. On the third Scheduled Trading Day following the final Hedge Unwind Date or, if such day is not a Clearance System Business Day, on the next Clearance System Business Day immediately following such day (the “Payment Date”), Dealer shall pay to Company in immediately available funds cash in an amount equal to the Cash Settlement Amount. The “Cash Settlement Amount” shall mean an amount in US Dollars determined by Dealer according to the table set forth in Schedule A attached hereto (using linear interpolation or commercially reasonable extrapolation by Dealer, as applicable, to determine the Cash Settlement Amount for any Average VWAP not specifically appearing in Schedule A). “Average VWAP” means the arithmetic average of the VWAP Prices for each Hedge Unwind Date during the Hedge Unwind Period. “VWAP Price” for any Scheduled Trading Day means the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page EZPW <equity> AQR (or any successor thereto) in respect of the period from 9:30 am to 4:00 pm (New York City time) on such Scheduled Trading Day (or if such volume-weighted average price is unavailable, the market value of one Share on such Scheduled Trading Day for such time period, as determined by Dealer). Notwithstanding the foregoing, if any Scheduled Trading Day in the Hedge Unwind Period is a Disrupted Day (in whole or in part), then the VWAP Price for such Scheduled Trading Day(s) shall be the volume-weighted average price per Share on such Scheduled Trading Day on the Exchange for such time period, as determined by Dealer based on such sources as it deems appropriate using a volume-weighted methodology, for the portion of such Scheduled Trading Day for which Dealer determines there is no Market Disruption Event with respect to the Shares (if any) and the number of Hedge Unwind Dates and the Cash Settlement Amount shall be adjusted by Dealer in its good faith, commercially reasonable discretion to account for such disruption and/or extension.

Payments and Deliveries. On the third Scheduled Trading Day following the final Hedge Unwind Date or, if such day is not a Clearance System Business Day, on the next Clearance System Business Day immediately following such day (the “Payment Date”), Dealer Company shall pay to Company Dealer in immediately available funds cash in an amount equal to the Cash Settlement Amount. The “Cash Settlement Amount” shall mean an amount in US Dollars determined by Dealer according to the table set forth in Schedule A attached hereto (using linear interpolation or commercially reasonable extrapolation by Dealer, as applicable, to determine the Cash Settlement Amount for any Average VWAP not specifically appearing in Schedule A). “Average VWAP” means the arithmetic average of the VWAP Prices for each Hedge Unwind Date during the Hedge Unwind Period. “VWAP Price” for any Scheduled Trading Day means the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page EZPW <equity> AQR (or any successor thereto) in respect of the period from 9:30 am to 4:00 pm (New York City time) on such Scheduled Trading Day (or if such volume-weighted average price is unavailable, the market value of one Share on such Scheduled Trading Day for such time period, as determined by Dealer). Notwithstanding the foregoing, if any Scheduled Trading Day in the Hedge Unwind Period is a Disrupted Day (in whole or in part), then the VWAP Price for such Scheduled Trading Day(s) shall be the volume-weighted average price per Share on such Scheduled Trading Day on the Exchange for such time period, as determined by Dealer based on such sources as it deems appropriate using a volume-weighted methodology, for the portion of such Scheduled Trading Day for which Dealer determines there is no Market Disruption Event with respect to the Shares (if any) and the number of Hedge Unwind Dates and the Cash Settlement Amount shall be adjusted by Dealer in its good faith, commercially reasonable discretion to account for such disruption and/or extension.

Payments and Deliveries. On no later than the third Scheduled Trading Day following the final last day of the Hedge Unwind Date Period or, if such day is not a Clearance System Currency Business Day, on the next Clearance System Currency Business Day immediately following such day (the “Payment Date”), Dealer Company shall pay to Company Dealer in immediately available funds cash in an amount equal to the Cash Settlement Amount. The “Cash Settlement Amount” shall mean an amount in US Dollars of cash determined by Dealer according Calculation Agent pursuant to the table set forth in Schedule A attached hereto (using linear interpolation or commercially reasonable extrapolation by DealerCalculation Agent, as applicable, to determine the Cash Settlement Amount for any Average VWAP not specifically appearing in Schedule A). “Average VWAP” means the arithmetic average of the VWAP Prices for each Hedge Unwind Date during the Hedge Unwind Period. “VWAP Price” for any Scheduled Trading Day means the per Share Rule 10b-18 volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page EZPW KBR <equity> AQR AQR_SEC (or any successor thereto) in respect of the period from 9:30 am the scheduled opening time of the Exchange to 4:00 pm (New York City time) the Scheduled Closing Time on such Scheduled Trading Day (or if such volume-weighted average price is #97533229v2 unavailable, the market value of one Share on such Scheduled Trading Day for such time period, as determined by Dealerthe Calculation Agent). Notwithstanding the foregoing, if any Scheduled Trading Day in the Hedge Unwind Period is a Disrupted Day (in whole or in part)Day, then the Calculation Agent may determine that (i) such Disrupted Day is a Disrupted Day in full, in which case the VWAP Price for such Disrupted Day shall not be included for purposes of determining the Average VWAP or (ii) such Disrupted Day is a Disrupted Day only in part, in which case (x) the VWAP Price for such Disrupted Day shall be determined by the Calculation Agent based on the Rule 10b-18 eligible transactions in the Shares on such Disrupted Day taking into account the nature and duration of the relevant Market Disruption Event, and (y) the weighting of the VWAP Price for the relevant Exchange Business Days during the Hedge Unwind Period shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Average VWAP with such adjustments based on, among other factors, the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares, and the Calculation Agent shall provide Company notice of any such adjustments promptly following such partially Disrupted Day. If a Disrupted Day occurs during the Hedge Unwind Period and each of the nine immediately following Scheduled Trading Day(s) Days is a Disrupted Day, then the Calculation Agent shall be the volume-weighted average price per Share on deem such ninth Scheduled Trading Day to be an Exchange Business Day that is not a Disrupted Day, and determine the VWAP Price for such day using its good faith and commercially reasonable estimate of the value of the Shares on such day based on the volume, historical trading patterns and price of the Shares, and such other factors as it reasonably deems appropriate. Any Exchange for such time periodBusiness Day on which, as determined by Dealer based of the date hereof, the Exchange is scheduled to close prior to its normal close of trading shall be deemed not to be an Exchange Business Day; if a closure of the Exchange prior to its normal close of trading on any Exchange Business Day is scheduled following the date hereof, then such sources as it deems appropriate using Exchange Business Day shall be deemed to be a volume-weighted methodology, for the portion of such Scheduled Trading Disrupted Day for which Dealer determines there is no Market Disruption Event with respect in full. Notwithstanding anything to the Shares (if any) contrary in the Warrants Confirmation, Company and Dealer agree that the number of Hedge Unwind Dates and the Cash Settlement Amount Warrants Transaction shall be adjusted by Dealer settled in its good faith, commercially reasonable discretion to account for such disruption and/or extensionaccordance with this Agreement in lieu of the settlement provisions set forth in the Warrants Confirmation.

Payments and Deliveries. On no later than the third Scheduled Trading Day following the final last day of the Hedge Unwind Date Period or, if such day is not a Clearance System Currency Business Day, on the next Clearance System Currency Business Day immediately following such day (the “Payment Date”), Dealer Company shall pay to Company Dealer in immediately available funds cash in an amount equal to the Cash Settlement Amount. The “Cash Settlement Amount” shall mean an amount in US Dollars of cash determined by Dealer according Calculation Agent pursuant to the table set forth in Schedule A attached hereto (using linear interpolation or commercially reasonable extrapolation by DealerCalculation Agent, as applicable, to determine the Cash Settlement Amount for any Average VWAP not specifically appearing in Schedule A). “Average VWAP” means the arithmetic average of the VWAP Prices for each Hedge Unwind Date during the Hedge Unwind Period. “VWAP Price” for any Scheduled Trading Day means the per #97533228v2 Share Rule 10b-18 volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page EZPW KBR <equity> AQR AQR_SEC (or any successor thereto) in respect of the period from 9:30 am the scheduled opening time of the Exchange to 4:00 pm (New York City time) the Scheduled Closing Time on such Scheduled Trading Day (or if such volume-weighted average price is unavailable, the market value of one Share on such Scheduled Trading Day for such time period, as determined by Dealerthe Calculation Agent). Notwithstanding the foregoing, if any Scheduled Trading Day in the Hedge Unwind Period is a Disrupted Day (in whole or in part)Day, then the Calculation Agent may determine that (i) such Disrupted Day is a Disrupted Day in full, in which case the VWAP Price for such Disrupted Day shall not be included for purposes of determining the Average VWAP or (ii) such Disrupted Day is a Disrupted Day only in part, in which case (x) the VWAP Price for such Disrupted Day shall be determined by the Calculation Agent based on the Rule 10b-18 eligible transactions in the Shares on such Disrupted Day taking into account the nature and duration of the relevant Market Disruption Event, and (y) the weighting of the VWAP Price for the relevant Exchange Business Days during the Hedge Unwind Period shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Average VWAP with such adjustments based on, among other factors, the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares, and the Calculation Agent shall provide Company notice of any such adjustments promptly following such partially Disrupted Day. If a Disrupted Day occurs during the Hedge Unwind Period and each of the nine immediately following Scheduled Trading Day(s) Days is a Disrupted Day, then the Calculation Agent shall be the volume-weighted average price per Share on deem such ninth Scheduled Trading Day to be an Exchange Business Day that is not a Disrupted Day, and determine the VWAP Price for such day using its good faith and commercially reasonable estimate of the value of the Shares on such day based on the volume, historical trading patterns and price of the Shares, and such other factors as it reasonably deems appropriate. Any Exchange for such time periodBusiness Day on which, as determined by Dealer based of the date hereof, the Exchange is scheduled to close prior to its normal close of trading shall be deemed not to be an Exchange Business Day; if a closure of the Exchange prior to its normal close of trading on any Exchange Business Day is scheduled following the date hereof, then such sources as it deems appropriate using Exchange Business Day shall be deemed to be a volume-weighted methodology, for the portion of such Scheduled Trading Disrupted Day for which Dealer determines there is no Market Disruption Event with respect in full. Notwithstanding anything to the Shares (if any) contrary in the Warrants Confirmation, Company and Dealer agree that the number of Hedge Unwind Dates and the Cash Settlement Amount Warrants Transaction shall be adjusted by Dealer settled in its good faith, commercially reasonable discretion to account for such disruption and/or extensionaccordance with this Agreement in lieu of the settlement provisions set forth in the Warrants Confirmation.

Payments and Deliveries. On no later than the third Scheduled Trading Day following the final last day of the Hedge Unwind Date Period or, if such day is not a Clearance System Currency Business Day, on the next Clearance System Currency Business Day immediately following such day (the “Payment Date”), Dealer Company shall pay to Company Dealer in immediately available funds cash in an amount equal to the Cash Settlement Amount. The “Cash Settlement Amount” shall mean an amount in US Dollars of cash determined by Dealer according Calculation Agent pursuant to the table set forth in Schedule A attached hereto (using linear interpolation or commercially reasonable extrapolation by DealerCalculation Agent, as applicable, to determine the Cash Settlement Amount for any Average VWAP not specifically appearing in Schedule A). “Average VWAP” means the arithmetic average of the VWAP Prices for each Hedge Unwind Date during the Hedge Unwind Period. “VWAP Price” for any Scheduled Trading Day means the per Share Rule 10b-18 volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page EZPW KBR <equity> AQR AQR_SEC (or any successor thereto) in respect of the period from 9:30 am the scheduled opening time of the #97533236v1 Exchange to 4:00 pm (New York City time) the Scheduled Closing Time on such Scheduled Trading Day (or if such volume-weighted average price is unavailable, the market value of one Share on such Scheduled Trading Day for such time period, as determined by Dealerthe Calculation Agent). Notwithstanding the foregoing, if any Scheduled Trading Day in the Hedge Unwind Period is a Disrupted Day (in whole or in part)Day, then the Calculation Agent may determine that (i) such Disrupted Day is a Disrupted Day in full, in which case the VWAP Price for such Disrupted Day shall not be included for purposes of determining the Average VWAP or (ii) such Disrupted Day is a Disrupted Day only in part, in which case (x) the VWAP Price for such Disrupted Day shall be determined by the Calculation Agent based on the Rule 10b-18 eligible transactions in the Shares on such Disrupted Day taking into account the nature and duration of the relevant Market Disruption Event, and (y) the weighting of the VWAP Price for the relevant Exchange Business Days during the Hedge Unwind Period shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Average VWAP with such adjustments based on, among other factors, the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares, and the Calculation Agent shall provide Company notice of any such adjustments promptly following such partially Disrupted Day. If a Disrupted Day occurs during the Hedge Unwind Period and each of the nine immediately following Scheduled Trading Day(s) Days is a Disrupted Day, then the Calculation Agent shall be the volume-weighted average price per Share on deem such ninth Scheduled Trading Day to be an Exchange Business Day that is not a Disrupted Day, and determine the VWAP Price for such day using its good faith and commercially reasonable estimate of the value of the Shares on such day based on the volume, historical trading patterns and price of the Shares, and such other factors as it reasonably deems appropriate. Any Exchange for such time periodBusiness Day on which, as determined by Dealer based of the date hereof, the Exchange is scheduled to close prior to its normal close of trading shall be deemed not to be an Exchange Business Day; if a closure of the Exchange prior to its normal close of trading on any Exchange Business Day is scheduled following the date hereof, then such sources as it deems appropriate using Exchange Business Day shall be deemed to be a volume-weighted methodology, for the portion of such Scheduled Trading Disrupted Day for which Dealer determines there is no Market Disruption Event with respect in full. Notwithstanding anything to the Shares (if any) contrary in the Warrants Confirmation, Company and Dealer agree that the number of Hedge Unwind Dates and the Cash Settlement Amount Warrants Transaction shall be adjusted by Dealer settled in its good faith, commercially reasonable discretion to account for such disruption and/or extensionaccordance with this Agreement in lieu of the settlement provisions set forth in the Warrants Confirmation.

Payments and Deliveries. [On the third second Scheduled Trading Day following the final Hedge Unwind Date or, if such day is not a Clearance System Business Day, on the next Clearance System Business Day immediately following such day (the “Payment Delivery Date”), Dealer Company shall pay deliver to Dealer, to the account specified in Section 7 hereof, [_______] Shares (the “Share Settlement Amount”).] [On the second Scheduled Trading Day following the last day of the Hedge Unwind Period or, if such day is not a Clearance System Business Day, on the next Clearance System Business Day immediately following such day (the “Delivery Date”), Company shall deliver to Dealer, to the account specified in immediately available funds cash in an amount Section 7 hereof, a number of Shares equal to the Cash Share Settlement Amount. The “Cash Share Settlement Amount” shall mean an amount in US Dollars a number of Shares equal to the sum of the Closing Share Settlement Amount and the VWAP Share Settlement Amount. The “Closing Share Settlement Amount” shall mean [_______] Shares. The “VWAP Share Settlement Amount” shall mean a number of Shares determined by Dealer according pursuant to the relevant table set forth in Schedule A attached hereto (using linear interpolation or commercially reasonable extrapolation by Dealerlinear extrapolation, as applicable, to determine the Cash VWAP Share Settlement Amount for any Average VWAP not specifically appearing in Schedule A). “Average VWAP” means the arithmetic average of the VWAP Prices for each Hedge Unwind Date during the Hedge Unwind Period. “VWAP Price” for any Scheduled Trading Day means the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page EZPW NOW <equity> AQR (or any successor thereto) in respect of the period from 9:30 am to 4:00 pm (New York City time) on such Scheduled Trading Day (or if such volume-weighted average price is unavailable, the market value of one Share on such Scheduled Trading Day for such time period, as determined by DealerDealer in a commercially reasonable manner). Notwithstanding the foregoing, if (i) any Scheduled Trading Day in the Hedge Unwind Period is a Disrupted Day (in whole or in part)) or (ii) Dealer determines in its commercially reasonable judgment that on any Scheduled Trading Day during the Hedge Unwind Period that an extension of the Hedge Unwind Period is reasonably necessary or appropriate to preserve Dealer’s hedge unwind activity hereunder in light of existing liquidity conditions or to enable Dealer to effect purchase and/or sales of Shares in connection with its hedge unwind activity hereunder in a manner that would be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer, then the VWAP Price for such Scheduled Trading Day(s) shall be the volume-weighted average price per Share on such Scheduled Trading Day on the Exchange for such time period, as determined by Dealer based on such sources as it deems appropriate using a volume-weighted methodology, for the portion of such Scheduled Trading Day for which Dealer determines there is no Market Disruption Event with respect to the Shares (if any) and the number of Hedge Unwind Dates and the Cash VWAP Share Settlement Amount shall be adjusted by Dealer in its good faith, commercially reasonable discretion to account for such disruption and/or extension.]

Payments and Deliveries. On the third first Scheduled Trading Day following the final last day of the Hedge Unwind Date Period or, if such day is not a Clearance System Business Day, on the next Clearance System Business Day immediately following such day (the “Payment Delivery Date”), Dealer Company shall pay deliver to Company in immediately available funds cash in an amount equal Dealer, to the Cash account specified in Section 7 hereof, the Share Settlement Amount. The “Cash Share Settlement Amount” shall mean an amount in US Dollars a number of Shares determined by Dealer according pursuant to the relevant table set forth in Schedule A attached hereto (using linear interpolation or commercially reasonable linear extrapolation by Dealer, as applicable, to determine the Cash Settlement Amount for any Average 10b-18 VWAP not specifically appearing in Schedule A). Dealer shall notify Company of the applicable Share Settlement Amount as soon as reasonably practicable after 5:00 pm (New York City time) on the last Scheduled Trading Day of the Hedge Unwind Period. “Average 10b-18 VWAP” means the arithmetic average of the Rule 10b-18 VWAP Prices for each Hedge Unwind Date during the Hedge Unwind Period. “Rule 10b-18 VWAP Price” for any Scheduled Trading Day means the per Share Rule 10b-18 volume-weighted average price at which the Shares trade as displayed under reported in the heading “composite transactions for United States exchanges and quotation systems, during the regular trading session for the Exchange on such Scheduled Trading Day, as published by Bloomberg VWAP” at 4:15 p.m. New York City time (or 15 minutes following the end of any extension of the regular trading session) on such Scheduled Trading Day, on Bloomberg page EZPW Page NOW <equity> AQR SEC (or any successor thereto) ), absent manifest error or unavailability of such page or a successor thereto, in respect of which case Dealer shall determine the period from 9:30 am to 4:00 pm (New York City time) on Rule 10b-18 VWAP Price for such Scheduled Trading Day (or if such using a volume-weighted average price is unavailablemethod (in which case, for purposes of calculating the market value of one Share on Rule 10b-18 VWAP Price for such Scheduled Trading Day for such Day, Dealer will include only those trades that are reported during the period of time periodduring which Company could purchase its own shares under Rule 10b-18(b)(2) and are effected pursuant to the conditions of Rule 10b-18(b)(3), each under the Securities Exchange Act of 1934, as determined by Dealeramended (the “Exchange Act”). Notwithstanding the foregoing, if (i) any Scheduled Trading Day in the Hedge Unwind Period is a Disrupted Day (in whole or in part)) or (ii) Dealer determines in its commercially reasonable judgment that on any Scheduled Trading Day during the Hedge Unwind Period that an extension of the Hedge Unwind Period is reasonably necessary or appropriate to preserve Dealer’s hedge unwind activity hereunder in light of existing liquidity conditions or to enable Dealer to effect purchase and/or sales of Shares in connection with its hedge unwind activity hereunder in a manner that would be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer, then the Rule 10b-18 VWAP Price for such Scheduled Trading Day(s) shall be the volume-weighted average price per Share on such Scheduled Trading Day on the Exchange for such time period, as determined by Dealer based on such sources as it deems appropriate using a volume-weighted methodology, for the portion of such Scheduled Trading Day for which Dealer determines there is no Market Disruption Event with respect to the Shares (if any) and the number of Hedge Unwind Dates and the Cash Share Settlement Amount shall be adjusted by Dealer in its good faith, commercially reasonable discretion to account for such disruption and/or extension. Dealer and Company agree that this Agreement shall be interpreted to comply with the requirements of Rule 10b5-1(c) under the Exchange Act, and Company shall not take any action that results in this Agreement not so complying with such requirements.

Payments and Deliveries. On the third Scheduled Trading Day following the final Hedge Unwind Date or, if such day is not a Clearance System Business Day, on the next Clearance System Business Day immediately following such day (the “Payment Date”), Dealer shall pay to Company in immediately available funds cash in an amount equal to the Cash Settlement Amount. The “Cash Settlement Amount” shall mean an amount in US Dollars determined by Dealer according to the table set forth in Schedule A attached hereto (using linear interpolation or commercially reasonable extrapolation by Dealer, as applicable, to determine the Cash Settlement Amount for any Average VWAP not specifically appearing in Schedule A). “Average VWAP” means the arithmetic average of the VWAP Prices for each Hedge Unwind Date during the Hedge Unwind Period. “VWAP Price” for any Scheduled Trading Day means the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page EZPW <equity> AQR (or any successor thereto) in respect of the period from 9:30 am to 4:00 pm (New York City time) on such Scheduled Trading Day (or if such volume-weighted average price is unavailable, the market value of one Share on such Scheduled Trading Day for such time period, as determined by Dealer). Notwithstanding the foregoing, if any Scheduled Trading Day in the Hedge Unwind Period is a Disrupted Day (in whole or in part), then the VWAP Price for such Scheduled Trading Day(s) shall be the volume-weighted average price per Share on such Scheduled Trading Day on the Exchange for such time period, as determined by Dealer based on such sources as it deems appropriate using a volume-weighted methodology, for the portion of such Scheduled Trading Day for which Dealer determines there is no Market Disruption Event with respect to the Shares (if any) and the number of Hedge Unwind Dates and the Cash Settlement Amount shall be adjusted by Dealer in its good faith, commercially reasonable discretion to account for such disruption and/or extension. 5.

Payments and Deliveries. On the third [first] Scheduled Trading Day following the final last day of the Hedge Unwind Date Period or, if such day is not a Clearance System Business Day, on the next Clearance System Business Day immediately following such day (the “Payment Delivery Date”), Dealer Company shall pay deliver to Company in immediately available funds cash in an amount equal Dealer, to the Cash account specified in Section 7 hereof, the Share Settlement Amount. The “Cash Share Settlement Amount” shall mean an amount in US Dollars a number of Shares determined by Dealer according pursuant to the relevant table set forth in Schedule A attached hereto (using linear interpolation or commercially reasonable linear extrapolation by Dealer, as applicable, to determine the Cash Settlement Amount for any Average 10b-18 VWAP not specifically appearing in Schedule A). Dealer shall notify Company of the applicable Share Settlement Amount as soon as reasonably practicable after 5:00 pm (New York City time) on the last Scheduled Trading Day of the Hedge Unwind Period. “Average 10b-18 VWAP” means the arithmetic average of the Rule 10b-18 VWAP Prices for each Hedge Unwind Date during the Hedge Unwind Period. “Rule 10b-18 VWAP Price” for any Scheduled Trading Day means the per Share Rule 10b-18 volume-weighted average price at which the Shares trade as displayed under reported in the heading “composite transactions for United States exchanges and quotation systems, during the regular trading session for the Exchange on such Scheduled Trading Day, as published by Bloomberg VWAP” at 4:15 p.m. New York City time (or 15 minutes following the end of any extension of the regular trading session) on such Scheduled Trading Day, on Bloomberg page EZPW Page NOW <equity> AQR SEC (or any successor thereto) ), absent manifest error or unavailability of such page or a successor thereto, in respect of which case Dealer shall determine the period from 9:30 am to 4:00 pm (New York City time) on Rule 10b-18 VWAP Price for such Scheduled Trading Day (or if such using a volume-weighted average price is unavailablemethod (in which case, for purposes of calculating the market value of one Share on Rule 10b-18 VWAP Price for such Scheduled Trading Day for such Day, Dealer will include only those trades that are reported during the period of time periodduring which Company could purchase its own shares under Rule 10b-18(b)(2) and are effected pursuant to the conditions of Rule 10b-18(b)(3), each under the Securities Exchange Act of 1934, as determined by Dealeramended (the “Exchange Act”). Notwithstanding the foregoing, if (i) any Scheduled Trading Day in the Hedge Unwind Period is a Disrupted Day (in whole or in part)) or (ii) Dealer determines in its commercially reasonable judgment that on any Scheduled Trading Day during the Hedge Unwind Period that an extension of the Hedge Unwind Period is reasonably necessary or appropriate to preserve Dealer’s hedge unwind activity hereunder in light of existing liquidity conditions or to enable Dealer to effect purchase and/or sales of Shares in connection with its hedge unwind activity hereunder in a manner that would be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer, then the Rule 10b-18 VWAP Price for such Scheduled Trading Day(s) shall be the volume-weighted average price per Share on such Scheduled Trading Day on the Exchange for such time period, as determined by Dealer based on such sources as it deems appropriate using a volume-weighted methodology, for the portion of such Scheduled Trading Day for which Dealer determines there is no Market Disruption Event with respect to the Shares (if any) and the number of Hedge Unwind Dates and the Cash Share Settlement Amount shall be adjusted by Dealer in its good faith, commercially reasonable discretion to account for such disruption and/or extension.