Common use of Purchase and Settlement Clause in Contracts

Purchase and Settlement. (a) Subject to the terms and conditions of this Letter Agreement, on [_*_] (the “Purchase Date”), the Company agrees to purchase from Bank, and Bank agrees to sell to the Company, a number of shares of Common Stock equal to the Settlement Number. On the first Trading Day immediately following the Purchase Date, the Company shall deliver the Prepayment Amount to Bank. Such payment shall be effected in accordance with the Bank’s customary procedures. (b) On the Settlement Date, Bank shall deliver to the Company a number of shares of Common Stock equal to the Settlement Number. Such delivery shall be effected in accordance with the Bank’s customary procedures. In addition, to the extent the Company declares a cash dividend with respect to Common Stock and the ex-dividend and record dates for such dividend occur on any date after the date hereof and prior to the earliest of the Settlement Date, the Early Settlement Date, if any (in case of early termination contemplated in Article VI), and the date on which an Event of Default or a Corporate Termination Event occurs, if any (in case of early termination contemplated in Article VIII), then on the later of (i) any such date and (ii) the first Trading Day following the date on which such dividend is paid to the holders of record with respect to such dividend, the Bank shall pay to the Company an amount equal to the product of (i) the per share amount of such dividend and (ii) the number of shares the Bank has accumulated, as of the Trading Day immediately preceding the ex-dividend date for such dividend, in contemplation of settling its obligations under this Transaction (the “Dividend Payment Amount”). Such payment shall be effected in accordance with the Bank’s customary procedures. (c) Notwithstanding anything to the contrary in this Letter Agreement, the Company acknowledges and agrees that, in no event shall Bank be obligated to deliver or entitled to receive in order to deliver, any shares of Common Stock if, upon such receipt of such shares of Common Stock by Bank, its “beneficial ownership” (within the meaning of Section 16 of the Exchange Act and the rules promulgated thereunder) would be equal to or greater than 4.9% or more of the outstanding shares of Common Stock. If any delivery owed to Bank hereunder is not made, in whole or in part, as a result of this provision, Bank’s obligation to make such delivery shall not be extinguished and the Bank shall make such delivery as promptly as practicable after, but in no event later than one Trading Day after, Bank determines that such delivery would not result in Bank directly or indirectly so beneficially owning in excess of 4.9% of the outstanding shares of Common Stock. CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. BOXES AND ASTERISKS DENOTE SUCH OMISSION.

Purchase and Settlement. (a) Subject to the terms and conditions of this Letter Agreement, on [_*_] (the “Purchase Date”), the Company agrees to purchase from Bank, and Bank agrees to sell to the Company, a number of shares of Common Stock equal to the Settlement Number. On the first Trading Day immediately following the Purchase Date, the Company shall deliver the Prepayment Amount to Bank. Such payment shall be effected in accordance with the Bank’s customary procedures. (b) On the Settlement Date, Bank shall deliver to the Company a number of shares of Common Stock equal to the Settlement Number. Such delivery shall be effected in accordance with the Bank’s customary procedures. In addition, to the extent the Company declares a cash dividend with respect to Common Stock and the ex-dividend and record dates for such dividend occur on any date after the date hereof and prior to the earliest of the Settlement Date, the Early Settlement Date, if any (in case of early termination contemplated in Article VI), and the date on which an Event of Default or a Corporate Termination Event occurs, if any (in case of early termination contemplated in Article VIII), then on the later of (i) any such date and (ii) the first Trading Day following the date on which such dividend is paid to the holders of record with respect to such dividend, the Bank shall pay to the Company an amount equal to the product of (i) the per share amount of such dividend and (ii) the number of shares the Bank has accumulated, as of the Trading Day immediately preceding the ex-dividend date for such dividend, in contemplation of settling its obligations under this Transaction (the “Dividend Payment Amount”). Such payment shall be effected in accordance with the Bank’s customary procedures. (c) Notwithstanding anything to the contrary in this Letter Agreement, the Company acknowledges and agrees that, in no event shall Bank be obligated to deliver or entitled to receive in order to deliver, any shares of Common Stock if, upon such receipt of such shares of Common Stock by Bank, its “beneficial ownership” (within the meaning of Section 16 of the Exchange Act and the rules promulgated thereunder) would be equal to or greater than 4.9% or more of the outstanding shares of Common Stock. If any delivery owed to Bank hereunder is not made, in whole or in part, as a result of this provision, Bank’s obligation to make such delivery shall not be extinguished and the Bank shall make such delivery as promptly as practicable after, CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. BOXES AND ASTERISKS DENOTE SUCH OMISSION. but in no event later than one Trading Day after, Bank determines that such delivery would not result in Bank directly or indirectly so beneficially owning in excess of 4.9% of the outstanding shares of Common Stock. CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. BOXES AND ASTERISKS DENOTE SUCH OMISSION.