Common use of Sale and Delivery of Contract Shares Clause in Contracts

Sale and Delivery of Contract Shares. Shareholder agrees to deliver, except as otherwise provided in this Agreement, the Contract Shares to Purchaser on the Exchange Date. Delivery shall be effected by the Collateral Agent delivering to the Custodian, for the account of Purchaser, the Shares (and other Exchange Property, if applicable) then held by the Collateral Agent as Collateral under the Collateral Agreement, in an aggregate amount equal to the number of Contract Shares, rounded down to the nearest whole number, by 12:00 p.m. New York City time on the Exchange Date. Shareholder agrees to make a cash payment in respect of any fractional Shares (or Exchange Property Units, if applicable) included in the Contract Shares on the Exchange Date, in an amount equal to the Then-Current Value of such fractional Shares (or Exchange Property Units, if applicable). Notwithstanding the foregoing, if a Special Acceleration Date, Optional Acceleration Date or an Acceleration upon Event of Default shall have occurred prior to the Exchange Date then, in lieu of the foregoing, delivery shall be effected as provided in Section 6.3, Section 6.4, Section 6.5 or Section 7.1, as applicable, by the Collateral Agent delivering to the Custodian, for the account of Purchaser, the Shares (and other Exchange Property, if applicable) then held by the Collateral Agent as Collateral under the Collateral Agreement as provided in Section 5.7 of the Collateral Agreement, limited to (in the case any such limit applies under the applicable provision at such time) the amount of Exchange Property required to be delivered pursuant to Section 6.3, Section 6.4 or Section 7.1, as applicable. Notwithstanding anything to the contrary in this Agreement, if the number of Shares (or other Exchange Securities) deliverable to Purchaser (in the aggregate among Shareholders pursuant to the Contracts) on any date would cause Purchaser or any group (within the meaning of Section 13 under the Exchange Act) of which Purchaser is a part to have beneficial ownership in excess of 9.9% of the then-outstanding Shares (or 9.9% of the then-outstanding voting securities of the applicable issuer), Purchaser shall notify Shareholder of the amount of such excess and Shareholder will instead deliver the product of (A) the Applicable Percentage and (B) the lesser of (i) such excess portion and (ii) a number of Shares (or any other Exchange Securities) representing the product of the Applicable Percentage and 9.9% or more of the then-outstanding Shares (or the product of the Applicable Percentage and 9.9% or more of the then-outstanding voting securities of the applicable issuer), on successive Business Days after such notice, in each case, until Shareholder has satisfied all of its delivery requirements under this Agreement); provided that by the close of business on each Business Day, Purchaser shall deliver all Shares (or other Exchange Securities) it received from Shareholders on such Business Day to holders of the Trust Securities.

Sale and Delivery of Contract Shares. Shareholder Seller agrees to deliver, except as otherwise provided in this Agreement, the Contract Shares to Purchaser on the Exchange Date. Delivery Unless Seller elects the Cash Settlement Alternative as provided in Section 2.3(d), delivery shall be effected by delivery by the Collateral Agent delivering to the Custodian, for the account of Purchaser, the Shares (and other Exchange Property, if applicable) of shares of Common Stock then held by the Collateral Agent as Collateral collateral under the Collateral Agreement, in an aggregate amount equal to the number of Contract Shares, rounded down to the nearest whole number. Alternatively, in accordance with Section 5.2 of the Collateral Agreement, Seller may elect to deliver shares of Common Stock in an amount equal to the number of Contract Shares, rounded down to the nearest whole number, to the Custodian for the account of Purchaser on the Exchange Date by 12:00 p.m. New York City time notifying the Collateral Agent and the Custodian on or prior to the Exchange Date of such election, in which case, the Collateral Agent shall deliver to the Seller the shares of Common Stock then held by the Collateral Agent as collateral under the Collateral Agreement on the Exchange Date. Shareholder Seller agrees to make a cash payment in respect of any fractional Shares (or Exchange Property Units, if applicable) shares included in the Contract Shares on at the Exchange Date, in an amount equal to the Then-Current Value value of such fractional Shares (or Exchange Property Unitsshares at the Average Market Price. In addition, if applicable)the difference between (A) the aggregate proceeds of any sale (net of any brokerage or related expenses) of any Common Stock or Marketable Securities sold by Purchaser pursuant to Section 2.4(f)(ii) of the Trust Agreement and (B) the product of the number of shares of Common Stock or Marketable Securities so sold and the Average Market Price, is negative, Seller shall pay such difference to Purchaser. If such difference is positive, Purchaser shall pay the difference to Seller. Notwithstanding the foregoing, if a Special Acceleration Date, Optional Acceleration Date or an Acceleration upon Reorganization Event of Default shall have occurred prior to the Exchange Date then, in lieu of the foregoing, delivery shall be effected as follows: (i) in the case of any cash required to be delivered on the Exchange Date as provided in Section 6.36.2, Section 6.4by wire transfer to an account designated by Purchaser, Section 6.5 or Section 7.1in Federal (immediately available) funds; (ii) in the case of any Marketable Securities elected by Seller to be delivered in lieu of cash, as applicableprovided in Section 6.2, by delivery by the Collateral Agent delivering to the Custodian, for the account of Purchaser, of the Shares (and other Exchange Property, if applicable) applicable number of Marketable Securities then held by the Collateral Agent as Collateral collateral under the Collateral Agreement Agreement, as provided in Section 5.7 of the Collateral Agreement, limited to ; and (iii) in the case of any such limit applies under the applicable provision at such time) the amount of Exchange Property required to be delivered pursuant to Section 6.3, Section 6.4 or Section 7.1, as applicable. Notwithstanding anything to the contrary in this Agreement, if the number of Shares (or other Exchange Securities) deliverable to Purchaser (cash included in the aggregate among Shareholders pursuant to the Contracts) on any date would cause Purchaser or any group (within the meaning of Accelerated Portion as provided in Section 13 under the Exchange Act) of which Purchaser is a part to have beneficial ownership in excess of 9.9% of the then-outstanding Shares (or 9.9% of the then-outstanding voting securities of the applicable issuer6.2(b), Purchaser shall notify Shareholder of the amount of such excess and Shareholder will instead deliver the product of (A) the Applicable Percentage and (B) the lesser of by wire transfer as provided in clause (i) above or in the case of any non-cash assets included in such excess portion Accelerated Portion, by delivery of such assets to the Custodian, for the account of Purchaser. Alternatively, Seller may elect to deliver shares of Marketable Securities in lieu of cash, as provided in Section 6.2, to the Custodian for the account of Purchaser on the Exchange Date by notifying the Collateral Agent and (ii) a number the Custodian on or prior to the Exchange Date of Shares (or any other Exchange Securities) representing the product of the Applicable Percentage and 9.9% or more of the then-outstanding Shares (or the product of the Applicable Percentage and 9.9% or more of the then-outstanding voting securities of the applicable issuer), on successive Business Days after such noticeelection, in each which case, until Shareholder has satisfied all the Collateral Agent shall deliver to the Seller the shares of its delivery requirements under this Agreement); provided that Marketable Securities then held by the close of business Collateral Agent as collateral under the Collateral Agreement on each Business Day, Purchaser shall deliver all Shares (or other the Exchange Securities) it received from Shareholders on such Business Day to holders of the Trust SecuritiesDate.

Sale and Delivery of Contract Shares. Shareholder agrees to deliver, except as otherwise provided in this Agreement, the Contract Shares to Purchaser on the Business Day immediately preceding the Exchange Date. Delivery Unless Shareholder elects Cash Settlement as provided in Section 2.3(d), delivery shall be effected by the Collateral Agent delivering to the Custodian, for the account of Purchaser, (x) the Shares ADSs (and other Exchange Property, if applicable) received in exchange for the Ordinary Shares (and/or other property then underlying the ADSs) then held by the Collateral Agent as collateral under the Collateral Agreement in accordance with Section 3 of the ADS Procedures Agreement and (y) any other ADSs then held by the Collateral Agent as collateral under the Collateral Agreement, in an aggregate amount equal to the number of Contract Shares, rounded down to the nearest whole number, by 12:00 p.m. New York City time on the Business Day immediately preceding the Exchange Date. Shareholder agrees to make a cash payment in respect of any fractional Shares ADSs (or Exchange Property Units, if applicable) included in the Contract Shares on the Business Day immediately preceding the Exchange Date, in an amount equal to the Then-Current Value of such fractional Shares ADSs (or Exchange Property Units, if applicable). Notwithstanding the foregoing, if a Special Acceleration Date, Optional Acceleration, Collateral Event Acceleration Date or an Special Collateral Event Acceleration upon Event of Default shall have occurred prior to the Exchange Date then, in lieu of the foregoing, delivery shall be effected as follows: (i) in the case of any cash required to be delivered as provided in Section 6.36.4 or Section 6.5, as applicable, by wire transfer to an account designated by Purchaser, in Federal (immediately available) funds and (ii) in the case of any Exchange Property to be delivered by Shareholder, as provided in Section 6.4, Section 6.5 6.5, Section 7.1 or Section 7.17.2, as applicable, by the Collateral Agent delivering to the Custodian, for the account of Purchaser, (x) the Shares ADSs (and other Exchange Property, if applicable) received in exchange for the Ordinary Shares (and/or other property then underlying ADSs) then held by the Collateral Agent as Collateral collateral under the Collateral Agreement in accordance with Section 3 of the ADS Procedures Agreement and (y) any other ADSs then held as collateral under the Collateral Agreement, as provided in Section 5.7 of the Collateral Agreement, and, in each case, limited to (in the case any such limit applies under the applicable provision at such time) the amount of Exchange Property required to be delivered pursuant to Section 6.36.4, Section 6.4 6.5, Section 7.1 or Section 7.17.2, as applicable. Notwithstanding anything to the contrary in this Agreement, if the number of Ordinary Shares represented by the ADSs (or other Exchange Securities) deliverable to Purchaser (in the aggregate among Shareholders pursuant to the Contracts) on any date would cause Purchaser or any group (within the meaning of Section 13 under the Exchange Act) of which Purchaser is a part to have beneficial ownership in excess of exceed 9.9% of the then-then outstanding Ordinary Shares (or 9.9% of the then-then outstanding voting securities of the applicable issuer), Purchaser shall notify Shareholder of the amount of such excess and Shareholder will instead deliver the product of (A) the Applicable Percentage and (B) the lesser of (i) such excess portion and (ii) a number of Shares (or any other Exchange Securities) representing will be delivered on the product of the Applicable Percentage and next Business Day or, if such excess represents 9.9% or more of the then-then outstanding Ordinary Shares (or the product of the Applicable Percentage and 9.9% or more of the then-then outstanding voting securities of the applicable issuer), on successive Business Days after such notice(with no delivery on any Business Day of a number of ADSs (or other Exchange Securities) representing 9.9% or more of the then outstanding Ordinary Shares (or 9.9% or more of the then outstanding voting securities of the applicable issuer)), in each case, until Shareholder has satisfied all of its delivery requirements under this Agreement); provided that by the close of business on each Business Day, Purchaser shall deliver all Shares (or other Exchange Securities) it received from Shareholders on such Business Day to holders of the Trust Securities.

Sale and Delivery of Contract Shares. Shareholder Seller agrees to sell and deliver, except as otherwise provided in this AgreementAgreement on the Exchange Date, the Contract Shares to Purchaser on the Exchange Date. Delivery Unless Seller elects the Cash Settlement Alternative as provided in Section 2.3(d), sale and delivery shall be effected by delivery by the Collateral Agent delivering to the Custodian, for the account of Purchaser, the Shares (and other Exchange Property, if applicable) of shares of Class A Common Stock then held by the Collateral Agent as Collateral collateral under the Collateral Agreement, in an aggregate amount equal to the number of Contract Shares, rounded down to the nearest whole number, by 12:00 p.m. New York City time on the Exchange Date. Shareholder Seller agrees to make a cash payment in respect of any fractional Shares (or Exchange Property Units, if applicable) shares included in the Contract Shares on at the Exchange Date, in an amount equal to the Then-Current Value value of such fractional Shares (or Exchange Property Unitsshares at the Average Market Price. In addition, if applicable)the difference between (A) the aggregate proceeds of any sale (net of any brokerage or related expenses) of any Class A Common Stock or Marketable Securities sold by Purchaser pursuant to Section 2.4(g)(ii) of the Trust Agreement and (B) the product of the number of shares of Class A Common Stock or Marketable Securities so sold and the Average Market Price, is negative, Seller shall pay such difference to Purchaser; if such difference is positive, Purchaser shall pay the difference to Seller. Notwithstanding the foregoing, if a Special Acceleration Date, Optional Acceleration Date or an Acceleration upon Reorganization Event of Default shall have occurred prior to the Exchange Date then, in lieu of the foregoing, delivery shall be effected as follows: (i) in the case of any cash required to be delivered on the Exchange Date as provided in Section 6.36.2, by wire transfer to an account designated by Purchaser, in Federal (immediately available) funds; (ii) in the case of any Marketable Securities to be delivered in lieu of cash as provided in Section 6.46.2, Section 6.5 or Section 7.1, as applicable, by delivery by the Collateral Agent delivering to the Custodian, for the account of Purchaser, of the Shares (and other Exchange Property, if applicable) applicable number of Marketable Securities then held by the Collateral Agent as Collateral collateral under the Collateral Agreement Agreement, as provided in Section 5.7 of the Collateral Agreement, limited to ; and (iii) in the case of any such limit applies under the applicable provision at such time) the amount of Exchange Property required to be delivered pursuant to Section 6.3, Section 6.4 or Section 7.1, as applicable. Notwithstanding anything to the contrary in this Agreement, if the number of Shares (or other Exchange Securities) deliverable to Purchaser (cash included in the aggregate among Shareholders pursuant to the Contracts) on any date would cause Purchaser or any group (within the meaning of Accelerated Portion as provided in Section 13 under the Exchange Act) of which Purchaser is a part to have beneficial ownership in excess of 9.9% of the then-outstanding Shares (or 9.9% of the then-outstanding voting securities of the applicable issuer6.2(b), Purchaser shall notify Shareholder of the amount of such excess and Shareholder will instead deliver the product of (A) the Applicable Percentage and (B) the lesser of by wire transfer as provided in clause (i) above or in the case of any non-cash assets included in such excess portion and (ii) a number Accelerated Portion, by delivery of Shares (or any other Exchange Securities) representing such assets to the product Custodian, for the account of the Applicable Percentage and 9.9% or more of the then-outstanding Shares (or the product of the Applicable Percentage and 9.9% or more of the then-outstanding voting securities of the applicable issuer), on successive Business Days after such notice, in each case, until Shareholder has satisfied all of its delivery requirements under this Agreement); provided that by the close of business on each Business Day, Purchaser shall deliver all Shares (or other Exchange Securities) it received from Shareholders on such Business Day to holders of the Trust SecuritiesPurchaser.

Sale and Delivery of Contract Shares. Shareholder Seller agrees to deliver, except as otherwise provided in this Agreement, sell and deliver the Contract Shares to Purchaser on the Exchange Date. Delivery Unless Seller elects the Cash Settlement Alternative as provided in Section 2.3(d), sale and delivery shall be effected -9- 13 by delivery by the Collateral Agent delivering to the Custodian, for the account of Purchaser, the of Ordinary Shares (and other Exchange Property, if applicable) then held by the Collateral Agent as Collateral collateral under the Collateral Agreement, in an aggregate amount equal to the number of Contract Shares, rounded down to the nearest whole number, by 12:00 p.m. New York City time on the Exchange Date. Shareholder Seller agrees to make a cash payment in respect of any fractional Shares (or Exchange Property Units, if applicable) shares included in the Contract Shares on at the Exchange Date, in an amount equal to the Then-Current Value value of such fractional Shares (or Exchange Property Unitsshares at the Average Market Price. In addition, if applicable)the difference between (A) the aggregate proceeds of any sale (net of any brokerage or related expenses) of any Ordinary Shares [or Marketable Securities] sold by Purchaser pursuant to Section 2.4(g)(ii) of the Trust Agreement and (B) the product of the number of Ordinary Shares [or Marketable Securities] so sold and the Average Market Price, is negative, Seller shall pay such difference to Purchaser; if such difference is positive, Purchaser shall pay the difference to Seller. Notwithstanding the foregoing, if a Special Acceleration Date, Optional Acceleration Date or an Acceleration upon Reorganization Event of Default shall have occurred prior to the Exchange Date then, in lieu of the foregoing, delivery shall be effected as follows: (i) in the case of any cash required to be delivered on the Exchange Date as provided in Section 6.36.2, by wire transfer to an account designated by Purchaser, in Federal (immediately available) funds; (ii) in the case of any Marketable Securities to be delivered in lieu of cash as provided in Section 6.46.2, Section 6.5 or Section 7.1, as applicable, by delivery by the Collateral Agent delivering to the Custodian, for the account of Purchaser, of the Shares (and other Exchange Property, if applicable) applicable number of Marketable Securities then held by the Collateral Agent as Collateral collateral under the Collateral Agreement Agreement, as provided in Section 5.7 of the Collateral Agreement, limited to ; and (iii) in the case of any such limit applies under the applicable provision at such time) the amount of Exchange Property required to be delivered pursuant to Section 6.3, Section 6.4 or Section 7.1, as applicable. Notwithstanding anything to the contrary in this Agreement, if the number of Shares (or other Exchange Securities) deliverable to Purchaser (cash included in the aggregate among Shareholders pursuant to the Contracts) on any date would cause Purchaser or any group (within the meaning of Accelerated Portion as provided in Section 13 under the Exchange Act) of which Purchaser is a part to have beneficial ownership in excess of 9.9% of the then-outstanding Shares (or 9.9% of the then-outstanding voting securities of the applicable issuer6.2(b), Purchaser shall notify Shareholder of the amount of such excess and Shareholder will instead deliver the product of (A) the Applicable Percentage and (B) the lesser of by wire transfer as provided in clause (i) above or in the case of any non-cash assets included in such excess portion and (ii) a number Accelerated Portion, by delivery of Shares (or any other Exchange Securities) representing such assets to the product Custodian, for the account of the Applicable Percentage and 9.9% or more of the then-outstanding Shares (or the product of the Applicable Percentage and 9.9% or more of the then-outstanding voting securities of the applicable issuer), on successive Business Days after such notice, in each case, until Shareholder has satisfied all of its delivery requirements under this Agreement); provided that by the close of business on each Business Day, Purchaser shall deliver all Shares (or other Exchange Securities) it received from Shareholders on such Business Day to holders of the Trust SecuritiesPurchaser.

Sale and Delivery of Contract Shares. Shareholder Seller agrees to deliver, except as otherwise provided in this Agreement, the Contract Shares to Purchaser on the Exchange Date, which Contract Shares shall be free and clear of any Liens and Transfer Restrictions. Delivery Unless Seller elects the Cash Settlement Alternative as provided in Section 2.3(d), delivery shall be effected by delivery by the Collateral Agent delivering to the Custodian, for the account of Purchaser, the Shares (and other Exchange Property, if applicable) of shares of Common Stock then held by the Collateral Agent as Collateral collateral under the Collateral Agreement, in an aggregate amount equal to the number of Contract Shares, rounded down to the nearest whole number. Alternatively, in accordance with Section 5.2 of the Collateral Agreement, Seller may elect to deliver shares of Common Stock in an amount equal to the number of Contract Shares, rounded down to the nearest whole number, to the Custodian for the account of Purchaser on the Exchange Date by 12:00 p.m. New York City time notifying the Collateral Agent and the Custodian on or prior to the Exchange Date of such election, in which case, the Collateral Agent shall deliver to the Seller the shares of Common Stock then held by the Collateral Agent as collateral under the Collateral Agreement on the Exchange Date. Shareholder Seller agrees to make a cash payment in respect of any fractional Shares (or Exchange Property Units, if applicable) shares included in the Contract Shares on at the Exchange Date, in an amount equal to the Then-Current Value value of such fractional Shares (or Exchange Property Unitsshares at the Average Market Price. In addition, if applicable)the difference between (A) the aggregate proceeds of any sale (net of any brokerage or related expenses) of any Common Stock or Marketable Securities sold by Purchaser pursuant to Section 2.4(f)(ii) of the Trust Agreement and (B) the product of the number of shares of Common Stock or Marketable Securities so sold and the Average Market Price, is negative, Seller shall pay such difference to Purchaser. If such difference is positive, Purchaser shall pay the difference to Seller. Notwithstanding the foregoing, if a Special Acceleration Date, Optional Acceleration Date or an Acceleration upon Reorganization Event of Default shall have occurred prior to the Exchange Date then, in lieu of the foregoing, delivery shall be effected as follows: (i) in the case of any cash required to be delivered on the Exchange Date as provided in Section 6.36.2, Section 6.4by wire transfer to an account designated by Purchaser, Section 6.5 or Section 7.1in Federal (immediately available) funds; (ii) in the case of any Marketable Securities elected by Seller to be delivered in lieu of cash, as applicableprovided in Section 6.2, by delivery by the Collateral Agent delivering to the Custodian, for the account of Purchaser, of the Shares (and other Exchange Property, if applicable) applicable number of Marketable Securities then held by the Collateral Agent as Collateral collateral under the Collateral Agreement Agreement, as provided in Section 5.7 of the Collateral Agreement, limited to ; and (iii) in the case of any such limit applies under the applicable provision at such time) the amount of Exchange Property required to be delivered pursuant to Section 6.3, Section 6.4 or Section 7.1, as applicable. Notwithstanding anything to the contrary in this Agreement, if the number of Shares (or other Exchange Securities) deliverable to Purchaser (cash included in the aggregate among Shareholders pursuant to the Contracts) on any date would cause Purchaser or any group (within the meaning of Accelerated Portion as provided in Section 13 under the Exchange Act) of which Purchaser is a part to have beneficial ownership in excess of 9.9% of the then-outstanding Shares (or 9.9% of the then-outstanding voting securities of the applicable issuer6.2(b), Purchaser shall notify Shareholder of the amount of such excess and Shareholder will instead deliver the product of (A) the Applicable Percentage and (B) the lesser of by wire transfer as provided in clause (i) above or in the case of any non-cash assets included in such excess portion Accelerated Portion, by delivery by the Collateral Agent of such assets to the Custodian, for the account of Purchaser. Alternatively, Seller may elect to deliver shares of Marketable Securities in lieu of cash, as provided in Section 6.2, to the Custodian for the account of Purchaser on the Exchange Date by notifying the Collateral Agent and (ii) a number the Custodian on or prior to the Exchange Date of Shares (or any other Exchange Securities) representing the product of the Applicable Percentage and 9.9% or more of the then-outstanding Shares (or the product of the Applicable Percentage and 9.9% or more of the then-outstanding voting securities of the applicable issuer), on successive Business Days after such noticeelection, in each which case, until Shareholder has satisfied all the Collateral Agent shall deliver to the Seller the shares of its delivery requirements under this Agreement); provided that Marketable Securities then held by the close of business Collateral Agent as collateral under the Collateral Agreement on each Business Day, Purchaser shall deliver all Shares (or other the Exchange Securities) it received from Shareholders on such Business Day to holders of the Trust SecuritiesDate.

Sale and Delivery of Contract Shares. Shareholder Seller agrees to deliver, except as otherwise provided in this Agreement, sell and deliver the Contract Shares to Purchaser on the Exchange Date. Delivery Unless Seller elects the Cash Settlement Alternative as provided in Section 2.3(d), sale and delivery shall be effected by delivery by the Collateral Agent delivering to the Custodian, for the account of Purchaser, the Shares (and other Exchange Property, if applicable) of Class A Common Stock then held by the Collateral Agent as Collateral collateral under the Collateral Agreement, in an aggregate amount equal to the number of Contract Shares, rounded down to the nearest whole number, by 12:00 p.m. New York City time on the Exchange Date. Shareholder Seller agrees to make a cash payment in respect of any fractional Shares (or Exchange Property Units, if applicable) shares included in the Contract Shares on at the Exchange Date, in an amount equal to the Then-Current Value value of such fractional Shares (or Exchange Property Unitsshares at the Average Market Price. In addition, if applicable)the difference between (A) the aggregate proceeds of any sale (net of any brokerage or related expenses) of any Class A Common Stock or Marketable Securities sold by Purchaser pursuant to Section 2.4(g)(ii) of the Trust Agreement and (B) the product of the number of Class A Common Stock or Marketable Securities so sold and the Average Market Price, is negative, Seller shall pay such difference to Purchaser; if such difference is positive, Purchaser shall pay the difference to Seller. Notwithstanding the foregoing, if a Special Acceleration Date, Optional Acceleration Date or an Acceleration upon Reorganization Event of Default shall have occurred prior to the Exchange Date then, in lieu of the foregoing, delivery shall be effected as follows: (i) in the case of any cash required to be delivered on the Exchange Date as provided in Section 6.36.2, by wire transfer to an account designated by Purchaser, in Federal (immediately available) funds; (ii) in the case of any Marketable Securities to be delivered in lieu of cash as provided in Section 6.46.2, Section 6.5 or Section 7.1, as applicable, by delivery by the Collateral Agent delivering to the Custodian, for the account of Purchaser, of the Shares (and other Exchange Property, if applicable) applicable number of Marketable Securities then held by the Collateral Agent as Collateral collateral under the Collateral Agreement Agreement, as provided in Section 5.7 of the Collateral Agreement, limited to ; and (iii) in the case of any such limit applies under the applicable provision at such time) the amount of Exchange Property required to be delivered pursuant to Section 6.3, Section 6.4 or Section 7.1, as applicable. Notwithstanding anything to the contrary in this Agreement, if the number of Shares (or other Exchange Securities) deliverable to Purchaser (cash included in the aggregate among Shareholders pursuant to the Contracts) on any date would cause Purchaser or any group (within the meaning of Accelerated Portion as provided in Section 13 under the Exchange Act) of which Purchaser is a part to have beneficial ownership in excess of 9.9% of the then-outstanding Shares (or 9.9% of the then-outstanding voting securities of the applicable issuer6.2(b), Purchaser shall notify Shareholder of the amount of such excess and Shareholder will instead deliver the product of (A) the Applicable Percentage and (B) the lesser of by wire transfer as provided in clause (i) above or in the case of any non-cash assets included in such excess portion and (ii) a number Accelerated Portion, by delivery of Shares (or any other Exchange Securities) representing such assets to the product Custodian, for the account of the Applicable Percentage and 9.9% or more of the then-outstanding Shares (or the product of the Applicable Percentage and 9.9% or more of the then-outstanding voting securities of the applicable issuer), on successive Business Days after such notice, in each case, until Shareholder has satisfied all of its delivery requirements under this Agreement); provided that by the close of business on each Business Day, Purchaser shall deliver all Shares (or other Exchange Securities) it received from Shareholders on such Business Day to holders of the Trust SecuritiesPurchaser.

Sale and Delivery of Contract Shares. Shareholder agrees to deliver, except Except as otherwise provided in this Agreement, on the Exchange Date, Seller agrees to sell and deliver the Contract Shares to Purchaser on the Exchange DatePurchaser. Delivery Sale and delivery shall be effected by delivery by the Collateral Agent delivering to the Custodian, for the account of Purchaser, the Shares (and other Exchange Property, if applicable) of shares of Common Stock then held by the Collateral Agent as Collateral collateral under the Collateral Agreement, in an aggregate amount equal to the number of Contract Shares, rounded down to the nearest whole number, by 12:00 p.m. New York City time on . Instead of any fractional shares of Common Stock that would otherwise be deliverable to Purchaser at the Exchange Date. Shareholder , Seller agrees to make a cash payment in respect of any such fractional Shares (or Exchange Property Units, if applicable) included in the Contract Shares on the Exchange Date, shares of Common Stock in an amount equal to the Then-Current Value value thereof at the Average Market Price. In addition, if the difference between (A) the aggregate proceeds of any the sale (net of any brokerage or related expenses) of any shares of Common Stock by the Trust pursuant to Section 2.4(g)(ii) of the Trust Agreement and (B) the product of the number of shares of Common Stock so sold and the Average Market Price, is negative, Seller shall pay such difference to the Trust; if such difference is positive, the Trust shall pay the absolute value of such fractional Shares (or Exchange Property Units, if applicable)difference to Seller. Notwithstanding the foregoing, if a Special Acceleration Date, Optional Acceleration Date or an Acceleration upon Reorganization Event of Default shall have occurred prior to the Exchange Date then, in lieu of the foregoing, delivery shall be effected as follows: (i) in the case of any cash required to be delivered on the Exchange Date as provided in Section 6.3, Section 6.4, Section 6.5 or Section 7.1, as applicable6.2, by wire transfer of immediately available funds to an account designated by Purchaser; (ii) in the case of any Marketable Securities elected by Seller to be delivered in lieu of cash as provided in Section 6.2(a), at Seller's election, by instruction to the Collateral Agent delivering to deliver to the Custodian, for the account of Purchaser, the Shares (and other Exchange Property, if applicable) applicable number of Marketable Securities then held by the Collateral Agent as Collateral collateral under the Collateral Agreement Agreement, as provided in Section 5.7 6(g) of the Collateral Agreement, limited to Agreement or (iii) in the case of any such limit applies under the applicable provision at such time) the amount of Exchange Property required to be delivered pursuant to Section 6.3, Section 6.4 or Section 7.1, as applicable. Notwithstanding anything to the contrary in this Agreement, if the number of Shares (or other Exchange Securities) deliverable to Purchaser (cash included in the aggregate among Shareholders pursuant to the Contracts) on any date would cause Purchaser or any group (within the meaning of Accelerated Portion as provided in Section 13 under the Exchange Act) of which Purchaser is a part to have beneficial ownership in excess of 9.9% of the then-outstanding Shares (or 9.9% of the then-outstanding voting securities of the applicable issuer6.2(b), Purchaser shall notify Shareholder of the amount of such excess and Shareholder will instead deliver the product of (A) the Applicable Percentage and (B) the lesser of by wire transfer as provided in clause (i) above or in the case of any non-cash assets included in such excess portion and (ii) a number Accelerated Portion, by delivery to the Custodian, for the account of Shares (or any other Exchange Securities) representing the product Purchaser of the Applicable Percentage and 9.9% or more of the then-outstanding Shares (or the product of the Applicable Percentage and 9.9% or more of the then-outstanding voting securities of the applicable issuer), on successive Business Days after such notice, in each case, until Shareholder has satisfied all of its delivery requirements under this Agreement); provided that by the close of business on each Business Day, Purchaser shall deliver all Shares (or other Exchange Securities) it received from Shareholders on such Business Day to holders of the Trust Securitiesassets.