Common use of Staggered Settlement Clause in Contracts

Staggered Settlement. If Party A determines reasonably and in good faith that the sum of (i) the number of Shares required to be delivered to Party B hereunder on any Cash Settlement Payment Date, and (ii) any other Shares beneficially owned by Party A, would exceed 9.9% of all outstanding Shares, then Party A may, by notice to Party B on or prior to such Cash Settlement Payment Date (a “Nominal Settlement Date”), elect to deliver the Shares comprising the related Cash Settlement Amount (in the case of Net Share Settlement) on two or more dates (each, a “Staggered Settlement Date”) as follows: (a) in such notice, Party A will specify to Party B the related Staggered Settlement Dates (the first of which will be such Nominal Settlement Date and the last of which will be no later than the twentieth (20th) Exchange Business Day following such Nominal Settlement Date) and the number of Shares that it will deliver on each Staggered Settlement Date; (b) the aggregate number of Shares that Party A will deliver to Party B hereunder on all such Staggered Settlement Dates will equal the number of Shares that Party A would otherwise be required to deliver on such Nominal Settlement Date; and (c) if the Net Share Settlement terms set forth above were to apply on the Nominal Settlement Date, then the Net Share Settlement terms will apply on each Staggered Settlement Date, except that the Shares comprising the Cash Settlement Amount will be allocated among such Staggered Settlement Dates as specified by Party A in the notice referred to in clause (a) above. Notwithstanding anything herein to the contrary, Party A shall be entitled to deliver Shares to Party B from time to time prior to the date on which Party A would be obligated to deliver them to Party B pursuant to the Net Share Settlement terms set forth above, and Party B agrees to credit all such early deliveries against Party A’s obligations hereunder in the direct order in which such obligations arise. To the extent Party A receives or is entitled to receive any distribution or payment in respect of Shares by reason of Party A’s being a holder of record of such Shares on any date after the Nominal Settlement Date which Party A would have delivered to Party B on such Nominal Settlement Date but for the provisions of this Section 6, Party A shall deliver such distribution or payment to Party B at the time Party A delivers the related Shares to Party B in accordance with this Section 6, if such distribution or payment has already been received by Party A at such time, or within a reasonable period of time following Party A’s receipt of the distribution or payment, if such distribution or payment has not already been received by Party A at the time Party A delivers the related Shares to Party B in accordance with this Section 6.

Staggered Settlement. If Party A upon advice of counsel with respect to any legal, regulatory or self-regulatory requirements or related policies or procedures applicable to Dealer, including any requirements, policies or procedures relating to Dealer’s hedging activities hereunder that would be customarily applicable to transactions of this type by Dealer, Dealer reasonably determines reasonably and in good faith that it would not be practicable or advisable to deliver, or to acquire Shares to deliver, any or all of the sum of (i) the number of Shares required to be delivered to Party B hereunder by Dealer on any Cash Settlement Payment DateDate for the Transaction, and (ii) any other Shares beneficially owned by Party A, would exceed 9.9% of all outstanding Shares, then Party A Dealer may, by notice to Party B Counterparty on or prior to such Cash Settlement Payment Date (a “Nominal Settlement Date”), elect to deliver the Daily Number of Shares comprising the related Cash otherwise deliverable on such Nominal Settlement Amount (in the case of Net Share Settlement) Date on two or more dates (each, a “Staggered Settlement Date”) or at two or more times on a Nominal Settlement Date as follows: (a1) in such notice, Party A Dealer will specify to Party B Counterparty the related Staggered Settlement Dates (the first each of which will be such Nominal Settlement Date and the last of which will be no later than on or prior to the twentieth (20th) Exchange Business Day following such Nominal Settlement Date) and the number of Shares that it will deliver on each Staggered Settlement DateDate or delivery times; (b2) the aggregate number of Shares that Party A Dealer will deliver to Counterparty or the Designated Third Party B hereunder on all such Staggered Settlement Dates or delivery times will equal the number of Shares that Party A Dealer would otherwise be required to deliver on such Nominal Settlement Date; and (c3) if the Net Share Settlement terms set forth above were to apply on the Nominal Settlement Date, then the Net Share Physical Settlement terms will apply on each Staggered Settlement Date, except that the Daily Number of Shares comprising the Cash otherwise deliverable on such Nominal Settlement Amount Date will be allocated among such Staggered Settlement Dates or delivery times as specified by Party A Dealer in the notice referred to in clause (a1) above. Notwithstanding anything herein to the contrary, Party A solely in connection with a Staggered Settlement Date, Dealer shall be entitled to deliver Shares to Party B Counterparty from time to time prior to the date on which Party A Dealer would be obligated to deliver them to Counterparty or Designated Third Party B pursuant to the Net Share Physical Settlement terms set forth above, and Party B Counterparty agrees to credit all such early deliveries against Party ADealer’s obligations hereunder in the direct order in which such obligations arise. To the extent Party A receives or is entitled to receive any distribution or payment in respect No such early delivery of Shares by reason will accelerate or otherwise affect any of Party ACounterparty’s being a holder of record of such Shares on any date after the Nominal Settlement Date which Party A would have delivered obligations to Party B on such Nominal Settlement Date but for the provisions of this Section 6, Party A shall deliver such distribution or payment to Party B at the time Party A delivers the related Shares to Party B in accordance with this Section 6, if such distribution or payment has already been received by Party A at such time, or within a reasonable period of time following Party A’s receipt of the distribution or payment, if such distribution or payment has not already been received by Party A at the time Party A delivers the related Shares to Party B in accordance with this Section 6Dealer hereunder.

Staggered Settlement. If Party A determines reasonably and in good faith that the sum of (i) the number of Shares required to be delivered to Party B hereunder on any Cash Settlement Payment Date, and (ii) any other Shares beneficially owned by Party A, Date would exceed 9.9% of all outstanding Shares, then Party A may, by notice to Party B on or prior to such Cash Settlement Payment Date (a “"Nominal Settlement Date”"), elect to deliver the Shares comprising the related Cash Share Equivalent Amount (in the case of Physical Settlement) or the Final Settlement Amount (in the case of Net Share Settlement) on two or more dates (each, a “"Staggered Settlement Date”") as follows: (a) in such notice, Party A will specify to Party B the related Staggered Settlement Dates (the first of which will be such Nominal Settlement Date and the last of which will be no later than the twentieth (20th) Exchange Business Day following such Nominal Settlement Date; provided that Party A shall use its commercially reasonable efforts to deliver all of such Shares as soon as possible following such Nominal Settlement Date) and the number of Shares that it will deliver on each Staggered Settlement Date; (b) the aggregate number of Shares that Party A will deliver to Party B hereunder on all such Staggered Settlement Dates will equal the number of Shares that Party A would otherwise be required to deliver on such Nominal Settlement Date; (c) if the Physical Settlement terms set forth above were to apply on such Nominal Settlement Date, then the Physical Settlement terms will apply on each Staggered Settlement Date, except that the related Share Equivalent Amount will be allocated among such Staggered Settlement Dates as specified by Party A in the notice referred to in clause (a) above and the Redemption Equivalent Amount will be payable on the Nominal Settlement Date; and (cd) if the Net Share Settlement terms set forth above were to apply on the Nominal Settlement Date, then the Net Share Settlement terms will apply on each Staggered Settlement Date, except that the Shares comprising the Cash Final Settlement Amount will be allocated among such Staggered Settlement Dates as specified by Party A in the notice referred to in clause (a) above. Notwithstanding anything herein to the contrary, Party A shall be entitled to deliver Shares to Party B from time to time prior to the date on which Party A would be obligated to deliver them to Party B pursuant to the Physical Settlement and Net Share Settlement terms set forth above, and Party B agrees to credit all such early deliveries against Party A’s 's obligations hereunder in the direct order in which such obligations arise. No such early delivery of Shares will accelerate or otherwise affect any of Party B's obligations to Party A hereunder. To the extent Party A receives or is entitled to receive any distribution or payment in respect of Shares by reason of Party A’s 's being a holder of record of such Shares on any date after the Nominal Settlement Date which Party A would have delivered to Party B on such Nominal Settlement Date but for the provisions of this Section 6, Party A shall deliver such distribution or payment to Party B at the time Party A delivers the related Shares to Party B in accordance with this Section 6, if such distribution or payment has already been received by Party A at such time, or within a reasonable period of time following Party A’s 's receipt of the distribution or payment, if such distribution or payment has not already been received by Party A at the time Party A delivers the related Shares to Party B in accordance with this Section 6.

Staggered Settlement. If Party A determines reasonably and in good faith that the sum of (i) the number of Shares required to be delivered to Party B hereunder on any Cash Settlement Payment Date, and (ii) any other Shares beneficially owned by Party A, Date would exceed 9.9% of all outstanding Shares, then Party A may, by notice to Party B on or prior to such Cash Settlement Payment Date (a “Nominal Settlement Date”), elect to deliver the Shares comprising the related Cash Settlement Amount (in the case of Net Share Settlement) on two or more dates (each, a “Staggered Settlement Date”) as follows: (a) in such notice, Party A will specify to Party B the related Staggered Settlement Dates (the first of which will be such Nominal Settlement Date and the last of which will be no later than the twentieth (20th) Exchange Business Day following such Nominal Settlement Date) and the number of Shares that it will deliver on each Staggered Settlement Date; (b) the aggregate number of Shares that Party A will deliver to Party B hereunder on all such Staggered Settlement Dates will equal the number of Shares that Party A would otherwise be required to deliver on such Nominal Settlement Date; and (c) if the Net Share Settlement terms set forth above were to apply on the Nominal Settlement Date, then the Net Share Settlement terms will apply on each Staggered Settlement Date, except that the Shares comprising the Cash Settlement Amount will be allocated among such Staggered Settlement Dates as specified by Party A in the notice referred to in clause (a) above. Notwithstanding anything herein to the contrary, Party A shall be entitled to deliver Shares to Party B from time to time prior to the date on which Party A would be obligated to deliver them to Party B pursuant to the Net Share Settlement terms set forth above, and Party B agrees to credit all such early deliveries against Party A’s obligations hereunder in the direct order in which such obligations arise. No such early delivery of Shares will accelerate or otherwise affect any of Party B’s obligations to Party A hereunder. To the extent Party A receives or is entitled to receive any distribution or payment in respect of Shares by reason of Party A’s being a holder of record of such Shares on any date after the Nominal Settlement Date which Party A would have delivered to Party B on such Nominal Settlement Date but for the provisions of this Section 65, Party A shall deliver such distribution or payment to Party B at the time Party A delivers the related Shares to Party B in accordance with this Section 65, if such distribution or payment has already been received by Party A at such time, or within a reasonable period of time following Party A’s receipt of the distribution or payment, if such distribution or payment has not already been received by Party A at the time Party A delivers the related Shares to Party B in accordance with this Section 65.

Staggered Settlement. If Party A upon advice of counsel with respect to any legal, regulatory or self-regulatory requirements or related policies or procedures applicable to Dealer, including any requirements, policies or procedures relating to Dealer’s hedging activities hereunder, Dealer reasonably determines reasonably and in good faith that it would not be practicable or advisable to deliver, or to acquire Shares to deliver, any or all of the sum of (i) the number of Shares required to be delivered to Party B hereunder by Dealer on any Cash Settlement Payment DateDate for the Transaction, and (ii) any other Shares beneficially owned by Party A, would exceed 9.9% of all outstanding Shares, then Party A Dealer may, by notice to Party B Counterparty on or prior to such Cash Settlement Payment Date (a “Nominal Settlement Date”), elect to deliver the Daily Number of Shares comprising the related Cash otherwise deliverable on such Nominal Settlement Amount (in the case of Net Share Settlement) Date on two or more dates (each, a “Staggered Settlement Date”) or at two or more times on a Nominal Settlement Date as follows: (a1) in such notice, Party A Dealer will specify to Party B Counterparty the related Staggered Settlement Dates (the first each of which will be such Nominal Settlement Date and the last of which will be no later than on or prior to the twentieth (20th) Exchange Business Day following such Nominal Settlement Date) and the number of Shares that it will deliver on each Staggered Settlement DateDate or delivery times; (b2) the aggregate number of Shares that Party A Dealer will deliver to Party B Counterparty hereunder on all such Staggered Settlement Dates or delivery times will equal the number of Shares that Party A Dealer would otherwise be required to deliver on such Nominal Settlement Date; and (c3) if the Net Share Settlement terms set forth above were to apply on the Nominal Settlement Date, then the Net Share Physical Settlement terms will apply on each Staggered Settlement Date, except that the Daily Number of Shares comprising the Cash otherwise deliverable on such Nominal Settlement Amount Date will be allocated among such Staggered Settlement Dates or delivery times as specified by Party A Dealer in the notice referred to in clause (a1) above. Notwithstanding anything herein to the contrary, Party A solely in connection with a Staggered Settlement Date, Dealer shall be entitled to deliver Shares to Party B Counterparty from time to time prior to the date on which Party A Dealer would be obligated to deliver them to Party B Counterparty pursuant to the Net Share Physical Settlement terms set forth above, and Party B Counterparty agrees to credit all such early deliveries against Party ADealer’s obligations hereunder in the direct order in which such obligations arise. To the extent Party A receives or is entitled to receive any distribution or payment in respect No such early delivery of Shares by reason will accelerate or otherwise affect any of Party ACounterparty’s being a holder of record of such Shares on any date after the Nominal Settlement Date which Party A would have delivered obligations to Party B on such Nominal Settlement Date but for the provisions of this Section 6, Party A shall deliver such distribution or payment to Party B at the time Party A delivers the related Shares to Party B in accordance with this Section 6, if such distribution or payment has already been received by Party A at such time, or within a reasonable period of time following Party A’s receipt of the distribution or payment, if such distribution or payment has not already been received by Party A at the time Party A delivers the related Shares to Party B in accordance with this Section 6Dealer hereunder.

Staggered Settlement. If Party A determines reasonably and in good faith that the sum of (i) the number of Shares required to be delivered to Party B hereunder on any Cash Settlement Payment Date, and (ii) any other Shares beneficially owned by Party A, would exceed 9.94.9% of all outstanding Shares, then Party A may, by notice to Party B on or prior to such Cash Settlement Payment Date (a “Nominal Settlement Date”), elect to deliver the Shares comprising the related Cash Settlement Amount (in the case of Net Share Settlement) on two or more dates (each, a “Staggered Settlement Date”) as follows: (a) in such notice, Party A will specify to Party B the related Staggered Settlement Dates (the first of which will be such Nominal Settlement Date and the last of which will be no later than the twentieth (20th) Exchange Business Day following such Nominal Settlement Date) and the number of Shares that it will deliver on each Staggered Settlement Date; (b) the aggregate number of Shares that Party A will deliver to Party B hereunder on all such Staggered Settlement Dates will equal the number of Shares that Party A would otherwise be required to deliver on such Nominal Settlement Date; and (c) if the Net Share Settlement terms set forth above were to apply on the Nominal Settlement Date, then the Net Share Settlement terms will apply on each Staggered Settlement Date, except that the Shares comprising the Cash Settlement Amount will be allocated among such Staggered Settlement Dates as specified by Party A in the notice referred to in clause (a) above. Notwithstanding anything herein to the contrary, Party A shall be entitled to deliver Shares to Party B from time to time prior to the date on which Party A would be obligated to deliver them to Party B pursuant to the Net Share Settlement terms set forth above, and Party B agrees to credit all such early deliveries against Party A’s obligations hereunder in the direct order in which such obligations arise. To the extent Party A receives or is entitled to receive any distribution or payment in respect of Shares by reason of Party A’s being a holder of record of such Shares on any date after the Nominal Settlement Date which Party A would have delivered to Party B on such Nominal Settlement Date but for the provisions of this Section 6, Party A shall deliver such distribution or payment to Party B at the time Party A delivers the related Shares to Party B in accordance with this Section 6, if such distribution or payment has already been received by Party A at such time, or within a reasonable period of time following Party A’s receipt of the distribution or payment, if such distribution or payment has not already been received by Party A at the time Party A delivers the related Shares to Party B in accordance with this Section 6.

Staggered Settlement. If Party A Deutsche determines reasonably and in good faith that the sum of (i) the number of Shares required to be delivered to Party B Counterparty hereunder on any Cash Settlement Payment Date, and (ii) any other Shares beneficially owned by Party A, Date would exceed 9.99.0% of all outstanding Shares, then Party A Deutsche may, by notice to Party B Counterparty on or prior to such Cash Settlement Payment Date (a “Nominal Settlement Date”), elect to deliver the Shares comprising the related Cash Settlement Share Equivalent Amount (in the case of Net Share Settlement) on two or more dates (each, a “Staggered Settlement Date”) as follows: (a) in such notice, Party A Deutsche will specify to Party B Counterparty the related Staggered Settlement Dates (the first of which will be such Nominal Settlement Date and the last of which will be no later than the twentieth (20th) Exchange Business Day following such Nominal Settlement Date; provided that Deutsche shall use its commercially reasonable efforts to deliver all of such Shares as soon as possible following such Nominal Settlement Date) and the number of Shares that it will deliver on each Staggered Settlement Date; (b) the aggregate number of Shares that Party A Deutsche will deliver to Party B Counterparty hereunder on all such Staggered Settlement Dates will equal the number of Shares that Party A Deutsche would otherwise be required to deliver on such Nominal Settlement Date; and (c) if the Net Share Settlement terms set forth above were to apply on the Nominal Settlement Date, then the Net Share Settlement terms will apply on each Staggered Settlement Date, except that the Shares comprising the Cash Settlement Share Equivalent Amount will be allocated among such Staggered Settlement Dates as specified by Party A Deutsche in the notice referred to in clause (a) above. Notwithstanding anything herein to the contrary, Party A Deutsche shall be entitled to deliver Shares to Party B Counterparty from time to time prior to the date on which Party A Deutsche would be obligated to deliver them to Party B Counterparty pursuant to the Net Share Settlement terms set forth above, and Party B Counterparty agrees to credit all such early deliveries against Party ADeutsche’s obligations hereunder in the direct order in which such obligations arise. No such early delivery of Shares will accelerate or otherwise affect any of Counterparty’s obligations to Deutsche hereunder. To the extent Party A Deutsche receives or is entitled to receive any distribution or payment in respect of Shares by reason of Party ADeutsche’s being a holder of record of such Shares on any date after the Nominal Settlement Date which Party A Deutsche would have delivered to Party B Counterparty on such Nominal Settlement Date but for the provisions of this Section 6, Party A Deutsche shall deliver such distribution or payment to Party B Counterparty at the time Party A Deutsche delivers the related Shares to Party B Counterparty in accordance with this Section 6, if such distribution or payment has already been received by Party A Deutsche at such time, or within a reasonable period of time following Party ADeutsche’s receipt of the distribution or payment, if such distribution or payment has not already been received by Party A Deutsche at the time Party A Deutsche delivers the related Shares to Party B Counterparty in accordance with this Section 6.

Staggered Settlement. If Party A MLI determines reasonably and in good faith that the sum of (i) the number of Shares required to be delivered to Party B hereunder on any Cash Settlement Payment Date, and (ii) any other Shares beneficially owned by Party A, Date would exceed 9.98.0% of all outstanding Shares, then Party A MLI may, by notice to Party B on or prior to such Cash Settlement Payment Date (a “Nominal Settlement Date”), elect to deliver the Shares comprising the related Cash Settlement Amount (in the case of Net Share Settlement) on two or more dates (each, a “Staggered Settlement Date”) or at two or more times on the Nominal Settlement Date as follows: (a1) in such notice, Party A MLI will specify to Party B the related Staggered Settlement Dates (the first of which will be such Nominal Settlement Date and the last of which will be no later than the twentieth twenty (20th20) Exchange Business Day Days following such Nominal Settlement Date) or delivery times and the number of Shares that how it will allocate the Shares it is required to deliver on each hereunder among the Staggered Settlement DateDates or delivery times; (b2) the aggregate number of Shares that Party A MLI will deliver to Party B hereunder on all such Staggered Settlement Dates or delivery times will equal the number of Shares that Party A MLI would otherwise be required to deliver on such Nominal Settlement Date; and (c3) if the Net Share Settlement terms set forth above were to apply on the Nominal Settlement Date, then the Net Share Physical Settlement terms will apply on each Staggered Settlement Date, except that the Shares comprising the Cash Settlement Amount will be allocated among such Staggered Settlement Dates or delivery times as specified by Party A MLI in the notice referred to in clause (a1) above. Notwithstanding anything herein to the contrary, Party A solely in connection with a Staggered Settlement Date, MLI shall be entitled to deliver Shares to Party B from time to time prior to the date on which Party A MLI would be obligated to deliver them to Party B pursuant to the Net Share Physical Settlement terms set forth above, and Party B agrees to credit all such early deliveries against Party AMLI’s obligations hereunder in the direct order in which such obligations arise. To the extent Party A receives or is entitled to receive any distribution or payment in respect No such early delivery of Shares by reason will accelerate or otherwise affect any of Party AB’s being a holder of record of such Shares on any date after the Nominal Settlement Date which Party A would have delivered obligations to Party B on such Nominal Settlement Date but for the provisions of this Section 6, Party A shall deliver such distribution or payment to Party B at the time Party A delivers the related Shares to Party B in accordance with this Section 6, if such distribution or payment has already been received by Party A at such time, or within a reasonable period of time following Party A’s receipt of the distribution or payment, if such distribution or payment has not already been received by Party A at the time Party A delivers the related Shares to Party B in accordance with this Section 6MLI hereunder.

Staggered Settlement. If Party A upon advice of counsel with respect to any legal, regulatory or self-regulatory requirements or related policies or procedures applicable to JPMorgan, including any requirements, policies or procedures relating to JPMorgan’s hedging activities hereunder, JPMorgan reasonably determines reasonably and in good faith that it would not be practicable or advisable to deliver, or to acquire Shares to deliver, any or all of the sum of (i) the number of Shares required to be delivered to Party B hereunder by JPMorgan on any Cash Settlement Payment DateDate for the Transaction, and (ii) any other Shares beneficially owned by Party A, would exceed 9.9% of all outstanding Shares, then Party A JPMorgan may, by notice to Party B Counterparty on or prior to such Cash Settlement Payment Date (a “Nominal Settlement Date”), elect to deliver the Daily Number of Shares comprising the related Cash otherwise deliverable on such Nominal Settlement Amount (in the case of Net Share Settlement) Date on two or more dates (each, a “Staggered Settlement Date”) or at two or more times on a Nominal Settlement Date as follows: (a1) in such notice, Party A JPMorgan will specify to Party B Counterparty the related Staggered Settlement Dates (the first of which will be such Nominal Settlement Date and the last of which will be no later than the twentieth (20th) Exchange Business Day following such Nominal Settlement Date) and the number of Shares that it will deliver on each Staggered Settlement DateDate or delivery times; (b2) the aggregate number of Shares that Party A JPMorgan will deliver to Party B Counterparty hereunder on all such Staggered Settlement Dates or delivery times will equal the number of Shares that Party A JPMorgan would otherwise be required to deliver on such Nominal Settlement Date; and (c3) if the Net Share Settlement terms set forth above were to apply on the Nominal Settlement Date, then the Net Share Physical Settlement terms will apply on each Staggered Settlement Date, except that the Daily Number of Shares comprising the Cash otherwise deliverable on such Nominal Settlement Amount Date will be allocated among such Staggered Settlement Dates or delivery times as specified by Party A JPMorgan in the notice referred to in clause (a1) above. Notwithstanding anything herein to the contrary, Party A solely in connection with a Staggered Settlement Date, JPMorgan shall be entitled to deliver Shares to Party B Counterparty from time to time prior to the date on which Party A JPMorgan would be obligated to deliver them to Party B Counterparty pursuant to the Net Share Physical Settlement terms set forth above, and Party B Counterparty agrees to credit all such early deliveries against Party AJPMorgan’s obligations hereunder in the direct order in which such obligations arise. To the extent Party A receives or is entitled to receive any distribution or payment in respect No such early delivery of Shares by reason will accelerate or otherwise affect any of Party ACounterparty’s being a holder of record of such Shares on any date after the Nominal Settlement Date which Party A would have delivered obligations to Party B on such Nominal Settlement Date but for the provisions of this Section 6, Party A shall deliver such distribution or payment to Party B at the time Party A delivers the related Shares to Party B in accordance with this Section 6, if such distribution or payment has already been received by Party A at such time, or within a reasonable period of time following Party A’s receipt of the distribution or payment, if such distribution or payment has not already been received by Party A at the time Party A delivers the related Shares to Party B in accordance with this Section 6JPMorgan hereunder.

Staggered Settlement. If Party A upon advice of counsel with respect to any legal, regulatory or self-regulatory requirements or related policies or procedures applicable to Dealer, including any requirements, policies or procedures relating to Dealer’s hedging activities hereunder that would be customarily applicable to transactions of this type by Dealer, Dealer reasonably determines reasonably and in good faith that it would not be practicable or advisable to deliver, or to acquire Shares to deliver, any or all of the sum of (i) the number of Shares required to be delivered to Party B hereunder by Dealer on any Cash Settlement Payment DateDate for the Transaction, and (ii) any other Shares beneficially owned by Party A, would exceed 9.9% of all outstanding Shares, then Party A Dealer may, by notice to Party B Counterparty on or prior to such Cash Settlement Payment Date (a “Nominal Settlement Date”), elect to deliver the Daily Number of Shares comprising the related Cash otherwise deliverable on such Nominal Settlement Amount (in the case of Net Share Settlement) Date on two or more dates (each, a “Staggered Settlement Date”) or at two or more times on a Nominal Settlement Date as follows: (a1) in such notice, Party A Dealer will specify to Party B Counterparty the related Staggered Settlement Dates (the first each of which will be such Nominal Settlement Date and the last of which will be no later than on or prior to the twentieth (20th) Exchange Business Day following such Nominal Settlement Date) and the number of Shares that it will deliver on each Staggered Settlement DateDate or delivery times; (b2) the aggregate number of Shares that Party A Dealer will deliver to Party B Counterparty hereunder on all such Staggered Settlement Dates or delivery times will equal the number of Shares that Party A Dealer would otherwise be required to deliver on such Nominal Settlement Date; and (c3) if the Net Share Settlement terms set forth above were to apply on the Nominal Settlement Date, then the Net Share Physical Settlement terms will apply on each Staggered Settlement Date, except that the Daily Number of Shares comprising the Cash otherwise deliverable on such Nominal Settlement Amount Date will be allocated among such Staggered Settlement Dates or delivery times as specified by Party A Dealer in the notice referred to in clause (a1) above. Notwithstanding anything herein to the contrary, Party A solely in connection with a Staggered Settlement Date, Dealer shall be entitled to deliver Shares to Party B Counterparty from time to time prior to the date on which Party A Dealer would be obligated to deliver them to Party B Counterparty pursuant to the Net Share Physical Settlement terms set forth above, and Party B Counterparty agrees to credit all such early deliveries against Party ADealer’s obligations hereunder in the direct order in which such obligations arise. To the extent Party A receives or is entitled to receive any distribution or payment in respect No such early delivery of Shares by reason will accelerate or otherwise affect any of Party ACounterparty’s being a holder of record of such Shares on any date after the Nominal Settlement Date which Party A would have delivered obligations to Party B on such Nominal Settlement Date but for the provisions of this Section 6, Party A shall deliver such distribution or payment to Party B at the time Party A delivers the related Shares to Party B in accordance with this Section 6, if such distribution or payment has already been received by Party A at such time, or within a reasonable period of time following Party A’s receipt of the distribution or payment, if such distribution or payment has not already been received by Party A at the time Party A delivers the related Shares to Party B in accordance with this Section 6Dealer hereunder.

Staggered Settlement. If Party A determines reasonably and in good faith that the sum of (i) the number of Shares required to be delivered to Party B hereunder on any Cash Settlement Payment Date, and (ii) any other Shares beneficially owned by Party A, Date would exceed 9.9% of all outstanding Shares, then Party A may, by notice to Party B on or prior to such Cash Settlement Payment Date (a “"Nominal Settlement Date”"), elect to deliver the Shares comprising the related Cash Share Equivalent Amount (in the case of Physical Settlement) or the Final Settlement Amount (in the case of Net Share Settlement) on two or more dates (each, a “"Staggered Settlement Date”") as follows: (a) in such notice, Party A will specify to Party B the related Staggered Settlement Dates (the first of which will be such Nominal Settlement Date and the last of which will be no later than the twentieth (20th) Exchange Business Day following such Nominal Settlement Date) and the number of Shares that it will deliver on each Staggered Settlement Date; (b) the aggregate number of Shares that Party A will deliver to Party B hereunder on all such Staggered Settlement Dates will equal the number of Shares that Party A would otherwise be required to deliver on such Nominal Settlement Date; (c) if the Physical Settlement terms set forth above were to apply on such Nominal Settlement Date, then the Physical Settlement terms will apply on each Staggered Settlement Date, except that the related Share Equivalent Amount will be allocated among such Staggered Settlement Dates as specified by Party in the notice referred to in clause (a) above and the Redemption Equivalent Amount will be payable on the Nominal Settlement Date; and (cd) if the Net Share Settlement terms set forth above were to apply on the Nominal Settlement Date, then the Net Share Settlement terms will apply on each Staggered Settlement Date, except that the Shares comprising the Cash Final Settlement Amount will be allocated among such Staggered Settlement Dates as specified by Party A in the notice referred to in clause (a) above. Notwithstanding anything herein to the contrary, Party A shall be entitled to deliver Shares to Party B from time to time prior to the date on which Party A would be obligated to deliver them to Party B pursuant to the Physical Settlement and Net Share Settlement terms set forth above, and Party B agrees to credit all such early deliveries against Party A’s 's obligations hereunder in the direct order in which such obligations arise. No such early delivery of Shares will accelerate or otherwise affect any of Party B's obligations to Party A hereunder. To the extent Party A receives or is entitled to receive any distribution or payment in respect of Shares by reason of Party A’s 's being a holder of record of such Shares on any date after the Nominal Settlement Date which Party A would have delivered to Party B on such Nominal Settlement Date but for the provisions of this Section 6, Party A shall deliver such distribution or payment to Party B at the time Party A delivers the related Shares to Party B in accordance with this Section 6, if such distribution or payment has already been received by Party A at such time, or within a reasonable period of time following Party A’s 's receipt of the distribution or payment, if such distribution or payment has not already been received by Party A at the time Party A delivers the related Shares to Party B in accordance with this Section 6.

Staggered Settlement. If Party A determines reasonably and in good faith that the sum of (i) the number of Shares required to be delivered to Party B hereunder on any Cash Settlement Payment Date, and (ii) any other Shares beneficially owned by Party A, would exceed 9.9% of all outstanding Shares, then Party A may, by notice to Party B on or prior to such Cash Settlement Payment Date (a “Nominal Settlement Date”), elect to deliver the Shares comprising the related Cash Settlement Amount (in the case of Net Share Settlement) on two or more dates (each, a “Staggered Settlement Date”) as follows: (a) in such notice, Party A will specify to Party B the related Staggered Settlement Dates (the first of which will be such Nominal Settlement Date and the last of which will be no later than the twentieth thirtieth (20th30th) Exchange Business Day following such Nominal Settlement Date) and the number of Shares that it will deliver on each Staggered Settlement Date; (b) the aggregate number of Shares that Party A will deliver to Party B hereunder on all such Staggered Settlement Dates will equal the number of Shares that Party A would otherwise be required to deliver on such Nominal Settlement Date; and (c) if the Net Share Settlement terms set forth above were to apply on the Nominal Settlement Date, then the Net Share Settlement terms will apply on each Staggered Settlement Date, except that the Shares comprising the Cash Settlement Amount will be allocated among such Staggered Settlement Dates as specified by Party A in the notice referred to in clause (a) above. Notwithstanding anything herein to the contrary, Party A shall be entitled to deliver Shares to Party B from time to time prior to the date on which Party A would be obligated to deliver them to Party B pursuant to the Net Share Settlement terms set forth above, and Party B agrees to credit all such early deliveries against Party A’s obligations hereunder in the direct order in which such obligations arise. To the extent Party A receives or is entitled to receive any distribution or payment in respect of Shares by reason of Party A’s being a holder of record of such Shares on any date after the Nominal Settlement Date which Party A would have delivered to Party B on such Nominal Settlement Date but for the provisions of this Section 6, Party A shall deliver such distribution or payment to Party B at the time Party A delivers the related Shares to Party B in accordance with this Section 6, if such distribution or payment has already been received by Party A at such time, or within a reasonable period of time following Party A’s receipt of the distribution or payment, if such distribution or payment has not already been received by Party A at the time Party A delivers the related Shares to Party B in accordance with this Section 6.

Staggered Settlement. If Party A determines reasonably and in good faith that the sum of (i) JPMorgan, acting in good faith, reasonably determines that any acquisition by JPMorgan of the number Shares for the purpose of Shares required delivery to be delivered to Party B the Counterparty hereunder would cause JPMorgan's "beneficial ownership" (within the meaning of Section 16 of the Exchange Act and rules promulgated thereunder) on any Cash Settlement Payment DateDate to exceed 8% of Parent's outstanding Shares, and (ii) any other Shares beneficially owned by Party Athere is a Market Disruption Event during the Cash Settlement Averaging Period or (iii) JPMorgan, would exceed 9.9% of all outstanding acting in good faith, reasonably determines that there is not sufficient liquidity in the borrow market for the Shares, then Party A JPMorgan may, by notice to Party B the Counterparty on or prior to such Cash any Settlement Payment Date (a “Nominal Settlement Date”"NOMINAL SETTLEMENT DATE"), elect to deliver the Shares comprising the related Cash Settlement Amount (in the case of Net Share Settlement) on two or more dates (each, a “Staggered Settlement Date”"STAGGERED SETTLEMENT DATE") as follows: (a) in such notice, Party A JPMorgan will specify to Party B the Counterparty the related Staggered Settlement Dates (the first of which will be such Nominal Settlement Date and the last of which will be no later than the twentieth (20th) Exchange Business Day following such Nominal Settlement Date) and the number of Shares that it will deliver on each Staggered Settlement DateDate on a payment versus delivery basis; (b) the aggregate number of Shares that Party A JPMorgan will deliver to Party B the Counterparty hereunder on all such Staggered Settlement Dates will equal the number of A SUBSIDIARY OF J.P. MORGAN CHASE & CO. ORGANIZED AS A NATIONAL BANK ASSOCIAXXXX XXXX XIMITED LIABILITY UNDER THE UNITED STATES NATIONAL BANK ACT REGISTERED IN ENGLAND BRANCH NUMBER BR000746. AUTHORISED BY THE FSA. REGISTERED BRANCH ADDRESS 125 LONDON WALL, LONDON, EC2Y 5AJ. HEAD OFFICE 270 XXXX XXXXXX, XXX XXXX, XXX. (JP MORGAN LOGO) Shares that Party A JPMorgan would otherwise be required otherwixx xx xxxuired to deliver on such Nominal Settlement Date; and (c) if the Net Share Settlement terms set forth above were to apply on the Nominal Settlement Date, then the Net Share Settlement terms will apply on each Staggered Settlement Date, except that the Net Shares comprising the Cash Settlement Amount will be allocated among such Staggered Settlement Dates as specified by Party A JPMorgan in the notice referred to in clause (a) above. Notwithstanding anything herein to the contrary, Party A shall be entitled to deliver Shares to Party B from time to time prior to the date on which Party A would be obligated to deliver them to Party B pursuant to the Net Share Settlement terms set forth above, and Party B agrees to credit all such early deliveries against Party A’s obligations hereunder in the direct order in which such obligations arise. To the extent Party A receives or is entitled to receive any distribution or payment in respect of Shares by reason of Party A’s being a holder of record of such Shares on any date after the Nominal Settlement Date which Party A would have delivered to Party B on such Nominal Settlement Date but for the provisions of this Section 6, Party A shall deliver such distribution or payment to Party B at the time Party A delivers the related Shares to Party B in accordance with this Section 6, if such distribution or payment has already been received by Party A at such time, or within a reasonable period of time following Party A’s receipt of the distribution or payment, if such distribution or payment has not already been received by Party A at the time Party A delivers the related Shares to Party B in accordance with this Section 6.

Staggered Settlement. If Party A upon advice of counsel with respect to any legal, regulatory or self-regulatory requirements or related policies or procedures applicable to JPMorgan, including any requirements, policies or procedures relating to JPMorgan’s commercially reasonable hedging activities hereunder that would be customarily applicable to transactions of this type by JPMorgan, JPMorgan reasonably determines reasonably and in good faith that it would not be practicable or advisable to deliver, or to acquire Shares to deliver, any or all of the sum of (i) the number of Shares required to be delivered to Party B hereunder by JPMorgan on any Cash Settlement Payment DateDate for the Transaction, and (ii) any other Shares beneficially owned by Party A, would exceed 9.9% of all outstanding Shares, then Party A JPMorgan may, by notice to Party B Counterparty on or prior to such Cash Settlement Payment Date (a “Nominal Settlement Date”), elect to deliver the Daily Number of Shares comprising the related Cash otherwise deliverable on such Nominal Settlement Amount (in the case of Net Share Settlement) Date on two or more dates (each, a “Staggered Settlement Date”) or at two or more times on a Nominal Settlement Date as follows: (a1) in such notice, Party A JPMorgan will specify to Party B Counterparty the related Staggered Settlement Dates (the first of which will be such Nominal Settlement Date and the last of which will be no later than the twentieth (20th) Exchange Business Day following such Nominal Settlement Date) and the number of Shares that it will deliver on each Staggered Settlement DateDate or delivery times; (b2) the aggregate number of Shares that Party A JPMorgan will deliver to Party B Counterparty hereunder on all such Staggered Settlement Dates or delivery times will equal the number of Shares that Party A JPMorgan would otherwise be required to deliver on such Nominal Settlement Date; and (c3) if the Net Share Settlement terms set forth above were to apply on the Nominal Settlement Date, then the Net Share Physical Settlement terms will apply on each Staggered Settlement Date, except that the Daily Number of Shares comprising the Cash otherwise deliverable on such Nominal Settlement Amount Date will be allocated among such Staggered Settlement Dates or delivery times as specified by Party A JPMorgan in the notice referred to in clause (a1) above. Notwithstanding anything herein to the contrary, Party A solely in connection with a Staggered Settlement Date, JPMorgan shall be entitled to deliver Shares to Party B Counterparty from time to time prior to the date on which Party A JPMorgan would be obligated to deliver them to Party B Counterparty pursuant to the Net Share Physical Settlement terms set forth above, and Party B Counterparty agrees to credit all such early deliveries against Party AJPMorgan’s obligations hereunder in the direct order in which such obligations arise. To the extent Party A receives or is entitled to receive any distribution or payment in respect No such early delivery of Shares by reason will accelerate or otherwise affect any of Party ACounterparty’s being a holder of record of such Shares on any date after the Nominal Settlement Date which Party A would have delivered obligations to Party B on such Nominal Settlement Date but for the provisions of this Section 6, Party A shall deliver such distribution or payment to Party B at the time Party A delivers the related Shares to Party B in accordance with this Section 6, if such distribution or payment has already been received by Party A at such time, or within a reasonable period of time following Party A’s receipt of the distribution or payment, if such distribution or payment has not already been received by Party A at the time Party A delivers the related Shares to Party B in accordance with this Section 6JPMorgan hereunder.

Staggered Settlement. If Party A ML determines reasonably and in good faith that the sum of (i) the number of Shares required to be delivered to Party B hereunder on any Cash Settlement Payment Date, and (ii) any other Shares beneficially owned by Party A, Date would exceed 9.94.0% of all outstanding Shares, then Party A ML may, by notice to Party B on or prior to such Cash Settlement Payment Date (a “Nominal Settlement Date”), elect to deliver the Shares comprising the related Cash Settlement Amount (in the case Daily Number of Net Share Settlement) Shares on two or more dates (each, a “Staggered Settlement Date”) or at two or more times on the Nominal Settlement Date as follows: (a1) in such notice, Party A ML will specify to Party B the related Staggered Settlement Dates (the first of which will be such Nominal Settlement Date and the last of which will be no later than the twentieth twenty (20th20) Exchange Business Day Days following such Nominal Settlement Date) or delivery times and the number of Shares that how it will allocate the Shares it is required to deliver on each hereunder among the Staggered Settlement DateDates or delivery times; (b2) the aggregate number of Shares that Party A ML will deliver to Party B hereunder on all such Staggered Settlement Dates or delivery times will equal the number of Shares that Party A ML would otherwise be required to deliver on such Nominal Settlement Date; and (c3) if the Net Share Settlement terms set forth above were to apply on the Nominal Settlement Date, then the Net Share Physical Settlement terms will apply on each Staggered Settlement Date, except that the Shares comprising the Cash Settlement Amount Daily Number of Shares will be allocated among such Staggered Settlement Dates or delivery times as specified by Party A ML in the notice referred to in clause (a1) above. Notwithstanding anything herein to the contrary, Party A solely in connection with a Staggered Settlement Date, ML shall be entitled to deliver Shares to Party B from time to time prior to the date on which Party A ML would be obligated to deliver them to Party B pursuant to the Net Share Physical Settlement terms set forth above, and Party B agrees to credit all such early deliveries against Party AML’s obligations hereunder in the direct order in which such obligations arise. To the extent Party A receives or is entitled to receive any distribution or payment in respect No such early delivery of Shares by reason will accelerate or otherwise affect any of Party AB’s being a holder of record of such Shares on any date after the Nominal Settlement Date which Party A would have delivered obligations to Party B on such Nominal Settlement Date but for the provisions of this Section 6, Party A shall deliver such distribution or payment to Party B at the time Party A delivers the related Shares to Party B in accordance with this Section 6, if such distribution or payment has already been received by Party A at such time, or within a reasonable period of time following Party A’s receipt of the distribution or payment, if such distribution or payment has not already been received by Party A at the time Party A delivers the related Shares to Party B in accordance with this Section 6ML hereunder.