Alternative Calculations and Bank Payment on Early Termination and on Certain Extraordinary Events Sample Clauses


Alternative Calculations and Bank Payment on Early Termination and on Certain Extraordinary Events. If Bank owes Counterparty any amount in connection with a Transaction hereunder pursuant to Sections 12.2, 12.3, 12.6, 12.7 or 12.9 of the Definitions (except in the case of an Extraordinary Event in which the consideration or proceeds to be paid to holders of Shares as a result of such event consists solely of cash) or pursuant to Section 6(d)(ii) of the Agreement (except in the case of an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party, other than an (x) Event of Default of the type described in Section 5(a)(iii), (v), (vi) or (vii) of the Agreement or (y) a Termination Event of the type described in Section 5(b)(i), (ii), (iii), (iv), or (v) of the Agreement that in the case of either (x) or (y) resulted from an event or events outside Counterparty’s control) (a “Bank Payment Obligation”), Counterparty shall have the right, in its sole discretion, to require Bank to satisfy any such Bank Payment Obligation by delivery of Termination Delivery Units (as defined below) by giving irrevocable telephonic notice to Bank, confirmed in writing within one Scheduled Trading Day, between the hours of 9:00 a.m. and 4:00 p.m. New York time on the Merger Date, Announcement Date or Early Termination Date or other date of cancellation or termination, as applicable (“Notice of Bank Termination Delivery”). If no Notice of Bank Termination Delivery is received by Bank within the time specified in the preceding sentence, Bank shall have the right, in its sole discretion, to satisfy any Bank Payment Obligation by delivery of the Termination Delivery Units by promptly notifying Counterparty. Within a commercially reasonable period of time following receipt of a Notice of Bank Termination Delivery or such notice by Bank to Counterparty, as the case may be, Bank shall deliver to Counterparty a number of Termination Delivery Units having a cash value equal to the amount of such Bank Payment Obligation (such number of Termination Delivery Units to be delivered to be determined by the Calculation Agent as the number of whole Termination Delivery Units that could be purchased over a commercially reasonable period of time with the cash equivalent of such payment obligation).