Common use of Issuance of Shares of Common Stock Clause in Contracts

Issuance of Shares of Common Stock. Unless a Termination Event, an Early Settlement or a Cash Merger Early Settlement shall have occurred, on each Stock Purchase Date upon receipt of the aggregate Purchase Price payable on all Outstanding Equity Units with respect to such Stock Purchase Date, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Equity Units, by book-entry transfer or in the form of one or more certificates representing newly issued or treasury shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the close of business on the date of delivery of the shares of Common Stock to the Purchase Contract Agent, being hereinafter referred to as the “Stock Purchase Contract Settlement Fund”) to which the Holders are entitled hereunder. Subject to the foregoing, upon delivery on or after any Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, of the applicable settlement instructions forming part of the Certificate for each Equity Unit (and in the case of the Third Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, the surrender of such Certificate) to the Purchase Contract Agent on or after the applicable Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, as the case may be, together with IRS Forms W-8 or W-9 or substitute thereof (as appropriate) duly completed and executed, the Holder of such Certificate shall be entitled to receive forthwith in respect thereof or exchange therefor, by book-entry transfer or in the form of a certificate, that whole number of newly issued or treasury shares of Common Stock that such Holder is entitled to receive pursuant to the provisions of this Article V (after taking into account all Equity Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.08 and any dividends or distributions with respect to such shares constituting part of the Stock Purchase Contract Settlement Fund, but without any interest thereon. Any Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder’s designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Stock Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing a Equity Units of which such Stock Purchase Contract forms a part is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Certificate evidencing such Stock Purchase Contract or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, an Early Settlement or a Cash Merger Early Settlement shall have occurred, and subject to Section 5.4(b), on each Stock Purchase Date Date, upon receipt of the aggregate Purchase Price payable on all Outstanding Equity Units with respect to such Stock Purchase DateDate on all Outstanding Common Equity Units, the Company shall issue and deposit with deliver to the Stock Purchase Contract Agent (or at the Stock Purchase Contract Agent’s order), for the benefit of the Holders of the Outstanding Common Equity Units, by book-book entry transfer or in the form of one or more certificates representing newly issued or treasury shares of Common Stock registered in the name of the Stock Purchase Contract Agent (or its nominee) as custodian for the Holders (to which the Holders are entitled hereunder with respect to the Common Equity Units on such Stock Purchase Date. Such certificates for shares of Common Stock, together with any all dividends or distributions for which a on such shares whose record date and payment date for occur after such dividend or distribution has occurred after the close of business on the date of delivery of the shares of Common Stock to the Purchase Contract AgentDate, being are hereinafter referred to as the “Stock Purchase Contract Settlement Fund”) .” Each certificate issued representing shares of Common Stock issued upon the settlement of a Stock Purchase Contract shall bear a legend substantially similar to the Private Placement Legend if the Certificate representing the Common Equity Unit of which such Stock Purchase Contract formed a part contained the Holders are entitled hereunderPrivate Placement Legend on the applicable Stock Purchase Date. Subject to the foregoing, the Holder of a Certificate shall be entitled (upon delivery surrender of such Certificate to the Stock Purchase Contract Agent, together with settlement instructions thereon duly completed and executed), on or after any the First Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, of the applicable settlement instructions forming part of the Certificate for each Equity Unit (and in the case of the Third Second Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, the surrender of such Certificate) to the Purchase Contract Agent on or after the applicable Third Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, as the case may be, together with IRS Forms W-8 or W-9 or substitute thereof (as appropriate) duly completed and executed, the Holder of such Certificate shall be entitled to receive forthwith in respect thereof or exchange therefor, by book-book entry transfer or in the form of a certificate, that whole number of newly issued or treasury shares of Common Stock that which such Holder is entitled to receive pursuant to the provisions of this Article V (after taking into account all Common Equity Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.08 5.9 and any dividends or distributions with respect to such shares constituting part of the Stock Purchase Contract Settlement Fund, but without any interest thereon. Any , and the Certificate so surrendered shall forthwith be cancelled; provided, however, that no such surrender is required with respect to the First Stock Purchase Date or the Second Stock Purchase Date. Such shares shall be registered in the name of the Holder or the Holder’s designee as specified in the settlement instructions provided by the Holder to the Stock Purchase Contract Agent. If any shares of Common Stock issued in respect of a Stock Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing a the Common Equity Units Unit of which such Stock Purchase Contract forms a part is registeredregistered (but excluding any Depositary or nominee thereof), no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the such Certificate evidencing such Stock Purchase Contract or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, Event or an Early Settlement or a Cash Merger Early Settlement shall have occurred, subject to Section 5.04(b), on each Stock the Purchase Contract Settlement Date upon receipt of the aggregate Purchase Price payable on all Outstanding Equity Units with respect to such Stock Purchase DateSecurities, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Equity UnitsSecurities, by book-entry transfer or in the form of one or more certificates representing newly issued or treasury shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the close of business on the date of delivery of the shares of Common Stock to the Purchase Contract AgentSettlement Date, being hereinafter referred to as the “Stock "Purchase Contract Settlement Fund”") to which the Holders are entitled hereunder. Subject to the foregoing, upon delivery on or after any Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, of the applicable settlement instructions forming part of the Certificate for each Equity Unit (and in the case of the Third Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, the surrender of such Certificate) a Certificate to the Purchase Contract Agent on or after the applicable Stock Purchase Date, the Early Contract Settlement Date or the Cash Merger Early Settlement Date, as the case may be, together with IRS Forms W-8 or W-9 or substitute thereof (as appropriate) settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive forthwith in respect thereof or exchange therefor, by book-entry transfer or in the form of therefor a certificate, certificate representing that whole number of newly issued or treasury whole shares of Common Stock that which such Holder is entitled to receive pursuant to the provisions of this Article V Five (after taking into account all Equity Units Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.08 5.09 and any dividends or distributions with respect to such shares constituting part of the Stock Purchase Contract Settlement Fund, but without any interest thereon. Any , and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder’s 's designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Stock 42 Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing a Equity Units of which such Stock Purchase Contract forms a part is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Certificate evidencing such Stock Purchase Contract or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, Event or an Early Settlement or a Cash Merger Early Settlement shall have occurred, subject to Section 5.04(b), on each Stock the Purchase Contract Settlement Date upon receipt of the aggregate Purchase Price payable on all Outstanding Equity Units with respect to such Stock Purchase DateSecurities, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Equity UnitsSecurities, by book-entry transfer or in the form of one or more certificates representing newly issued or treasury the shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the close of business on the date of delivery of the shares of Common Stock to the Purchase Contract AgentSettlement Date, being hereinafter referred to as the “Stock Purchase Contract Settlement Fund”"PURCHASE CONTRACT SETTLEMENT FUND") to which the Holders are entitled hereunder. Subject to the foregoing, upon delivery on or after any Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, of the applicable settlement instructions forming part of the Certificate for each Equity Unit (and in the case of the Third Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, the surrender of such Certificate) a Certificate to the Purchase Contract Agent on or after the applicable Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Contract Settlement Date, as the case may be, together with IRS Forms W-8 or W-9 or substitute thereof (as appropriate) settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive forthwith in respect thereof or exchange therefor, by book-entry transfer or in the form of therefor a certificate, certificate representing that whole number of newly issued or treasury whole shares of Common Stock that which such Holder is entitled to receive pursuant to the provisions of this Article V Five (after taking into account all Equity Units Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.08 5.09 and any dividends or distributions with respect to such shares constituting part of the Stock Purchase Contract Settlement Fund, but without any interest thereon. Any , and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder’s 's designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Stock Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing a Equity Units of which such Stock Purchase Contract forms a part is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Certificate evidencing such Stock Purchase Contract or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, Event shall have occurred on or prior to the relevant Stock Purchase Date or an Early Settlement or a Cash Merger Early Settlement shall have occurred, on each Stock Purchase Date upon receipt of the aggregate Purchase Price payable on all Outstanding Equity Units occurred with respect to such all of the outstanding DECS, on the relevant Stock Purchase Date, upon its receipt of payment for the shares of Common Stock purchased by the Holders pursuant to the provisions of this Article and subject to Section 5.4, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Equity UnitsDECS, by book-entry transfer or in the form of one or more certificates or book-entry interests representing the newly issued or treasury shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates or book-entry interests for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the close of business on the date of delivery of the shares of Common relevant Stock to the Purchase Contract AgentDate, being hereinafter referred to as the “Stock "Forward Purchase Contract Settlement Fund”") to which the Holders are entitled hereunder. Subject to the foregoing, upon delivery on or after any Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, of the applicable settlement instructions forming part of the Certificate for each Equity Unit (and in the case of the Third Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, the surrender of such Certificate) a Certificate to the Purchase Contract Agent on or after the applicable relevant Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, as the case may be, together with IRS Forms W-8 or W-9 or substitute thereof (as appropriate) settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive forthwith in respect thereof exchange therefor a certificate or exchange therefor, by book-entry transfer or in the form of a certificate, interest representing that whole number of newly issued or treasury whole shares of Common Stock that which such Holder is entitled to receive pursuant to the provisions of this Article V (after taking into account all Equity Units DECS then held by such Holder), ) together with cash in lieu of fractional shares as provided in Section 5.08 5.11 and any dividends or distributions with respect to such shares constituting part of the Stock Forward Purchase Contract Settlement Fund, but without any interest thereon. Any , and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder’s 's designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Stock Forward Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing a Equity Units of which such Stock Forward Purchase Contract forms a part is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the such Certificate evidencing such Stock Purchase Contract or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, an Early Settlement or a Cash Merger Fundamental Change Early Settlement shall have occurred, on each Stock the Purchase Contract Settlement Date (or, if such date is not a Business Day, the next Business Day), upon receipt of the aggregate Purchase Price payable on all Outstanding Equity Units in accordance with respect to such Stock Purchase DateSection 5.02, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Equity Units, by book-entry transfer or in the form of one or more certificates representing newly issued or treasury shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the close of business on the date of delivery of the shares of Common Stock to the Purchase Contract Agent, being hereinafter referred to as the “Stock Purchase Contract Settlement Fund”) to which the Holders are entitled hereunder; provided, that, in case such Common Stock is to be delivered through the facilities of DTC or another Depositary, the Company shall cause its stock transfer agent to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, upon delivery on or after any Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, payment of the applicable settlement instructions forming part of the Certificate for each Equity Unit (Purchase Price, upon presentation and in the case of the Third Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, the surrender of such a Certificate) , if in certificated form, to the Purchase Contract Agent on or after the applicable Stock Purchase Contract Settlement Date, the settlement date for an Early Settlement Date or the Cash Merger Fundamental Change Early Settlement Date, as the case may bebe (or, if the applicable date is not a Business Day, the next Business Day), together with IRS Forms W-8 or W-9 or substitute thereof (as appropriate) settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive forthwith in respect thereof or exchange therefor, by book-entry transfer or in the form of therefor a certificate, certificate representing that whole number of newly issued or treasury whole shares of Common Stock that which such Holder is entitled to receive pursuant to the provisions of this Article V 5 (after taking into account all Equity Units then held by such HolderHolder and then subject to settlement), together with cash in lieu of fractional shares as provided in Section 5.08 and any dividends or distributions with respect to such shares constituting part of the Stock Purchase Contract Settlement Fund, but without any interest thereon. Any Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder’s designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Stock Purchase Contract are to be registered to in the name of a Person other than the Person in whose name the Certificate evidencing a Equity Units of which such Stock Purchase Contract forms a part is registeredregistered (but excluding any Depositary or nominee thereof), no such registration shall be made unless and until the Person requesting such registration has paid any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of the registered Holder of the Certificate evidencing such Stock Purchase Contract or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, an Early Settlement or a Cash Merger Early Settlement shall have occurred, and subject to Section 5.4(b), on each Stock Purchase Date Date, upon receipt of the aggregate Purchase Price payable on all Outstanding Equity Units with respect to such Stock Purchase DateDate on all Outstanding Common Equity Units, the Company shall issue and deposit with deliver to the Stock Purchase Contract Agent (or at the Stock Purchase Contract Agent’s order), for the benefit of the Holders of the Outstanding Common Equity Units, by book-book entry transfer or in the form of one or more certificates representing newly issued or treasury shares of Common Stock, shares of Common Stock registered in the name of the Stock Purchase Contract Agent (or its nominee) as custodian for the Holders (to which the Holders are entitled hereunder with respect to the Common Equity Units on such Stock Purchase Date. Such certificates for shares of Common Stock, together with any all dividends or distributions for which a on such shares whose record date and payment date for occur after such dividend or distribution has occurred after the close of business on the date of delivery of the shares of Common Stock to the Purchase Contract AgentDate, being are hereinafter referred to as the “Stock Purchase Contract Settlement Fund”) .” Each certificate issued representing shares of Common Stock issued upon the settlement of a Stock Purchase Contract shall bear a legend substantially similar to the Private Placement Legend if the Certificate representing the Common Equity Unit of which such Stock Purchase Contract formed a part contained the Holders are entitled hereunderPrivate Placement Legend on the applicable Stock Purchase Date. Subject to the foregoing, the Holder of a Certificate shall be entitled (upon delivery surrender of such Certificate to the Stock Purchase Contract Agent, together with settlement instructions thereon duly completed and executed), on or after any the First Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, of the applicable settlement instructions forming part of the Certificate for each Equity Unit (and in the case of the Third Second Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, the surrender of such Certificate) to the Purchase Contract Agent on or after the applicable Third Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, as the case may be, together with IRS Forms W-8 or W-9 or substitute thereof (as appropriate) duly completed and executed, the Holder of such Certificate shall be entitled to receive forthwith in respect thereof or exchange therefor, by book-book entry transfer or in the form of a certificate, that whole number of newly issued or treasury shares of Common Stock that which such Holder is entitled to receive pursuant to the provisions of this Article V (after taking into account all Common Equity Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.08 5.9 and any dividends or distributions with respect to such shares constituting part of the Stock Purchase Contract Settlement Fund, but without any interest thereon. Any , and the Certificate so surrendered shall forthwith be cancelled; provided, however, that no such surrender is required with respect to the First Stock Purchase Date or the Second Stock Purchase Date. Such shares shall be registered in the name of the Holder or the Holder’s designee as specified in the settlement instructions provided by the Holder to the Stock Purchase Contract Agent. If any shares of Common Stock issued in respect of a Stock Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing a the Common Equity Units Unit of which such Stock Purchase Contract forms a part is registeredregistered (but excluding any Depositary or nominee thereof), no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the such Certificate evidencing such Stock Purchase Contract or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, Event or an Early Settlement or a Cash Merger Early Settlement shall have occurred, subject to Section 5.05(b), on each Stock the Purchase Contract Settlement Date upon receipt of the aggregate Purchase Price payable on all Outstanding Equity Units with respect to such Stock Purchase DateSecurities, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Equity UnitsSecurities, by book-entry transfer or in the form of one or more certificates representing newly issued or treasury the shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the close of business on the date of delivery of the shares of Common Stock to the Purchase Contract AgentSettlement Date, being hereinafter referred to as the “Stock Purchase Contract Settlement Fund”"PURCHASE CONTRACT SETTLEMENT FUND") to which the Holders are entitled hereunder. Subject to the foregoing, upon delivery on or after any Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, of the applicable settlement instructions forming part of the Certificate for each Equity Unit (and in the case of the Third Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, the surrender of such Certificate) a Certificate to the Purchase Contract Agent on or after the applicable Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Contract Settlement Date, as the case may be, together with IRS Forms W-8 or W-9 or substitute thereof (as appropriate) settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive forthwith in respect thereof or exchange therefor, by book-entry transfer or in the form of therefor a certificate, certificate representing that whole number of newly issued or treasury whole shares of Common Stock that which such Holder is entitled to receive pursuant to the provisions of this Article V Five (after taking into account all Equity Units Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.08 5.09 and any dividends or distributions with respect to such shares constituting part of the Stock Purchase Contract Settlement Fund, but without any interest thereon. Any , and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder’s 's designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Stock Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing a Equity Units of which such Stock Purchase Contract forms a part is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Certificate evidencing such Stock Purchase Contract or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. (a) Unless a Termination Event, an Cash Merger Early Settlement or a Cash Merger an Early Settlement shall have occurred, subject to Section 5.04(b), on each Stock the Purchase Contract Settlement Date upon receipt of the aggregate Purchase Price payable on all Outstanding Equity Units with respect to such Stock Purchase DateSecurities, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Equity UnitsSecurities, by book-entry transfer or in the form of one or more certificates representing newly issued or treasury the shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the close of business on the date of delivery of the shares of Common Stock to the Purchase Contract AgentSettlement Date, being hereinafter referred to as the “Stock Purchase Contract Settlement Fund”"PURCHASE CONTRACT SETTLEMENT FUND") to which the Holders are entitled hereunder. Subject to the foregoing, upon delivery on or after any Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, of the applicable settlement instructions forming part of the Certificate for each Equity Unit (and in the case of the Third Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, the surrender of such Certificate) a Certificate to the Purchase Contract Agent on or after the applicable Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Contract Settlement Date, as the case may be, together with IRS Forms W-8 or W-9 or substitute thereof (as appropriate) settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive forthwith in respect thereof or exchange therefor, by book-entry transfer or in the form of therefor a certificate, certificate representing that whole number of newly issued or treasury whole shares of Common Stock that which such Holder is entitled to receive pursuant to the provisions of this Article V Five (after taking into account all Equity Units Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.08 5.09 and any dividends or distributions with respect to such shares constituting part of the Stock Purchase Contract Settlement Fund, but without any interest thereon. Any , and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder’s 's designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Stock Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing a Equity Units of which such Stock Purchase Contract forms a part is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Certificate evidencing such Stock Purchase Contract or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, Event shall have occurred on or prior to the Stock Purchase Date or an Early Settlement or a Cash Merger Early Settlement shall have occurred, on each Stock Purchase Date upon receipt of the aggregate Purchase Price payable on all Outstanding Equity Units with respect to such Stock Purchase Date, upon its receipt of payment for the shares of Common Stock purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.6, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Equity Units, by book-entry transfer or in the form of one or more certificates representing the newly issued or treasury shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the close of business on the date of delivery of the shares of Common Stock to the Purchase Contract AgentDate, being hereinafter referred to as the “Stock "Purchase Contract Settlement Fund”") to which the Holders are entitled hereunder. Subject to the foregoing, upon delivery on or after any Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, of the applicable settlement instructions forming part of the Certificate for each Equity Unit (and in the case of the Third Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, the surrender of such Certificate) a Certificate to the Purchase Contract Agent on or after the applicable Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, as the case may be, together with IRS Forms W-8 or W-9 or substitute thereof (as appropriate) settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive forthwith in respect thereof or exchange therefor, by book-entry transfer or in the form of therefor a certificate, certificate representing that whole number of newly issued or treasury whole shares of Common Stock that which such Holder is entitled to receive pursuant to the provisions of this Article V (after taking into account all Equity Units then held by such Holder), ) together with cash in lieu of fractional shares as provided in Section 5.08 5.12 and any dividends or distributions with respect to such shares constituting part of the Stock Purchase Contract Settlement Fund, but without any interest thereon. Any , and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder’s 's designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Stock Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing a Equity Units of which such Stock Purchase Contract forms a part is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the such Certificate evidencing such Stock Purchase Contract or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, Event or an Early Settlement or a Cash Merger Early Settlement shall have occurred, subject to Section , on each Stock the Purchase Contract Settlement Date upon receipt of the aggregate Purchase Price payable on all Outstanding Equity Units with respect to such Stock Purchase DateSecurities, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Equity UnitsSecurities, by book-entry transfer or in the form of one or more certificates representing newly issued or treasury shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the close of business on the date of delivery of the shares of Common Stock to the Purchase Contract AgentSettlement Date, being hereinafter referred to as the “Stock "Purchase Contract Settlement Fund”") to which the Holders are entitled hereunder. Subject to the foregoing, upon delivery on or after any Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, of the applicable settlement instructions forming part of the Certificate for each Equity Unit (and in the case of the Third Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, the surrender of such Certificate) a Certificate to the Purchase Contract Agent on or after the applicable Stock Purchase Date, the Early Contract Settlement Date or the Cash Merger Early Settlement Date, as the case may be, together with IRS Forms W-8 or W-9 or substitute thereof (as appropriate) settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive forthwith in respect thereof or exchange therefor, by book-entry transfer or in the form of therefor a certificate, certificate representing that whole number of newly issued or treasury whole shares of Common Stock that which such Holder is entitled to receive pursuant to the provisions of this Article V Five (after taking into account all Equity Units Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.08 and any dividends or distributions with respect to such shares constituting part of the Stock Purchase Contract Settlement Fund, but without any interest thereon. Any , and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder’s 's designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Stock Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing a Equity Units of which such Stock Purchase Contract forms a part is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Certificate evidencing such Stock Purchase Contract or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. (a) Unless a Termination Event, Event shall have occurred on or prior to the Purchase Contract Settlement Date or an Early Settlement or a Cash Merger Early Settlement shall have occurred, on each Stock the Purchase Date Contract Settlement Date, upon its receipt of payment in full of the aggregate Purchase Price payable on all Outstanding Equity Units with respect for the shares of Common Stock purchased by the Holders pursuant to such Stock Purchase Datethe foregoing provisions of this Article and subject to Section 5.4(b), the Company TECO shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Equity UnitsSecurities, by book-entry transfer or in the form of one or more certificates representing the newly issued or treasury shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the close of business on the date of delivery of the shares of Common Stock to the Purchase Contract AgentSettlement Date, being hereinafter referred to as the “Stock "Purchase Contract Settlement Fund”") to which the Holders are entitled hereunder. Subject to the foregoing, upon delivery on or after any Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, of the applicable settlement instructions forming part of the Certificate for each Equity Unit (and in the case of the Third Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, the surrender of such Certificate) a Certificate to the Purchase Contract Agent on or after the applicable Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Contract Settlement Date, as the case may be, together with IRS Forms W-8 or W-9 or substitute thereof (as appropriate) settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive forthwith in respect thereof or exchange therefor, by book-entry transfer or in the form of therefor a certificate, certificate representing that whole number of newly issued or treasury whole shares of Common Stock that which such Holder is entitled to receive pursuant to the provisions of this Article V (after taking into account all Equity Units then held by such Holder), ) together with cash in lieu of fractional shares as provided in Section 5.08 5.10 and any dividends or distributions with respect to such shares constituting part of the Stock Purchase Contract Settlement Fund, but without any interest thereon. Any , and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder’s 's designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Stock Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing a Equity Units of which such Stock Purchase Contract forms a part is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the such Certificate evidencing such Stock Purchase Contract or has established to the satisfaction of the Company TECO that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, an Early Settlement or a Cash Merger Early Settlement Event shall have occurred, subject to Section 5.04(b), on each Stock the Purchase Contract Settlement Date upon receipt of the aggregate Purchase Price payable on all Outstanding Equity Units with respect to such Stock Purchase DateSecurities, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Equity UnitsSecurities, by book-entry transfer or in the form of one or more certificates representing newly issued or treasury shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the close of business on the date of delivery of the shares of Common Stock to the Purchase Contract AgentSettlement Date, being hereinafter referred to as the “Stock "Purchase Contract Settlement Fund”") to which the Holders are entitled hereunder. Subject to the foregoing, upon delivery on or after any Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, of the applicable settlement instructions forming part of the Certificate for each Equity Unit (and in the case of the Third Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, the surrender of such Certificate) a Certificate to the Purchase Contract Agent on or after the applicable Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Contract Settlement Date, as the case may be, together with IRS Forms W-8 or W-9 or substitute thereof (as appropriate) settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive forthwith in respect thereof or exchange therefor, by book-entry transfer or in the form of therefor a certificate, certificate representing that whole number of newly issued or treasury whole shares of Common Stock that which such Holder is entitled to receive pursuant to the provisions of this Article V Five (after taking into account all Equity Units Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.08 5.09 and any dividends or distributions with respect to such shares constituting part of the Stock Purchase Contract Settlement Fund, but without any interest thereon. Any , and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder’s 's designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Stock Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing a Equity Units of which such Stock Purchase Contract forms a part is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Certificate evidencing such Stock Purchase Contract or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. Unless a Termination Event, Event or an Early Settlement or a Cash Merger Early Settlement shall have occurred, subject to Section 5.6(b), on each Stock the Purchase Contract Settlement Date upon receipt of the aggregate Purchase Price payable on all Outstanding Equity Units with respect to such Stock Purchase DateSecurities, Contract the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Equity UnitsSecurities, by book-entry transfer or in the form of one or more certificates representing newly issued or treasury the shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the close of business on the date of delivery of the shares of Common Stock to the Purchase Contract AgentSettlement Date, being hereinafter referred to as the “Stock "Purchase Contract Settlement Fund”") to which the Holders are entitled hereunder. Subject to the foregoing, upon delivery on or after any Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, of the applicable settlement instructions forming part of the Certificate for each Equity Unit (and in the case of the Third Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, the surrender of such Certificate) a Certificate to the Purchase Contract Agent on or after the applicable Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Contract Settlement Date, as the case may be, together with IRS Forms W-8 or W-9 or substitute thereof (as appropriate) settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive forthwith in respect thereof or exchange therefor, by book-entry transfer or in the form of therefor a certificate, certificate representing that whole number of newly issued or treasury whole shares of Common Stock that which such Holder is entitled to receive pursuant to the provisions of this Article V Five (after taking into account all Equity Units Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.08 5.11 and any dividends or distributions with respect to such shares constituting part of the Stock Purchase Contract Settlement Fund, but without any interest thereon. Any , and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder’s 's designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Stock Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing a Equity Units of which such Stock Purchase Contract forms a part is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Certificate evidencing such Stock Purchase Contract or has established to the satisfaction of the Company that such tax either has been paid or is not payable.