Common use of PROCEDURE FOR SETTLEMENT Clause in Contracts

PROCEDURE FOR SETTLEMENT. Except for delivery of Shares made in connection with the delivery of Initial Shares, each delivery of the Shares shall be made through the relevant Clearance System at the accounts specified by the parties on a free delivery basis, for settlement on the applicable Settlement Date in accordance with Article 9 of the Equity Definitions; provided, however, that in Section 9.2(a)(iii) of the Equity Definitions the words “the Excess Dividend Amount, if any, and” shall be deleted. Share Adjustments: Potential Adjustment Event: Notwithstanding anything to the contrary in Section 11.2(e) of the Equity Definitions, an Extraordinary Dividend shall not constitute a Potential Adjustment Event Extraordinary Dividend: For any fiscal quarter occurring (in whole or in part) during the period from and including the first day of the Hedge Period to and including the Termination Date, any dividend or distribution on the Shares with an ex-dividend date occurring during such fiscal quarter (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) or (B) of the Equity Definitions) (a “Dividend”) that is either (i) a non-regularly scheduled Divided or (ii) the amount or value of which (as determined by the Calculation Agent exceeds the Ordinary Dividend Amount. Ordinary Dividend Amount: For any calendar quarter, USD 0.23 Method of Adjustment: Calculation Agent Adjustment; provided that if Seller suspends trading in the Shares for all or any portion of a Trading Day within the Calculation Period, the suspension shall be treated as a Potential Adjustment Event subject to Calculation Agent Adjustment. In the case of a suspension pursuant to Section 10, the Calculation Agent shall make such adjustments prior to the period of suspension, if it is practical to do so. Otherwise, and in all cases of a suspension as contemplated under “Market Disruption Event” above, the Calculation Agent shall make such adjustments promptly following the period of suspension. Consequences of Merger Events: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Cancellation and Payment on that portion of the other Consideration that consists of cash; Modified Calculation Agent Adjustment on the remainder of the Other Consideration Share-for-Combined: Component Adjustment Tender Offer: Applicable Consequences of Tender Offers: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Modified Calculation Agent Adjustment Share-for-Combined: Modified Calculation Agent Adjustment For purposes of this Transaction, the definition of Merger Date in Section 12.1(c) shall be amended to read, “Merger Date shall mean the Announcement Date.” For purposes of this Transaction, the definition of Tender Offer Date in Section 12.1(e) shall be amended to read, “Tender Offer Date shall mean the Announcement Date.” Composition of Combined Consideration: Applicable Share-for-Combined: Cancellation and Payment Additional Disruption Events: Change in Law: Applicable Failure to Deliver: Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable Increased Cost of Hedging: Applicable Loss of Stock Borrow: Maximum Stock Loan Rate: Applicable 100bps Increased Cost of Stock Borrow: Initial Stock Loan Rate: Applicable 25bps Determining Party: For all Extraordinary Events, MSCO Hedging Party: For all Additional Disruption Events, MSCO Non-Reliance: Applicable AGREEMENTS AND ACKNOWLEDGMENTS: Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable

PROCEDURE FOR SETTLEMENT. Except for delivery of Shares made in connection with the delivery of Initial Shares, each delivery of the Shares shall be made through the relevant Clearance System at the accounts specified by the parties on a free delivery basis, for settlement on the applicable Settlement Date in accordance with Article 9 of the Equity Definitions; provided, however, that in Section 9.2(a)(iii) of the Equity Definitions the words “the Excess Dividend Amount, if any, and” shall be deleted. Share Adjustments: Potential Adjustment Event: Notwithstanding anything to the contrary in Section 11.2(e) of the Equity Definitions, an Extraordinary Dividend shall not constitute a Potential Adjustment Event Extraordinary Dividend: For any fiscal quarter occurring (in whole or in part) during the period from and including the first day of the Hedge Period to and including the Termination Date, any dividend or distribution on the Shares with an ex-dividend date occurring during such fiscal quarter (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) or (B) of the Equity Definitions) (a “Dividend”) that is either (i) a non-regularly scheduled Divided or (ii) the amount or value of which (as determined by the Calculation Agent Agent) exceeds the Ordinary Dividend Amount. Ordinary Dividend Amount: For any calendar quarter, USD 0.23 0.088 Method of Adjustment: Calculation Agent Adjustment; provided that if Seller suspends trading in the Shares for all or any portion of a Trading Day within the Calculation Period, the suspension shall be treated as a Potential Adjustment Event subject to Calculation Agent Adjustment. In the case of a suspension pursuant to Section 10, the Calculation Agent shall make such adjustments prior to the period of suspension, if it is practical to do so. Otherwise, and in all cases of a suspension as contemplated under “Market Disruption Event” above, the Calculation Agent shall make such adjustments promptly following the period of suspension. For the avoidance of doubt, the Calculation Agent shall not make any adjustments to account for changes in expected dividends. EXTRAORDINARY EVENTS: Consequences of Merger Events: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Cancellation and Payment on that portion of the other Other Consideration that consists of cash; Modified Calculation Agent Adjustment on the remainder of the Other Consideration Share-for-Combined: Component Modified Calculation Agent Adjustment Tender Offer: Applicable Consequences of Tender Offers: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Modified Calculation Agent Adjustment Share-for-Combined: Modified Calculation Agent Adjustment For purposes of this Transaction, the definition of Merger Date in Section 12.1(c) shall be amended to read, “Merger Date shall mean the Announcement Date.” For purposes of this Transaction, the definition of Tender Offer Date in Section 12.1(e) shall be amended to read, “Tender Offer Date shall mean the Announcement Date.” Composition of Combined Consideration: Applicable Share-for-CombinedNationalization, Insolvency or Delisting: Cancellation and Payment Additional Disruption Events: Change in Law: Applicable Failure to Deliver: Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable Increased Cost of Hedging: Applicable Loss of Stock Borrow: Applicable Maximum Stock Loan Rate: Applicable 100bps 50bps Increased Cost of Stock Borrow: Applicable Initial Stock Loan Rate: Applicable 25bps Determining Party: For all Extraordinary Events, MSCO Hedging Party: For all Additional Disruption Events, MSCO Non-Reliance: Applicable AGREEMENTS AND ACKNOWLEDGMENTS: Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable