Common use of Settlement Currency Clause in Contracts

Settlement Currency. USD. Cash Settlement Payment Date: The 70th trading day immediately following the Maturity Date. For the avoidance of doubt, the Seller will remit to the Counterparty on the Cash Settlement Payment Date an amount equal to the Settlement Amount and will not otherwise be required to return to the Counterparty any of the Prepayment Amount or Shares; provided, that if the Settlement Amount is a negative number neither the Seller nor the Counterparty shall be liable to the other party for any payment under this section. Excess Dividend Amount: Ex Amount. Optional Early Termination: From time to time and on any date following the Business Combination and following an OET Notice regarding Recycled Shares or Additional Shares (any such date, an “OET Date”) and subject to the terms and conditions below, Seller may, in its absolute discretion, terminate the Transaction in whole or in part by providing written notice to Counterparty (the “OET Notice”), that specifies the quantity of Shares and the amount by which the Number of Shares shall be reduced (such quantity, the “Terminated Shares”). For the avoidance of doubt, “Terminated Shares” includes only Shares specified in an OET Notice, and does not include any other Shares, whether or not sold, that the Seller does not elect to include in an OET Notice, and no such shares will be included in the definition of Terminated Shares or included when calculating the number of Terminated Shares. The effect of an OET Notice shall be to reduce the Number of Shares by the number of Terminated Shares specified in the OET Notice with effect as of the relevant OET Date. As of each OET Date, Counterparty shall be entitled to an amount from Seller, and the Seller shall pay to Counterparty an amount, equal to the product of (x) the number of Terminated Shares and (y) the Reset Price in respect of such OET Date (an “Early Termination Obligation”). Seller shall pay each Early Termination Obligation to an account designated by Counterparty on the first Payment Date following the OET Date. The remainder of the Transaction, if any, shall continue in accordance with its terms. For the avoidance of doubt, no other amounts as may be set forth in Section 16.1 and 18.1 of the Swap Definitions shall be due to Counterparty upon an Optional Early Termination. For the sake of clarity, the Reset Price used for determining the Early Termination Obligation shall be the Reset Price in effect at the time of the OET Date, and not as of the date of any sale of Shares made by the Seller that represent Termination Shares.

Settlement Currency. USD. Cash Settlement Payment Share Adjustment On the Settlement Date, Seller shall return the Number of Recycled Shares less the aggregate number of Shortfall Sale Shares to the Company, and Seller shall retain the Prepayment Amount, and no additional amounts shall be due to either party on the Settlement Date other than any outstanding amounts due under “Reimbursement of Legal Fees.” Settlement Date: The 70th trading day immediately Two Local Business Days following the Maturity Valuation Date. For the avoidance of doubt, the Seller will remit to the Counterparty on the Cash Settlement Payment Date an amount equal to the Settlement Amount and will not otherwise be required to return to the Counterparty any of the Prepayment Amount or Shares; provided, that if the Settlement Amount is a negative number neither the Seller nor the Counterparty shall be liable to the other party for any payment under this section. Excess Dividend Amount: Amount Ex Amount. Optional Early Termination: Shortfall Sales From time to time and on any date following the Business Combination and following an OET Notice regarding Recycled Shares or Additional Shares (any such date, an a “OET Shortfall Sale Date”) and subject to the terms and conditions below, Seller may, in its absolute discretion, terminate the Transaction at any sales price, sell Shortfall Sale Shares, and in whole or in part by providing connection with such sales, Seller shall provide written notice to Counterparty (the “OET Shortfall Sale Notice”)) no later than the later of (a) the fifth Local Business Day following the Shortfall Sales Date and (b) the first Payment Date after the Shortfall Sales Date, that specifies specifying the quantity of the Shortfall Sale Shares and the amount by which allocation of the Number Shortfall Sale Proceeds; provided that, for any scheduled trading day, Seller in its absolute discretion shall only sell up to a maximum of Shares shall be reduced 25.0% of the daily traded volume for such day (such quantity“Volume Restriction”) as reported on the relevant Bloomberg Screen (a) “CHEA <Equity> AQR SEC” before the consummation of the Business Combination, or (b) “SELX <Equity> AQR SEC” after the consummation of the Business Combination, and in each case, any successor thereto. If for any scheduled trading day, the “Terminated Shares”)daily traded volume for such day is greater than 1,000,000 traded volume for Counterparty, the Volume Restriction shall not apply to Seller. For Seller shall not have any obligation to make any payment whatsoever to Counterparty in connection with any Shortfall Sales. Share Consideration: In addition to the avoidance of doubt, “Terminated Shares” includes only Shares specified in an OET Notice, and does not include any other Shares, whether or not sold, that the Seller does not elect to include in an OET Notice, and no such shares will be included in the definition of Terminated Shares or included when calculating the number of Terminated Shares. The effect of an OET Notice shall be to reduce the Number of Shares by the number of Terminated Shares specified in the OET Notice with effect as of the relevant OET Date. As of each OET DatePrepayment Amount, Counterparty shall be entitled to pay directly from the Trust Account, on the Prepayment Date, an amount from Seller, and the Seller shall pay to Counterparty an amount, equal to the product of (x) maximum of 300,000 Shares purchased by Seller from third parties (other than Counterparty) through a broker in the number open market (other than through Counterparty) or Shares previously redeemed by Seller that seller reverses in connection with this Confirmation; provided that, if such Shares have been purchased by Seller after the Redemption Deadline, then the third party from whom Seller purchased such Shares shall have submitted a written reversal of Terminated Shares the redemption request such third party previously submitted to Continental Stock Transfer and Trust Company prior to the Redemption Deadline, which has been confirmed by Counterparty and (y) the Reset Price in respect of such OET Date (an “Early Termination Obligation”). Seller shall pay each Early Termination Obligation to an account designated by Counterparty on the first Payment Date following the OET DateInitial Price. The remainder Shares purchased with the Share Consideration (the “Share Consideration Shares”) shall not be included in the Number of the Shares in this Transaction, if any, shall continue in accordance with its terms. For and the avoidance of doubt, no other amounts as may be set forth in Section 16.1 Seller and 18.1 of the Swap Definitions Share Consideration Shares shall be due free and clear of all obligations with respect to Counterparty upon an Optional Early Termination. For the sake of clarity, the Reset Price used for determining the Early Termination Obligation shall be the Reset Price in effect at the time of the OET Date, and not as of the date of any sale of Shares made by the Seller that represent Termination Sharesand such Share Consideration Shares in connection with this Confirmation. Method of Adjustment: Calculation Agent Adjustment.

Settlement Currency. USDUSD Settlement Date: Three Exchange Business Days after the Valuation Date, or if such date is not a Clearance System Business Day or if there is a Settlement Disruption Event on such day, the immediately succeeding Clearance System Business Day on which there is no Settlement Disruption Event. Cash Settlement of Payment Shares If Buyer elects to cash settle its obligation to deliver Payment Shares, then on the Valuation Date a balance (the “Settlement Balance”) shall be created with an initial balance equal to the absolute value of the Settlement Amount. On the Settlement Date: The 70th trading day , Buyer shall deliver to Seller a U.S. dollar amount equal to the Payment Shares multiplied by a price per Share determined in a commercially reasonable manner by the Calculation Agent (such cash amount, the “Initial Cash Settlement Amount”). On the Exchange Business Day immediately following the Maturity delivery of the Initial Cash Settlement Amount, Seller shall begin purchasing Shares in a commercially reasonable manner (all such Shares purchased, “Cash Settlement Shares”). At the end of each Exchange Business Day on which Seller purchases Cash Settlement Shares, Seller shall reduce (i) the Settlement Balance by the number of Cash Settlement Shares purchased on such Exchange Business Day and (ii) the Initial Cash Settlement Amount by the aggregate purchase price (including commissions) of the Cash Settlement Shares on such Exchange Business Day. If, on any Exchange Business Day, the Initial Cash Settlement Amount is reduced to or below zero but the Settlement Balance is above zero, the Buyer shall (i) deliver to Seller or as directed by Seller on the next Exchange Business Day after such Exchange Business Day an additional U.S. dollar amount (an “Additional Cash Settlement Amount”) equal to the Settlement Balance as of such Exchange Business Day multiplied by a price per Share determined in a commercially reasonable manner by the Calculation Agent or (ii) deliver to Seller Shares in lieu of payment of the relevant Additional Cash Settlement Amount. This provision shall be applied successively until the Settlement Balance is reduced to zero. On the Exchange Business Day that the Settlement Balance is reduced to zero, Seller shall return to Buyer any unused portion of the Initial Cash Settlement Amount or the Additional Cash Settlement Amount, as the case may be. For the avoidance of doubt, any purchases of Cash Settlement Shares contemplated by this paragraph shall be subject to Seller’s covenants in Section 11(b). If Buyer elects to deliver Shares in lieu of payment of an Additional Cash Settlement Amount pursuant to clause (ii) above, the provisions of “Certain Payments and Deliveries by Issuer” in Section 7 below shall apply to such a share settlement as if the relevant Additional Cash Settlement Amount was the “Early Settlement Payment” and the Shares so delivered were “Early Settlement Shares”. In order to elect to deliver Shares pursuant to the previous sentence, Issuer must (i) specify whether such Shares are to be sold by means of a registered offering or by means of a private placement and (ii) the conditions described in Section 8 below must be satisfied as if the Shares delivered in lieu of payment of an Additional Cash Settlement Amount were “Early Settlement Shares”. 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 Initial Hedge Period (as defined in the Other ASR Transaction) 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 0.088 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 Seller will remit 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 Counterparty Other Consideration that consists of cash; Modified Calculation Agent Adjustment on the Cash Settlement Payment Date an amount equal to the Settlement Amount and will not otherwise be required to return to the Counterparty any remainder of the Prepayment Amount or Shares; providedOther Consideration Share-for-Combined: 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, that if the Settlement Amount is a negative number neither the Seller nor the Counterparty shall be liable to the other party for any payment under this section. Excess Dividend Amount: Ex Amount. Optional Early Termination: From time to time and on any date following the Business Combination and following an OET Notice regarding Recycled Shares or Additional Shares (any such date, an “OET Date”) and subject to the terms and conditions below, Seller may, in its absolute discretion, terminate the Transaction in whole or in part by providing written notice to Counterparty (the “OET Notice”), that specifies the quantity of Shares and the amount by which the Number of Shares shall be reduced (such quantity, the “Terminated Shares”). For the avoidance of doubt, “Terminated Shares” includes only Shares specified in an OET Notice, and does not include any other Shares, whether or not sold, that the Seller does not elect to include in an OET Notice, and no such shares will be included in the definition of Terminated Shares or included when calculating the number of Terminated Shares. The effect of an OET Notice Merger Date in Section 12.1(c) shall be amended to reduce read, “Merger Date shall mean the Number Announcement Date.” For purposes of Shares by this Transaction, the number definition of Terminated Shares specified Tender Offer Date in the OET Notice with effect as of the relevant OET Date. As of each OET Date, Counterparty Section 12.1(e) shall be entitled amended to an amount from Sellerread, “Tender Offer Date shall mean the Announcement Date.” Composition of Combined Consideration: Applicable Nationalization, Insolvency or Delisting: Cancellation and the Seller shall pay Payment Additional Disruption Events: Change in Law: Applicable Failure to Counterparty an amountDeliver: Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable Increased Cost of Hedging: Applicable Loss of Stock Borrow: Applicable Maximum Stock Loan Rate: 50bps Increased Cost of Stock Borrow: Applicable Initial Stock Loan Rate: 25bps Determining Party: For all Extraordinary Events, equal to the product of (x) the number of Terminated Shares and (y) the Reset Price in respect of such OET Date (an “Early Termination Obligation”). Seller shall pay each Early Termination Obligation to an account designated by Counterparty on the first Payment Date following the OET Date. The remainder of the TransactionMSCO Hedging Party: For all Additional Disruption Events, if any, shall continue in accordance with its terms. For the avoidance of doubt, no other amounts as may be set forth in Section 16.1 and 18.1 of the Swap Definitions shall be due to Counterparty upon an Optional Early Termination. For the sake of clarity, the Reset Price used for determining the Early Termination Obligation shall be the Reset Price in effect at the time of the OET Date, and not as of the date of any sale of Shares made by the Seller that represent Termination Shares.MSCO Non-Reliance: Applicable AGREEMENTS AND ACKNOWLEDGMENTS: Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable