Common use of Settlement of Payment Shares Clause in Contracts

Settlement of Payment Shares. If Buyer elects to cash settle its obligation to deliver Payment Shares, then on the Valuation Date a notional Share balance (the “Settlement Balance”) shall be created with an initial balance equal to the absolute value of the Settlement Amount. On the Settlement Date, Buyer shall deliver to Seller an amount in USD equal to the Payment Shares multiplied by a price per Share as reasonably determined by the Calculation Agent (such cash amount, the “Initial Cash Settlement Amount”). On the Exchange Business Day immediately following the Valuation Date, Seller may begin purchasing Shares in a commercially reasonable manner (all such Shares purchased, “Cash Settlement Shares”) and a notional cash balance (the “Cash Balance”) shall be created with an initial balance equal to the Initial Cash Settlement Amount. 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 Cash Balance by the aggregate purchase price (including commissions) of the Cash Settlement Shares purchased on such Exchange Business Day. If, on any Exchange Business Day, the Cash Balance is reduced to or below zero but the Settlement Balance is greater than zero, the Buyer shall (i) deliver to Seller or as directed by Seller on the next Currency Business Day after such Exchange Business Day an additional amount in USD (an “Additional Cash Settlement Amount”) equal to the Settlement Balance as of such Exchange Business Day multiplied by a price per Share as reasonably determined by the Calculation Agent, and the Cash Balance shall be increased by such amount. This provision shall be applied successively until the Settlement Balance is reduced to zero. On the Currency Business Day immediately following the Exchange Business Day that the Settlement Balance is reduced to zero, Seller shall return to Buyer an amount in USD equal to the remaining Cash Balance, if any, as of such Exchange Business Day. In making any purchases of Cash Settlement Shares contemplated by this paragraph, MSCO shall use commercially reasonable efforts to purchase such Shares in a manner that would qualify for the safe harbor provided by Rule 10b-18 under the Exchange Act (“Rule 10b-18”) if such purchases were made by or on behalf of Issuer and subject to Rule 10b-18. The period until the Settlement Balance is reduced to zero shall be considered to be part of the Calculation Period for purposes of the representations, warranties and covenants and other provisions herein as the context requires (but, for the avoidance of doubt, not for purposes of determining the Forward Price).

Settlement of Payment Shares. If Buyer elects to cash settle its obligation to deliver Payment Shares, then on the each Valuation Date a notional Share balance (the “Settlement Balance”) shall be created with an initial balance equal to the absolute value of the Settlement Amount. On the Settlement Date, Buyer shall deliver to Seller an a U.S. dollar amount in USD equal to the Payment Shares Settlement Amount multiplied by a the closing price per Share as reasonably determined by on the Calculation Agent Trading Day immediately preceding the Settlement Date (such cash amount, the “Initial Cash Settlement Amount”). On the Exchange Business Day immediately following the Valuation Datedelivery of the Initial Cash Settlement Amount, Seller may shall begin purchasing Shares in a commercially reasonable manner (all such Shares purchased, “Cash Settlement Shares”) and a notional cash balance (the “Cash Balance”) shall be created with an initial balance equal to the Initial Cash Settlement Amount). 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 Balance Settlement Amount by the aggregate purchase price (including commissions) of the Cash Settlement Shares purchased on such Exchange Business Day. If, on any Exchange Business Day, the Initial Cash Balance Settlement Amount is reduced to or below zero but the Settlement Balance is greater than above zero, the Buyer shall (i) deliver to Seller or as directed by Seller on the next Currency Exchange Business Day after such Exchange Business Day an additional U.S. dollar amount in USD (an “Additional Cash Settlement Amount”) equal to the Settlement Balance as of such Exchange Business Day multiplied by a price per Share as reasonably determined by the Calculation Agent, and the Cash Balance shall be increased by such amount. This provision shall be applied successively until the Settlement Balance is reduced to zero. On the Currency Business Day immediately following the Exchange Business Day that the Settlement Balance is reduced to zero, Seller shall return to Buyer an amount in USD equal to any unused portion of the remaining Initial Cash Balance, if anySettlement Amount or the Additional Cash Settlement Amount, as the case may be. For the avoidance of such Exchange Business Day. In making doubt, any purchases of Cash Settlement Shares contemplated by this paragraph, MSCO paragraph shall use commercially reasonable efforts to purchase such Shares in a manner that would qualify for the safe harbor provided by Rule 10b-18 under the Exchange Act (“Rule 10b-18”) if such purchases were made by or on behalf of Issuer and be subject to Rule 10b-18Seller’s covenants in Section 11(b). The period until the Settlement Balance is reduced to zero shall be considered to be part of the Calculation Period for purposes of the representations, warranties and covenants and other provisions herein as the context requires (but, for the avoidance of doubt, not for purposes of determining the Forward Price).Share Adjustments:

Settlement of Payment Shares. If Buyer Issuer elects to cash settle its obligation to deliver Payment Shares, then on the each Valuation Date a notional Share balance (the “Settlement Balance”) shall be created with an initial balance equal to the absolute value of the Settlement Amount. On the relevant Settlement Date, Buyer Issuer shall deliver to Seller an MSCO a U.S. dollar amount in USD equal to the number of Payment Shares multiplied by a price per Share as reasonably determined by the Calculation Agent (such cash amount, the “Initial Cash Settlement Amount”). On the Exchange Business Day immediately following the Valuation Datedelivery of the Initial Cash Settlement Amount, Seller may MSCO shall begin purchasing Shares in a commercially reasonable manner (all such Shares purchased, “Cash Settlement Shares”) and a notional cash balance (the “Cash Balance”) shall be created with an initial balance equal to the Initial Cash Settlement Amount). At the end of each Exchange Business Day on which Seller MSCO purchases Cash Settlement Shares, Seller MSCO shall reduce (i) the Settlement Balance by the number of Cash Settlement Shares purchased on such Exchange Business Day and (ii) the Initial Cash Balance Settlement Amount by the aggregate purchase price (including commissions) of the Cash Settlement Shares purchased on such Exchange Business Day. If, on any Exchange Business Day, the Initial Cash Balance Settlement Amount is reduced to or below zero but the Settlement Balance is greater than above zero, the Buyer Issuer shall (i) deliver to Seller MSCO or as directed by Seller MSCO on the next Currency Exchange Business Day after such Exchange Business Day an additional U.S. dollar amount in USD (an “Additional Cash Settlement Amount”) equal to the Settlement Balance as of such Exchange Business Day multiplied by a price per Share as reasonably determined by the Calculation Agent, and the Cash Balance shall be increased by such amount. This provision shall be applied successively until the Settlement Balance is reduced to zero. On the Currency Business Day immediately following the Exchange Business Day that the Settlement Balance is reduced to zero, Seller MSCO shall return to Buyer an amount in USD equal to Issuer any unused portion of the remaining Initial Cash Balance, if anySettlement Amount or the Additional Cash Settlement Amount, as the case may be. For the avoidance of such Exchange Business Day. In making doubt, any purchases of Cash Settlement Shares contemplated by this paragraph, MSCO paragraph shall use commercially reasonable efforts to purchase such Shares in a manner that would qualify for the safe harbor provided by Rule 10b-18 under the Exchange Act (“Rule 10b-18”) if such purchases were made by or on behalf of Issuer and be subject to Rule 10b-18. The period until the Settlement Balance is reduced to zero shall be considered to be part of the Calculation Period for purposes of the representations, warranties and MSCO’s covenants and other provisions herein as the context requires (but, for the avoidance of doubt, not for purposes of determining the Forward Pricein Section 11(b).