Common use of Settlement Terms Clause in Contracts

Settlement Terms. Settlement: For each Transaction, any Physical Settlement, Cash Settlement or Net Share Settlement of all or any portion of such Transaction. Settlement Notice: Subject to “Early Valuation” below, Counterparty may elect to effect a Settlement of all or any portion of the applicable Transaction by designating one or more Scheduled Trading Days following the Hedge Completion Date and on or prior to the Maturity Date to be Valuation Dates (or, with respect to Cash Settlements or Net Share Settlements, First Unwind Dates, each of which First Unwind Dates shall occur no later than the 60th Scheduled Trading Day immediately preceding the Maturity Date) in a written notice to Dealer delivered no later than the applicable Settlement Method Election Date (in the case of a Net Share Settlement or Cash Settlement) or the 2nd Scheduled Trading Day immediately preceding the relevant Valuation Date (in the case of a Physical Settlement), which notice shall also specify (i) the number of Shares (the “Settlement Shares”) for such Settlement (not to exceed the number of Undesignated Shares as of the date of such Settlement Notice) and (ii) the Settlement Method applicable to such Settlement; provided that (A) Counterparty may not designate a First Unwind Date for a Cash Settlement or a Net Share Settlement if, as of the date of such Settlement Notice, any Shares have been designated as Settlement Shares for a Cash Settlement or a Net Share Settlement for which the related Relevant Settlement Date has not occurred; and (B) if the Number of Shares as of the Maturity Date is not zero, then the Maturity Date shall be a Valuation Date for a Physical Settlement and the number of Settlement Shares for such Settlement shall be the Number of Shares as of the Maturity Date (provided that if the Maturity Date occurs during any Unwind Period, then the provisions set forth below opposite “Early Valuation” shall apply as if the Maturity Date were the Early Valuation Date). Undesignated Shares: For each Transaction, as of any date, the Number of Shares minus the number of Shares designated as Settlement Shares for Settlements for which the related Relevant Settlement Date has not occurred.

Settlement Terms. Settlement Date: Subject to the provisions under “Acceleration Events” and “Termination Settlement: For each Transaction” below, any Physical Scheduled Trading Day following the Effective Date and up to, and including, the Maturity Date, as designated by Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and that (a) if related to any Cash Settlement or Net Share Settlement, is delivered to Party A at least 5 Scheduled Trading Days prior to such Settlement Date (the period from the giving of any such notice to the Settlement Date being the “Cash/Net Share Notice Period”) and (b) if related to Physical Settlement may be delivered at any time and settlement will be completed as promptly as practicable thereafter; provided that (i) subject to clauses (ii) and (iii) below, the Maturity Date shall be a Settlement Date if on such date the Base Shares is greater than zero; (ii) if Cash Settlement or Net Share Settlement applies, any Settlement Date, including a Settlement Date on the original Maturity Date, shall be deferred until the third Scheduled Trading Date following the date on which Party A is able to completely unwind its hedge if Party A is unable to completely unwind its hedge during the Unwind Period due to (A) the restrictions of all Rule 10b-18 under the Exchange Act, (B) the existence of any Suspension Day or any Disrupted Day, or (C) if Party A, in its commercially reasonable judgment, is otherwise unable to unwind its hedge during the Unwind Period; provided that such deferral shall not extend beyond the 75th Scheduled Trading Day after the Settlement Date designated in the Settlement Notice, such 75th Scheduled Trading Day being a Settlement Date to which (A) Cash Settlement or Net Share Settlement, as applicable, will apply with respect to the portion of such Transaction. Settlement Notice: Subject Shares as to “Early Valuation” belowwhich Party A reasonably determines that it has unwound its hedge during the Unwind Period, Counterparty and (B) Physical Settlement will apply with respect to the remainder of such Settlement Shares, and (iii) no more than three Settlement Dates other than the Maturity Date may elect to effect be designated by Party B; provided further that if Party A shall fully unwind its hedge during an Unwind Period by a Settlement of all or any portion of the applicable Transaction by designating one or date that is more than three Scheduled Trading Days following the Hedge Completion Date and on or prior to the Maturity a Settlement Date specified above, Party A may, by written notice to be Valuation Dates (orParty B, with respect to Cash Settlements or Net Share Settlements, First Unwind Dates, each of which First Unwind Dates shall occur no later than the 60th specify any Scheduled Trading Day immediately preceding prior to such original Settlement Date as the Maturity Settlement Date; provided further that if any Settlement Date specified above is not an Scheduled Trading Day, the Settlement Date shall instead be the next Scheduled Trading Day. Party A will be deemed to have completely unwound its hedge upon such time that Party A shall have acquired a number of Shares (i) in a written notice to Dealer delivered no later than the applicable Settlement Method Election Date (in the case of a Net Share Settlement or Cash Settlement, equal to the Settlement Shares, and (ii) or the 2nd Scheduled Trading Day immediately preceding the relevant Valuation Date (in the case of a Physical Net Share Settlement), which notice shall also specify that has an aggregate purchase price equal to the product of (i) the number of Shares (the “Settlement Shares”) for such Settlement (not to exceed the number of Undesignated Shares as of the date of such Settlement Notice) and (iiA) the Settlement Method applicable to such Settlement; provided that (A) Counterparty may not designate a First Unwind Date for a Cash Settlement or a Net Share Settlement if, as of the date of such Settlement Notice, any Shares have been designated as Settlement Shares for a Cash Settlement or a Net Share Settlement for which the related Relevant Settlement Date has not occurred; and (B) if the Number of Shares Forward Price as of the Maturity Date is not zero, then the Maturity Date shall be a Valuation Date for a Physical Settlement and the number of Settlement Shares for such Settlement shall be the Number of Shares as first day of the Maturity Date (provided that if the Maturity Date occurs during any applicable Unwind Period, then the provisions set forth below opposite “Early Valuation” shall apply as if the Maturity Date were the Early Valuation Date). Undesignated Shares: For each Transaction, as of any date, the Number of Shares Period minus the number of Shares designated as Settlement Shares for Settlements for which the related Relevant Settlement Date has not occurred$0.02.

Settlement Terms. In respect of any Tranche and any Component: Settlement Method Election: Applicable; provided that (i) references to “Cash Settlement: For each Transaction” in Section 7.1 of the Equity Definitions shall be replaced by references to “Modified Physical Settlement”; (ii) for any Tranche, any it shall be a condition of such election that Counterparty delivers an irrevocable EXECUTION written notice of such election to Dealer (a “Settlement Election Notice”), to be received by Dealer no later than the relevant Settlement Method Election Date, setting forth the Electing Party’s election of Modified Physical Settlement for such Tranche and the Settlement Method Representations set forth below, (iii) the same Settlement Method shall apply to all Components of such Tranche, and (iv) notwithstanding the applicability of Modified Physical Settlement, Cash Counterparty shall be deemed to have irrevocably elected that Physical Settlement or Net Share Settlement be applicable to the relevant Tranche if (w) an Event of all or any portion of such Transaction. Settlement Notice: Subject Default with respect to “Early Valuation” belowCounterparty has occurred and is continuing, Counterparty may elect to effect a Settlement of all or any portion of (x) the applicable Transaction by designating one or more Scheduled Trading Days following the Hedge Completion Date and Registration Conditions are not satisfied on or prior to the Maturity Date date specified by Dealer that it intends to commence sales of Exchange Property (which date shall not be Valuation Dates (or, with respect to Cash Settlements or Net Share Settlements, First Unwind Dates, each of which First Unwind Dates shall occur no later earlier than the 60th Scheduled Trading Day immediately preceding the Maturity Datelater of (a) in a written notice to Dealer delivered no later than the applicable Settlement Method Election Date (in the case of a Net Share Settlement or Cash Settlement) or the 2nd Scheduled Trading Day immediately preceding the relevant Valuation Date (in the case of a Physical Settlement), which notice shall also specify (i) the number of Shares (the “Settlement Shares”) for such Settlement (not to exceed the number of Undesignated Shares as of 20 Business Days after the date of such Settlement Notice) notice and (iib) Initial Valuation Date) (a “Registration Conditions Satisfaction Date”), (y) Dealer has notified Counterparty of the Settlement Method applicable existence of a Potential Event of Default with respect to such Settlement; provided that (A) which Counterparty may not designate a First Unwind Date for a Cash Settlement would be the Defaulting Party on or a Net Share Settlement if, as of prior to the one Business Day following the date of such receipt of the Settlement Election Notice, any Shares have been designated as Settlement Shares for a Cash Settlement or a Net Share Settlement for which the related Relevant Settlement Date and such Potential Event of Default has not occurred; been cured on or prior to the Registration Conditions Satisfaction Date or (z) the relevant series of Preferred Units are not exchanged into Exchange Property by the Newmark Issuer prior to the date specified by Dealer that it intends to commence sales of Exchange Property. Counterparty shall have the right to delay the Registration Conditions Satisfaction Date for up to 90 days to the extent that the SEC has not declared its registration statement effective or there are other administrative delays provided that Counterparty is acting in a good faith and commercially reasonably manner to cause the registration statement to be declared effective (Bit being understood that any such delay may result in the postponement of the Modified Physical Settlement Payment Date). For the avoidance of doubt i) if no such delay shall impact the occurrence of the Valuation Dates or calculation of the Number of Shares as of the Maturity Date is not zero, then the Maturity Date to Be Delivered for any Component and ii) Counterparty shall be a Valuation Date for a Physical Settlement and the number of Settlement Shares for such Settlement shall be remain obligated to deliver the Number of Shares as of to be Delivered on the Maturity Optional Settlement Date, notwithstanding that Dealer may be obligated to settle its obligations on a later date due to the Registration Conditions Satisfactions Date (provided that if occurring after the Maturity Date occurs during any Unwind Period, then the provisions set forth below opposite “Early Valuation” shall apply as if the Maturity Date were the Early Initial Valuation Date). Undesignated Shares: For each Transaction, as of any date, the Number of Shares minus the number of Shares designated as Settlement Shares for Settlements for which the related Relevant Settlement Date has not occurred.

Settlement Terms. SettlementSettlement Date: For each With respect to any Transaction, any Scheduled Trading Day following the Effective Date for such Transaction up to, and including, the Maturity Date for such Transaction, as designated by (a) Party A pursuant to “Termination Settlement” below or (b) Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Party A at least (i) two Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date for such Transaction, if Physical Settlement applies, and (ii) a number of Scheduled Trading Days prior to such Settlement Date equal to the Notice Settlement Number (as defined below) for such Transaction, which may be the Maturity Date for such Transaction, if Cash Settlement or Net Share Settlement applies; provided that (i) the Maturity Date for such Transaction shall be a Settlement Date for such Transaction if on such date the Base Amount for such Transaction is greater than zero, (ii) if Physical Settlement or Net Share Settlement applies and such Settlement Date specified above (including a Settlement Date occurring on such Maturity Date) is not a Clearance System Business Day, such Settlement Date shall be the immediately succeeding Clearance System Business Day and (iii) if Cash Settlement or Net Share Settlement applies and Party A shall have fully unwound its hedge in respect of such Transaction (or portion thereof, as applicable) during an Unwind Period (as defined below) for such Transaction by a date that is more than two Scheduled Trading Days prior to such Settlement Date specified above, Party A may, by written notice to Party B, specify any Scheduled Trading Day prior to such originally specified Settlement Date for such Transaction as the Settlement Date for such Transaction. The “Notice Settlement Number” for any Transaction shall be a number of Scheduled Trading Days set forth in the Supplemental Confirmation for such Transaction. Settlement Shares: In respect of any Transaction and with respect to any Settlement Date for such Transaction, a number of Shares, not to exceed the Base Amount for such Transaction, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date for such Transaction the number of Settlement Shares shall be equal to the Base Amount for such Transaction on such date. Settlement: In respect of any Transaction, Physical Settlement, Cash Settlement or Net Share Settlement, at the election of Party B as set forth in a Settlement Notice delivered on or after the Effective Date for such Transaction that satisfies the Settlement Notice Requirements; provided that Physical Settlement shall apply (i) if no Settlement Method is validly selected, (ii) with respect to any Settlement Shares in respect of all or any portion which Party A is unable, in its good faith, reasonable judgment, to unwind its hedge in respect of such Transaction. Settlement Notice: Subject to “Early Valuation” belowTransaction (or portion thereof, Counterparty may elect to effect a Settlement of all or any portion as applicable) by the end of the applicable Unwind Period for such Transaction in a manner that, in the good faith, reasonable judgment of Party A, is consistent with the requirements for qualifying for the safe harbor provided by designating Rule 10b-18 under the Exchange Act or due to the occurrence of one or more Scheduled Trading Disrupted Days following the Hedge Completion Date and on or prior to the Maturity Date lack of sufficient liquidity in the Shares on any Exchange Business Day during such Unwind Period or (iii) to be Valuation Dates (or, with respect to Cash Settlements or Net Share Settlements, First Unwind Dates, each of which First Unwind Dates shall occur no later than the 60th Scheduled Trading Day immediately preceding the Maturity Date) in a written notice to Dealer delivered no later than the applicable any Termination Settlement Method Election Date (in the case of a Net Share Settlement or Cash as defined below under “Termination Settlement) or the 2nd Scheduled Trading Day immediately preceding the relevant Valuation Date (in the case of a Physical Settlement”), which notice shall also specify (i) the number of Shares (the “Settlement Shares”) for such Settlement (not to exceed the number of Undesignated Shares as of the date of such Settlement Notice) and (ii) the Settlement Method applicable to such Settlement; provided that (A) Counterparty may not designate a First Unwind Date for a Cash Settlement or a Net Share Settlement if, as of the date of such Settlement Notice, any Shares have been designated as Settlement Shares for a Cash Settlement or a Net Share Settlement for which the related Relevant Settlement Date has not occurred; and (B) if the Number of Shares as of the Maturity Date is not zero, then the Maturity Date shall be a Valuation Date for a Physical Settlement and the number of Settlement Shares for such Settlement shall be the Number of Shares as of the Maturity Date (provided that if the Maturity Date occurs during any Unwind Period, then the provisions set forth below opposite “Early Valuation” shall apply as if the Maturity Date were the Early Valuation Date). Undesignated Shares: For each Transaction, as of any date, the Number of Shares minus the number of Shares designated as Settlement Shares for Settlements for which the related Relevant Settlement Date has not occurred.

Settlement Terms. SettlementSettlement Currency: For each TransactionUSD Settlement Shares: (a) With respect to any Settlement Notice Date other than the Maturity Date, any Physical Settlement, Cash the number of Shares designated as such by Counterparty in the relevant Settlement Notice or Net Share Settlement of all or any portion of such Transaction. Settlement Notice: Subject designated pursuant to the “Early ValuationAcceleration Events” provisions below, Counterparty may elect to effect as applicable; provided that the Settlement Shares so designated shall not exceed the Number of Shares at that time; provided further that if a Settlement Notice Date has been specified for a number of all or any portion Shares equal to the Number of the applicable Transaction by designating one or more Scheduled Trading Days following the Hedge Completion Date and Shares on or prior to the Maturity Date to be Valuation Dates (or, and the Settlement Date with respect to such Settlement Notice Date has not occurred prior to the Maturity Date, the number of Settlement Shares on the Maturity Date shall be zero; and (b) With respect to the Settlement Notice Date on the Maturity Date, a number of Shares equal to the Number of Shares at that time. Settlement Notice Date: (a) Maturity Date and (b) any Scheduled Trading Day following the Effective Date and up to, but excluding, the Scheduled Settlement Date that is either: (i) designated by Counterparty as a Settlement Notice Date by a written notice (a “Settlement Notice”) delivered to Dealer no less than one Scheduled Trading Day prior to such Settlement Notice Date which shall also contain the applicable Settlement Shares and the election of Cash Settlements Settlement or Net Share SettlementsSettlement with respect to such Settlement Shares, First Unwind Datesif applicable; or (ii) designated by Dealer as a Settlement Notice Date pursuant to the “Acceleration Events” provisions below; provided that the Maturity Date will be a Settlement Notice Date if on such date the Number of Shares is greater than zero; provided further that if any Settlement Notice Date specified above is not an Exchange Business Day, each of which First Unwind Dates the Settlement Notice Date shall occur no later than instead be the 60th next Exchange Business Day. Settlement Date: Three Scheduled Trading Day Days immediately preceding the Maturity Date) in a written notice to Dealer delivered no later than the applicable Settlement Method Election Date (in the case of a Net Share Settlement or Cash Settlement) or the 2nd Scheduled Trading Day immediately preceding the relevant Valuation Date (in the case of a Physical Settlement), which notice shall also specify following (i) the number of Shares (the “Valuation Date if Cash Settlement Shares”) for such or Net Share Settlement (not to exceed the number of Undesignated Shares as of the date of such Settlement Notice) and is applicable or (ii) the Settlement Method applicable to such Settlement; provided that (A) Counterparty may not designate a First Unwind Notice Date for a Cash Settlement or a Net Share Settlement if, as of the date of such Settlement Notice, any Shares have been designated as Settlement Shares for a Cash Settlement or a Net Share Settlement for which the related Relevant Settlement Date has not occurred; and (B) if the Number of Shares as of the Maturity Date is not zero, then the Maturity Date shall be a Valuation Date for a Physical Settlement and the number of Settlement Shares for such Settlement shall be the Number of Shares as of the Maturity Date (provided that if the Maturity Date occurs during any Unwind Period, then the provisions set forth below opposite “Early Valuation” shall apply as if the Maturity Date were the Early Valuation Date). Undesignated Shares: For each Transaction, as of any date, the Number of Shares minus the number of Shares designated as Settlement Shares for Settlements for which the related Relevant Settlement Date has not occurredis applicable.