Common use of Payment for and Delivery of Shares Clause in Contracts

Payment for and Delivery of Shares. (a) Upon the terms and subject to the conditions of this Agreement and the Transaction Confirmation relating to each Transaction, Buyer shall deliver to Seller the Purchase Price for such Transaction on the Payment Date for such Transaction at the offices of Buyer, care of Banc of America Securities LLC, 9 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by Buyer and Seller, paid in immediately available funds by wire transfer to an account designated by Seller. (b) On each Settlement Date for such Transaction, Seller agrees, subject to Section 3.03, to deliver to Buyer or an affiliate of Buyer designated by Buyer a number of Free Shares of the relevant Common Stock (the “Contract Shares”) equal to the product of (A) the Base Amount for such Settlement Date and (B) the Settlement Ratio for such Settlement Date, rounded down to the nearest whole number, and cash in an amount equal to the value (based on the Settlement Price for such Settlement Date) of any fractional share not delivered as a result of such rounding. In addition, if applicable, Seller agrees (subject to the relevant Transaction Confirmation) to pay to Buyer the Additional Cash Payment (as defined in the relevant Transaction Confirmation). If (x) by 10:00 A.M., New York City time on such Settlement Date, Seller has not otherwise effected such delivery of Common Stock (or security entitlements in respect thereof) or delivered cash in lieu thereof pursuant to Section 3.03 by 5:00 New York City time on the Preliminary Cash Settlement Date and (y) the collateral under the Pledge Agreement held by or on behalf of Buyer in respect of such Transaction includes a number of Free Shares of the relevant Common Stock at least equal to the number thereof required to be so delivered on such Settlement Date, then (i) Seller shall be deemed not to have elected to deliver cash in lieu of Free Shares pursuant to Section 3.03 (notwithstanding any notice by Seller to the contrary) and (ii) the delivery provided by this Section 3.02(b) shall be effected by delivery from the Collateral Account to Buyer or an affiliate of Buyer designated by Buyer of a number of Free Shares of such Common Stock then held by or on behalf of Buyer as collateral under the Pledge Agreement in respect of such Transaction equal to the number thereof required to be delivered by Seller to Buyer or an affiliate of Buyer designated by Buyer pursuant to this Section 3.02(b); provided that, notwithstanding the foregoing and without limiting the generality of Section 8.01, if Seller gives notice of its election to deliver cash or is deemed to have elected to deliver cash, in each case, in lieu of Common Stock on any Settlement Date pursuant to Section 3.03 and fails to deliver the Preliminary Cash Settlement Amount on the Preliminary Cash Settlement Date with respect to such Settlement Date as provided in Section 3.03 or to make any payment required by Section 3.03, Seller shall be in breach of this Agreement and shall be liable to Buyer for any losses incurred by Buyer or such affiliate of Buyer as a result of such breach, including without limitation losses incurred in connection with any decrease in the Closing Price of the relevant Common Stock subsequent to the Maturity Date with respect to such Settlement Date.

Payment for and Delivery of Shares. (a) Upon the terms and subject to the conditions of this Agreement and the Transaction Confirmation relating to each Transaction, Buyer and Seller shall deliver make a payment or payments to Seller the Purchase Price for such other party under this Agreement and the relevant Transaction on the Payment Date for such Transaction Confirmation at the offices of Buyertime and in the manner provided below, care of Banc of America Securities LLC, 9 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by Buyer and Seller, paid in each case in immediately available funds by wire transfer to an account designated by the payee. Seller shall have the right with respect to any Transaction, upon five Business Days' prior 7 written notice to Buyer, to demand payment on any date (a "PAYMENT DATE" for such Transaction) during the period beginning on the Closing Date and ending on the date five Business Days prior to the first Maturity Date for such Transaction of the Funded Amount as of such Payment Date of all or any portion (the "FUNDED PORTION") of the Unfunded Purchase Price as of such Payment Date, provided that the Funded Portion shall be equal to or greater than the lesser of (i) 2% of the Purchase Price for such Transaction and (ii) the Unfunded Purchase Price on such Payment Date for such Transaction. Following any such payment to Seller, Seller shall have the right, upon five Business Days' prior written notice to Buyer, to refund on any date (a "REFUND DATE" for such Transaction) on or prior to the date five Business Days prior to the first Maturity Date for such Transaction all or any portion (the "REFUNDED PORTION") of the Funded Purchase Price as of such Refund Date by paying to Buyer on such Refund Date the Refunded Amount as of such Refund Date of such Refunded Portion, provided that the Refunded Portion shall be equal to or greater than the lesser of (i) 2% of the Purchase Price for such Transaction and (ii) the Funded Purchase Price on such Refund Date for such Transaction. (b) On each Settlement Date for such Transaction, Seller agrees, subject to Section 3.03, agrees to deliver to Buyer or an affiliate of Buyer designated by Buyer a number of Free Shares of the relevant Common Stock (the “Contract Shares”"CONTRACT SHARES") equal to the sum of (i) the product of (A) the Base Funded Share Amount for the Maturity Date with respect to such Settlement Date and (B) the Settlement Ratio for such Settlement Date, plus (ii) if the Settlement Price for such Settlement Date is greater than or equal to the Threshold Appreciation Price for such Transaction or less than or equal to the Downside Protection Threshold Price for such Transaction, the Unfunded Share Amount for the Maturity Date with respect to such Settlement Date, such sum rounded down to the nearest whole number, and cash in an amount equal to the value (based on the Settlement Price for such Settlement Date) of any fractional share not delivered as a result of such rounding. In addition, if applicable, Seller agrees (subject to the relevant Transaction Confirmation) to pay to Buyer the Additional Cash Payment (as defined in the relevant Transaction Confirmation). If (x) by 10:00 A.M., New York City time on such each Settlement Date, Seller has not otherwise effected such delivery of Common Stock (or security entitlements in respect thereof) or delivered cash in lieu thereof pursuant to Section 3.03 by 5:00 New York City time on the Preliminary Cash Settlement Date and (y) the Collateral Agent then holds as collateral under the Pledge Agreement held by or on behalf of Buyer in respect of such Transaction includes a number of Free Shares of the relevant Common Stock at least equal to the number thereof required to be so delivered on such Settlement Date, then (i) Seller shall be deemed not to have elected to deliver cash in lieu of Free Shares pursuant to Section 3.03 (notwithstanding any notice by Seller to the contrary) and (ii) the delivery provided by this Section 3.02(b) shall be effected by delivery from by the Collateral Account Agent to Buyer or an affiliate of Buyer designated by Buyer of a number of Free Shares of such Common Stock then held by or on behalf of Buyer the Collateral Agent as collateral under the Pledge Agreement in respect of such Transaction equal to the number thereof required to be delivered by Seller to Buyer or an affiliate of Buyer designated by Buyer pursuant to this Section 3.02(b); provided that, notwithstanding the foregoing and without limiting the generality of Section 8.01) on such Settlement Date. (c) On each Settlement Date for such Transaction, if Seller gives notice of its election to deliver cash or is deemed to have elected to deliver cash, in each case, in lieu of Common Stock on any the Settlement Date pursuant to Section 3.03 and fails to deliver the Preliminary Cash Settlement Amount on the Preliminary Cash Settlement Date with respect to Price for such Settlement Date as provided is greater than or equal to the Threshold Appreciation Price for such Transaction, Buyer shall pay to Seller, in Section 3.03 or immediately available funds by wire transfer to make any payment required an account designated by Section 3.03Seller, Seller shall be in breach an amount of this Agreement and shall be liable cash equal to Buyer the product of (i) the Unfunded Share Amount for any losses incurred by Buyer or such affiliate of Buyer as a result of such breach, including without limitation losses incurred in connection with any decrease in the Closing Price of the relevant Common Stock subsequent to the Maturity Date with respect to such Settlement DateDate and (ii) the Threshold Appreciation Price for such Transaction. On each Settlement Date for such Transaction, if the Settlement Price for such Settlement Date is less than or equal to the Downside Protection Threshold Price for such Transaction, Buyer shall pay to Seller, in immediately available funds by wire transfer to an account designated by Seller, an amount of cash equal the product of (i) the Unfunded Share Amount for the Maturity Date with respect to such Settlement Date and (ii) the Downside Protection Threshold Price for such Transaction.