Common use of Termination and Payment Clause in Contracts

Termination and Payment. Following termination of any Tranche as a result of any Merger Event, Nationalization or Insolvency, Seller shall pay to Buyer an amount in cash (the "TERMINATION AMOUNT") equal to the Acceleration Value for such Tranche (calculated, for purposes of this Section 6.04, as if the Termination Date for such Tranche were the Acceleration Date for such Tranche, and on the basis of, in addition to the factors indicated in Section 7.01, a value ascribed to the Common Stock equal to the value of the consideration, if any, paid in respect of the Common Stock at the time of the Merger Event, Nationalization or Insolvency, as the case may be) in settlement of such Tranche; PROVIDED that in the case of a Nationalization or Insolvency, the Termination Amount shall not be in excess of the value of the Collateral. As promptly as reasonably practicable after calculation of the Acceleration Value for such Tranche, Buyer shall deliver to Seller a notice (the "TERMINATION AMOUNT NOTICE" for such Tranche) specifying the Termination Amount for such Tranche. Not later than three Business Days following delivery of a Termination Amount Notice for such Tranche by Buyer, Seller shall make a cash payment, by wire transfer of immediately available funds to an account designated by Buyer, to Buyer in an amount equal to the Termination Amount for such Tranche. Notwithstanding the foregoing, to the extent that shares of common stock of a Publicly-Traded Entity are received by holders of Common Stock in any Merger Event, then in lieu of delivering cash to Buyer as provided in the immediately preceding sentence, Seller may deliver a pro rata portion of such shares of common stock with an equal value (as determined by the Calculation Agent), PROVIDED that, in the event that such shares of common stock have not been received by holders of Common Stock on or prior to the Termination Date, then in lieu of delivering such shares of Common Stock to Buyer, Seller may deliver a pro rata portion of shares of Free Stock (which may include shares of Free Stock held by the Collateral Agent as collateral under the Pledge Agreement) with an equal value (as determined by the Calculation Agent).

Termination and Payment. Following termination of any Tranche Transaction as a result of any Merger Event, Nationalization or Insolvency, Seller the Calculation Agent shall pay to Buyer an amount in cash determine the value (the "TERMINATION AMOUNTVALUE") equal to the Acceleration Value for such Tranche Transaction (calculated, for purposes of this Section 6.047.04, as if the Termination Date for such Tranche were the Acceleration Date for such TrancheDate, and calculated on the basis of, in addition to the factors indicated in Section 7.018.01, a value ascribed to the relevant Common Stock equal to the value of the consideration, if any, paid in respect of the such Common Stock at the time of the Merger Event, Nationalization or Insolvency, as the case may be, and representing a value to Buyer (which value may be negative) of an agreement with terms that would preserve for Buyer the economic equivalent of the payments and deliveries that Buyer and its affiliates would, but for the occurrence of the Merger Event, Nationalization or Insolvency, as the case may be, have been obligated to make and entitled to receive after the Termination Date) in settlement of such Tranche; PROVIDED that in Transaction and the case of a Nationalization or Insolvency, the Termination Amount shall not be in excess of the value of the Collateralrelated Transaction Confirmation. As promptly as reasonably practicable after calculation of the Acceleration Value for such TrancheValue, Buyer the Calculation Agent shall deliver to Buyer and Seller a notice (the "TERMINATION AMOUNT VALUE NOTICE" for such Tranche") specifying the Termination Amount for such TrancheValue. Not later than three Business Days following delivery of a Termination Amount Notice for such Tranche by BuyerValue Notice, if the Termination Value is positive, Seller shall make a cash paymentpayment to Buyer, or, if the Termination Value is negative, Buyer shall make a cash payment to Seller, in either case, by wire transfer of immediately available funds to an account designated by Buyerthe payee, to Buyer in an amount equal to the Termination Amount for such Tranche. Notwithstanding the foregoing, to the extent that shares absolute value of common stock of a Publicly-Traded Entity are received by holders of Common Stock in any Merger Event, then in lieu of delivering cash to Buyer as provided in the immediately preceding sentence, Seller may deliver a pro rata portion of such shares of common stock with an equal value (as determined by the Calculation Agent), PROVIDED that, in the event that such shares of common stock have not been received by holders of Common Stock on or prior to the Termination Date, then in lieu of delivering such shares of Common Stock to Buyer, Seller may deliver a pro rata portion of shares of Free Stock (which may include shares of Free Stock held by the Collateral Agent as collateral under the Pledge Agreement) with an equal value (as determined by the Calculation Agent)Value.