mutually agreed upon by the parties hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Forward Hedge Settlement Date, the Forward Seller will deliver the related aggregate Forward Hedge Price to the Forward Purchaser in same day funds to an account designated by such Forward Purchaser prior to the relevant Forward Hedge Settlement Date.
(l) The Shares shall be in such denominations and registered in such names as the Agent or Forward Seller, as applicable, may request in writing at least one full business day before the Settlement Date. The Company or a Forward Purchaser, as applicable, shall deliver the Shares, if any, through the facilities of The Depository Trust Company as described in the preceding paragraphs unless such Agent or such Forward Seller, as applicable, shall otherwise instruct.
(m) Notwithstanding any other provision contained herein, if subsequent to a sale of the Shares and prior to the related Settlement Date there shall have occurred:
(i) any general suspension of trading in securities on the Exchange or any limitation on prices for such trading or any restrictions on the distribution of securities established by the Exchange or by the Commission or by any federal or state agency or by the decision of any court that shall, in the reasonable judgment of the Agent, make it impracticable to proceed with the delivery of the Shares on the terms and in the manner contemplated in the Disclosure Package, the Prospectus, this Agreement and the Confirmation, if applicable,
(ii) a suspension of trading of any securities of the Company on the Exchange,
(iii) a banking moratorium declared either by federal or New York State authorities or
(iv) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by the United States Congress or any other substantial national or international calamity or crisis resulting in the declaration of a national emergency, or any material adverse change in the financial markets, provided that (1) the effect of such outbreak, escalation, declaration, calamity, crisis or material adverse change shall, in the reasonable judgment of the Agent or the Forward Seller, make it impracticable to proceed with the delivery of the Shares on the terms and in the manner contemplated in the Disclosure Package, the Prospectus, this Agreement and the Confirmation, if applicable, and (2) the Agent or the Forward Seller so notifies the Company,
then, (W) the Agent or the Forward Seller shall not be required to deliver the applicable Net Proceeds or aggregate Forward Hedge Price on any Settlement Date for such Shares, (X) the Agent or the Forward Seller shall return to the Company or the Forward Purchaser, as applicable, the Shares, if any, delivered to it by the Company or the Forward Purchaser, as applicable, for settlement of such sale, (Y) the Company or the Forward Purchaser, as applicable shall not be required to deliver such Shares for settlement of such sale and (Z) the Company shall not be required to pay the Agent any commission in connection with such sale.