Common use of Other Adjustments Pursuant to the Equity Definitions Clause in Contracts

Other Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the contrary in the Agreement, the Equity Definitions or this Confirmation, upon the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Counterparty of the terms of any Potential Adjustment Event, the Calculation Agent may, in its commercially reasonable discretion, adjust the Cap Price to account for the economic effect on the Transaction of such Merger Event, Tender Offer or Potential Adjustment Event, as the case may be, (provided that in no event shall the Cap Price be less than the Strike Price). Solely for purposes of this Section 9(aa), (x) the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to each such term in the Equity Definitions (in the case of the definitions of “Potential Adjustment Event” and “Tender Offer”, as amended by Section 9(k)(i) and (iv) hereof, respectively, and in the case of the definition of “Tender Offer”, as if all references to “voting shares” in Sections 12.1(d), 12.1(e) and 12.1(l) of the Equity Definitions were instead references to “Shares”) and (y) “Extraordinary Dividend” means any cash dividend on the Shares.

Other Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the contrary in the Agreement, the Equity Definitions or this Confirmation, upon the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Counterparty of the terms of any Potential Adjustment Event, the Calculation Agent may, in its commercially reasonable discretion, adjust the Cap Price to account for the economic effect on the Transaction of such Merger Event, Tender Offer or Potential Adjustment Event, as the case may be, (provided that in no event shall the Cap Price be less than the Strike Price). Solely for purposes of this Section 9(aa), (x) the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to each such term in the Equity Definitions (in the case of the definitions of “Potential Adjustment Event” and “Tender Offer”, as amended by Section 9(k)(i) and (iv) hereof, respectively, and in the case of the definition of “Tender Offer”, as if all references to “voting shares” in Sections 12.1(d), 12.1(e) and 12.1(l) of the Equity Definitions were instead references to “Shares”) and (y) “Extraordinary Dividend” means any cash dividend on the Shares.,

Other Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the contrary in the Agreement, the Equity Definitions or this Confirmation, upon the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Counterparty of the terms of any Potential Adjustment Event, the Calculation Agent may, in its commercially reasonable discretion, adjust the Cap Price to account for preserve the economic effect on fair value of the Transaction of such Merger Event, Tender Offer or Potential Adjustment Event, as the case may be, Options to Dealer (provided that in no event shall the Cap Price be less than the Strike Price). Solely for purposes of this Section 9(aa), 9(x) (x) the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to each such term in the Equity Definitions (in the case of the definitions definition of “Potential Adjustment Event” and “Tender Offer”, as amended by Section 9(k)(i) and (iv) hereof, respectively9(j)(i), and in the case of the definition of “Tender Offer”, as if all references to “voting shares” in Sections 12.1(d), 12.1(e) and 12.1(l) of the Equity Definitions were instead references to “Shares”) and (y) “Extraordinary Dividend” means any cash dividend on the Shares15 Insert for Base Call Option Confirmation. 16 Insert for Additional Call Option Confirmation.

Other Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the contrary in the Agreement, the Equity Definitions or this Confirmation, upon the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Counterparty of the terms of any Potential Adjustment Event, the Calculation Agent mayshall determine whether such occurrence or declaration, in its commercially reasonable discretionas applicable, has had a material economic effect on the Transaction and, if so, shall adjust the Cap Price as the Calculation Agent reasonably determines appropriate to account for the economic effect on the Transaction of such Merger Event, Tender Offer occurrence or Potential Adjustment Eventdeclaration, as the case may be, applicable (provided that in no event shall the Cap Price be less than the Strike Price). Solely for purposes of this Section 9(aa), 9(x) (x) the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to each such term in the Equity Definitions (in the case of the definitions definition of “Potential Adjustment Event” and “Tender Offer”, as amended by Section 9(k)(i) and (iv) hereof, respectively9(j)(i), and in the case of the definition of “Tender Offer”, as if all references to “voting shares” in Sections 12.1(d), 12.1(e) and 12.1(l) of the Equity Definitions were instead references to “Shares”) and (y) “Extraordinary Dividend” means any cash dividend on the Shares. 19 Insert for Base Call Option Confirmation. 20 Insert for Additional Call Option Confirmation.

Other Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the contrary in the Agreement, the Equity Definitions or this Confirmation, upon the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Counterparty of the terms of any Potential Adjustment Event, the Calculation Agent mayshall determine whether such occurrence or declaration, in its commercially reasonable discretionas applicable, has had a material economic effect on the Transaction and, if so, shall adjust the Cap Price as the Calculation Agent reasonably determines appropriate to account for the economic effect on the Transaction of such Merger Event, Tender Offer or Potential Adjustment Event, as the case may be, (provided that in no event shall the Cap Price be less than the Strike Price). Solely for purposes of this Section 9(aa), 9(w) (x) the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to each such term in the Equity Definitions (in the case of the definitions definition of “Potential Adjustment Event” and “Tender Offer”, as amended by Section 9(k)(i) and (iv) hereof, respectively9(i)(i), and in the case of the definition of “Tender Offer”, as if all references to “voting shares” in Sections 12.1(d), 12.1(e) and 12.1(l) of the Equity Definitions were instead references to “Shares”) and (y) “Extraordinary Dividend” means any cash dividend on the Shares.