Common use of Additional Adjustment Clause in Contracts

Additional Adjustment. If, in the commercially reasonable judgment of Party A, the stock loan fee to Party A (or an affiliate thereof), excluding the federal funds or other interest rate component payable by the relevant stock lender to Party A or such affiliate (the “Stock Loan Fee”), over any two-week period, of borrowing a number of Shares equal to the Base Amount to hedge in a commercially reasonable manner its exposure to the Transaction exceeds a weighted average rate equal to 50 basis points per annum, the Calculation Agent shall reduce the Forward Price to the extent necessary to reasonably compensate Party A for the amount by which the Stock Loan Fee exceeded a weighted average rate equal to 50 basis points per annum during such period and shall promptly provide notice to Party B of the same.

Additional Adjustment. If, in the commercially reasonable judgment of Party A, the stock loan fee to Party A (or an affiliate thereof), excluding the federal funds or other interest rate component payable by the relevant stock lender to Party A or such affiliate (the “Stock Loan Fee”), over any two-week period, of borrowing a number of Shares equal to the Base Amount to hedge in a commercially reasonable manner its exposure to the Transaction exceeds a weighted average rate equal to 50 25 basis points per annum, the Calculation Agent shall reduce the Forward Price to the extent necessary to reasonably compensate Party A for the amount by which the Stock Loan Fee exceeded a weighted average rate equal to 50 25 basis points per annum during such period and shall promptly provide notice to Party B of the same.

Additional Adjustment. If, in the commercially reasonable judgment of Party A, the stock loan fee to Party A (or an affiliate thereof), excluding the federal funds or other interest rate component payable by the relevant stock lender to Party A or such affiliate (the “Stock Loan Fee”), over any two-week period, of borrowing a number of Shares equal to the Base Amount to hedge in a commercially reasonable manner its exposure to the Transaction exceeds a weighted average rate equal to 50 [•] basis points per annum, the Calculation Agent shall reduce the Forward Price to the extent necessary to reasonably compensate Party A for the amount by which the Stock Loan Fee exceeded a weighted average rate equal to 50 [•] basis points per annum during such period and shall promptly provide notice to Party B of the same.

Additional Adjustment. If, in the commercially reasonable judgment of Party A, the stock loan fee to Party A (or an affiliate thereof), excluding the federal funds or other interest rate component payable by the relevant stock lender to Party A or such affiliate (the “Stock Loan Fee”), over any two-week period, of borrowing a number of Shares equal to the Base Amount to hedge in a commercially reasonable manner its exposure to the Transaction exceeds a weighted average rate equal to 50 [·] basis points per annum, the Calculation Agent shall reduce the Forward Price to the extent necessary to reasonably compensate Party A for the amount by which the Stock Loan Fee exceeded a weighted average rate equal to 50 [·] basis points per annum during such period and shall promptly provide notice to Party B of the same.

Additional Adjustment. If, in the commercially reasonable judgment of Party A, the stock loan fee to Party A (or an affiliate thereof), excluding the federal funds or other interest rate component payable by the relevant stock lender to Party A or such affiliate (the “Stock Loan Fee”), over any two-week period, of borrowing a number of Shares equal to the Base Amount to hedge in a commercially reasonable manner its exposure to the Transaction exceeds a weighted average rate equal to 50 [25] basis points per annum, the Calculation Agent shall reduce the Forward Price to the extent necessary to reasonably compensate Party A for the amount by which the Stock Loan Fee exceeded a weighted average rate equal to 50 [25] basis points per annum during such period and shall promptly provide notice to Party B of the same.