Common use of Amendments to Equity Definitions Clause in Contracts

Amendments to Equity Definitions. (i) Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) deleting from the fourth line thereof the word “or” after the word “official” and inserting a comma therefor, and (2) deleting the semi-colon at the end of subsection (B) thereof and inserting the following words therefor “or (C) at Dealer’s option, the occurrence of any of the events specified in Section 5(a)(vii)(1) through (9) of the ISDA Master Agreement with respect to that Issuer.” (ii) Section 12.9(b)(i) of the Equity Definitions is hereby amended by replacing “either party may elect” with “Dealer may elect or, if Counterparty represents that it and its officers and directors are not aware of any material nonpublic information with respect to Counterparty or the Shares, Counterparty may elect”. (iii) Section 12.9(b)(vi) of the Equity Definitions is hereby amended by (1) adding to the beginning of clause (C) thereof the words “if Counterparty represents that it and its officers and directors are not aware of any material nonpublic information with respect to Counterparty or the Shares,” and (2) adding to the last sentence after the words “terminate the Transaction” the words “in accordance with the above”.

Amendments to Equity Definitions. (i) Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) deleting from the fourth line thereof the word “or” after the word “official” and inserting a comma therefor, and (2) deleting the semi-colon at the end of subsection (B) thereof and inserting the following words therefor “or (C) at Dealer’s option, the occurrence of any of the events specified in Section 5(a)(vii)(1) through (9) of the ISDA Master Agreement with respect to that Issuer.” (ii) Section 12.9(b)(i) of the Equity Definitions is hereby amended (X) with respect to an Insolvency Filing by (1) replacing “either party may elect” with “Dealer may elect” and (2) replacing “notice to the other party” with “notice to Counterparty” in the first sentence of such section and (Y) by inserting immediately prior to the period at the end thereof the phrase “; provided that Counterparty may not elect orto terminate the Transaction upon the occurrence of a Change in Law unless, if Counterparty concurrently with electing to terminate the Transaction, it represents and warrants to Dealer that it and its officers and directors are is not aware in possession of any material nonpublic non-public information with respect to Counterparty or the Shares, Counterparty may elect”. (iii) Section 12.9(b)(vi) of the Equity Definitions is hereby amended by (1) adding to the beginning of clause (C) thereof the words “if Counterparty represents that it and its officers and directors are not aware of any material nonpublic information with respect to Counterparty or the Shares,” and (2) adding to the last sentence after the words “terminate the Transaction” the words “in accordance with the above”.

Amendments to Equity Definitions. (i) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by (i) replacing the word “event” with the words “corporate action by the Issuer”, (ii) deleting the words “diluting or concentrative” and replacing them with the word “material economic” and (iii) adding the phrase “or the Options” at the end of the sentence. (ii) Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) deleting from the fourth line thereof the word “or” after the word “official” and inserting a comma therefor, and (2) deleting the semi-colon at the end of subsection (B) thereof and inserting the following words therefor “or (C) at Dealer’s option, the occurrence of any of the events specified in Section 5(a)(vii)(1) through (9) of the ISDA Master Agreement with respect to that Issuer; provided that the period for dismissal, discharge, stay or restraint therein shall be increased from within 15 days to within 60 days.” (iiiii) Section 12.9(b)(i) of the Equity Definitions is hereby amended by replacing adding the language “either party ; provided that Counterparty (as such term is defined in the Confirmation) may elect” not elect to terminate the Transaction unless concurrently with “electing to terminate the Transaction, it represents and warrants to Dealer may elect or, if Counterparty represents (as such term is defined in the Confirmation) that it and its officers and directors are is not aware of any material nonpublic non-public information with respect to Counterparty the Issuer or the Shares, Counterparty may elect”. (iii) Section 12.9(b)(vi) ” at the end of the Equity Definitions is hereby amended by (1) adding to the beginning of clause (C) thereof the words “if Counterparty represents that it and its officers and directors are not aware of any material nonpublic information with respect to Counterparty or the Shares,” and (2) adding to the last final sentence after the words “terminate the Transaction” the words “in accordance with the above”thereof.

Amendments to Equity Definitions. (i) Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) deleting from the fourth line thereof the word “or” after the word “official” and inserting a comma therefor, and (2) deleting the semi-colon at the end of subsection (B) thereof and inserting the following words therefor “or (C) at Dealer’s option, the occurrence of any of the events specified in Section 5(a)(vii)(1) through (9) of the ISDA Master Agreement with respect to that Issuer; provided that the period for dismissal, discharge, stay or restraint therein shall be increased from within 15 days to within 30 days.” (ii) Section 12.7(b) of the Equity Definitions is hereby amended by deleting the words “(and in any event within five Exchange Business Days) by the parties after” appearing after the words “agreed promptly” and replacing with the words “by the parties on or prior to”. (iii) Section 12.9(b)(i) of the Equity Definitions is hereby amended by (1) replacing “either party may elect” with “Dealer may elect or, elect” and (2) replacing “notice to the other party” with “notice to Counterparty” in the first sentence of such section. (iv) Section 12.9(b)(vi) of the Equity Definitions is hereby amended by replacing subsection (C) with: “if Counterparty represents to Dealer in writing at the time of such election that (i) it and its officers and directors are is not aware of any material nonpublic information with respect to Counterparty or the SharesShares and (ii) it is not making such election as part of a plan or scheme to evade compliance with the U.S. federal securities laws, Counterparty may electelect to terminate the Transaction as of that second Scheduled Trading Day”. (iii) Section 12.9(b)(vi) of the Equity Definitions is hereby amended by (1) adding to the beginning of clause (C) thereof the words “if Counterparty represents that it and its officers and directors are not aware of any material nonpublic information with respect to Counterparty or the Shares,” and (2) adding to the last sentence after the words “terminate the Transaction” the words “in accordance with the above”.