Common use of Announcement Event Clause in Contracts

Announcement Event. (i) The public announcement by (A) Counterparty, any subsidiary of Counterparty, or any Valid Third-Party Entity of any transaction or event that the Calculation Agent determines is reasonably likely to be completed and that, if completed, would constitute a Merger Event or Tender Offer (it being understood and agreed that in determining whether such transaction or event is reasonably likely to be completed, the Calculation Agent may take into consideration the effect of the relevant announcement on the Shares and/or options relating to the Shares and, if any such effect is material, may deem such transaction or event to be reasonably likely to be completed), (B) Counterparty or any subsidiary thereof of any potential acquisition or disposal by Counterparty and/or its subsidiaries where the aggregate consideration exceeds 35% of the market capitalization of Counterparty as of the date of such announcement (a “Transformative Transaction”) or (C) Counterparty, any subsidiary of Counterparty or any Valid Third-Party Entity of the intention to enter into a Merger Event or Tender Offer or a Transformative Transaction, which, in the case of an announcement other than by Counterparty, the Calculation Agent determines is reasonably likely to occur (it being understood and agreed that in determining whether such transaction or event is reasonably likely to occur, the Calculation Agent may take into consideration the effect of the relevant announcement on the Shares and/or options relating to the Shares and, if any such effect is material, may deem such transaction or event to be reasonably likely to occur), (ii) the public announcement by Counterparty of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, a Merger Event or Tender Offer or a Transformative Transaction or (iii) any subsequent public announcement by any entity of a change to a transaction or intention that is the subject of an announcement of the type described in clause (i) or (ii) of this sentence (including, without limitation, a new announcement, whether or not by the same party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention), as determined by the Calculation Agent. For the avoidance of doubt, the occurrence of an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event with respect to such transaction or intention. For purposes of this definition of “Announcement Event,” (1) “Merger Event” shall mean such term as defined under Section 12.1(b) of the Equity Definitions (but, for the avoidance of doubt, the remainder of the definition of “Merger Event” in Section 12.1(b) of the Equity Definitions following the definition of “Reverse Merger” therein shall be disregarded) and (2) “Tender Offer” shall mean such term as defined under Section 12.1(d) of the Equity Definitions; provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%” in the third line thereof.

Announcement Event. (i) The public announcement by (Ax) Counterparty, any subsidiary of Counterparty, or any Valid Third-Party Entity entity of any transaction or event that the Calculation Agent determines is reasonably likely to be completed and that, if completed, would constitute a Merger Event or Tender Offer (it being understood and agreed that in determining whether such transaction or event is reasonably likely to be completed, the Calculation Agent may take into consideration make such determination by reference to the effect impact of the relevant such announcement on the market for the Shares and/or Underlying Shares or options relating to the Shares and, if any such effect is material, may deem such transaction or event to be reasonably likely to be completedand/or Underlying Shares), (By) Counterparty Underlying Shares Issuer or any subsidiary thereof of any potential acquisition or disposal by Counterparty the Underlying Shares Issuer and/or its subsidiaries where the aggregate consideration payable or receivable exceeds 3525% of the market capitalization of Counterparty the Underlying Shares Issuer as of the date of such announcement (a “Transformative Transaction”) or (Cz) CounterpartyUnderlying Shares Issuer, any subsidiary of Counterparty the Underlying Shares Issuer or any Valid Third-Third Party Entity of the intention to enter into a Merger Event or Tender Offer or a Transformative Transaction, which, Transaction (in the case of an announcement other than by Counterpartya Valid Third-Party Entity, that the Calculation Agent determines is reasonably likely to occur (a bona fide intention, it being understood and agreed that in determining whether such transaction or event is reasonably likely to occur, the Calculation Agent may take into consideration make such determination by reference to the effect impact of the relevant such announcement on the market for the Shares and/or Underlying Shares or options relating to the Shares and, if any such effect is material, may deem such transaction or event to be reasonably likely to occurand/or Underlying Shares), (ii) the public announcement by Counterparty the Underlying Shares Issuer of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, a Merger Event or Tender Offer or a Transformative Transaction or (iii) any subsequent public announcement by any entity of a change to a transaction or intention that is the subject of an announcement of the type described in clause (i) or (ii) of this sentence (including, without limitation, a new announcement, whether or not by the same party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention), as determined by the Calculation Agent. For the avoidance of doubt, the occurrence of an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event with respect to such transaction or intention. For purposes of this definition of “Announcement Event,” (1A) “Merger Event” shall mean such term as defined under Section 12.1(b) of the Equity Definitions (but, for the avoidance of doubt, the remainder of the definition of “Merger Event” in Section 12.1(b) of the Equity Definitions following the definition of “Reverse Merger” therein shall be disregarded) and (2B) “Tender Offer” shall mean such term as defined under Section 12.1(d) of the Equity Definitions; provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%” in the third line thereof.

Announcement Event. (i) The public announcement by the Company or a relevant and credible third party that has an intent to become a party to a Merger Event, Tender Offer or Acquisition Transaction (Aas defined below) Counterparty, any subsidiary (a “Valid Third Party Entity”) of Counterparty, or any Valid Third-Party Entity of (x) any transaction or event that the Calculation Agent determines is reasonably likely to be completed and thatand, if completed, would constitute a Merger Event or Tender Offer (it being understood and agreed that in determining whether such transaction or event is reasonably likely to be completed, the Calculation Agent may take into consideration the effect of the relevant announcement on the Shares and/or options relating to the Shares and, if any such effect is material, may deem such transaction or event to be reasonably likely to be completed), (By) Counterparty or any subsidiary thereof of any potential acquisition or disposal disposition by Counterparty Issuer and/or its subsidiaries where the aggregate consideration exceeds 3530% of the market capitalization of Counterparty Issuer as of the date of such announcement (a an “Transformative Acquisition Transaction”) or (Cz) Counterparty, any subsidiary of Counterparty or any Valid Third-Party Entity of the intention to enter into a Merger Event or Tender Offer or a Transformative an Acquisition Transaction, which, in the case of an announcement other than by Counterparty, the Calculation Agent determines is reasonably likely to occur (it being understood and agreed that in determining whether such transaction or event is reasonably likely to occur, the Calculation Agent may take into consideration the effect of the relevant announcement on the Shares and/or options relating to the Shares and, if any such effect is material, may deem such transaction or event to be reasonably likely to occur), (ii) the public announcement by Counterparty Issuer of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may includes, or would reasonably be expected to include, a Merger Event or Tender Offer or a Transformative an Acquisition Transaction or (iii) any subsequent public announcement by any entity the Company or a Valid Third Party Entity of a change to a transaction or intention that is the subject of an announcement of the type described in clause (i) or (ii) of this sentence (including, without limitation, a new announcement, whether or not by the same party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention), as determined by the Calculation Agent. The parties hereto agree and acknowledge that, for purposes of this “Announcement Event” definition, in determining whether a third party is relevant and credible, the Calculation Agent may take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating to the Shares (and, for the avoidance of doubt, if the Calculation Agent determines the effect thereof on the Shares and/or options relating to the Shares is material, such third party shall be deemed to be relevant and credible). For the avoidance of doubt, the occurrence of an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event with respect to such transaction or intention. If the Calculation Agent shall make any adjustment to the terms of any Warrant upon the occurrence of a particular Announcement Event, then the Calculation Agent shall make an adjustment in good faith and in a commercially reasonable manner to the terms of that same Warrant upon any announcement prior to the exercise or other cancellation or termination of such Warrant regarding the abandonment of any such event that gave rise to the original Announcement Event. For purposes of this definition of “Announcement Event,” (1) “Merger Event” shall mean such term as defined under Section 12.1(b) of the Equity Definitions (but, for the avoidance of doubt, the remainder of the definition of “Merger Event” in Section 12.1(b) of the Equity Definitions following the definition of “Reverse Merger” therein shall be disregarded) . Nationalization, Insolvency or Delisting: Cancellation and Payment (2) “Tender Offer” shall mean such term as defined under Calculation Agent Determination); provided that, in addition to the provisions of Section 12.1(d12.6(a)(iii) of the Equity Definitions; provided that Section 12.1(d) , it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the Equity Definitions is hereby amended by replacing “10%” with “20%” in New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the third line thereofShares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange.

Announcement Event. (i) The public announcement by (Ax) Counterparty, any subsidiary of Counterparty, or any Valid Third-Party Entity entity of any transaction or event that the Calculation Agent determines is reasonably likely to be completed and that, if completed, would constitute a Merger Event or Tender Offer (it being understood and agreed that in determining whether such transaction or event is reasonably likely to be completed, the Calculation Agent may take into consideration the effect of the relevant announcement on the Shares and/or options relating to the Shares and, if any such effect is material, may deem such transaction or event to be reasonably likely to be completed), (By) Counterparty Issuer or any subsidiary thereof of any potential acquisition or disposal by Counterparty Issuer and/or its subsidiaries where the aggregate consideration exceeds 3525% of the market capitalization of Counterparty Issuer as of the date of such announcement (a an “Transformative Acquisition Transaction”) or (Cz) CounterpartyIssuer, any subsidiary of Counterparty Issuer or any Valid Third-Third Party Entity of the intention to enter into a Merger Event or Tender Offer or a Transformative Transaction, which, an Acquisition Transaction (in the case of an announcement other than by Counterpartya Valid Third-Party Entity, that the Calculation Agent determines is reasonably likely to occur (capable, financially and otherwise, of consummating the relevant Merger Event, Tender Offer or Acquisition Transaction, it being understood and agreed that in determining whether making such transaction or event is reasonably likely to occurdetermination, the Calculation Agent may take into consideration the effect of the relevant announcement on the Shares and/or options relating to the Shares and, if any such effect is material, may deem such transaction or event entity to be reasonably likely to occurcapable of consummating the relevant Merger Event, Tender Offer or Acquisition Transaction), (ii) the public announcement by Counterparty Issuer of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, a Merger Event or Tender Offer or a Transformative an Acquisition Transaction or (iii) any subsequent public announcement by any entity of a change to a transaction or intention that is the subject of an announcement of the type described in clause (i) or (ii) of this sentence (including, without limitation, a new announcement, whether or not by the same party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention), as determined by the Calculation Agent. For the avoidance of doubt, the occurrence of an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event with respect to such transaction or intention. For purposes of this definition of “Announcement Event,” (1A) “Merger Event” shall mean such term as defined under Section 12.1(b) of the Equity Definitions (but, for the avoidance of doubt, the remainder of the definition of “Merger Event” in Section 12.1(b) of the Equity Definitions following the definition of “Reverse Merger” therein shall be disregarded) and (2B) “Tender Offer” shall mean such term as defined under Section 12.1(d) of the Equity Definitions; provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%” in the third line thereof. Valid Third Party Entity: In respect of any transaction, any third party that the Calculation Agent determines has a bona fide intent to enter into or consummate such transaction (it being understood and agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent may take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating to the Shares and, if such effect is material, may deem such third party to have a bona fide intent). Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. Additional Disruption Events: Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position,” (iii) replacing the parenthetical beginning after the word “regulation” in the second line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)” and (iv) adding the words “provided that, in the case of clause (Y) hereof and any law, regulation or interpretation, the consequence of such law, regulation or interpretation is applied consistently by Dealer to all of its similarly situated counterparties and/or similar transactions;” after the semi-colon in the last line thereof. Failure to Deliver: Applicable Hedging Disruption: Applicable; provided that Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”. Increased Cost of Hedging: Not Applicable Hedging Party: For all applicable Additional Disruption Events, Dealer.

Announcement Event. (i) The public announcement by (Ax) Counterparty, any subsidiary of Counterparty, or any Valid Third-Party Entity entity of any transaction or event that the Calculation Agent determines is reasonably likely to be completed and that, if completed, would constitute a Merger Event or Tender Offer (it being understood and agreed that in determining whether such transaction or event is reasonably likely to be completed, the Calculation Agent may take into consideration the effect of the relevant announcement on the Shares and/or options relating to the Shares and, if any such effect is material, may deem such transaction or event to be reasonably likely to be completed), (By) Counterparty or Issuer, any subsidiary thereof or any of their agents or representatives of any potential acquisition or disposal disposition by Counterparty Issuer and/or its subsidiaries where the aggregate consideration exceeds 35% of the market capitalization of Counterparty Issuer as of the date of such announcement (a an “Transformative Acquisition Transaction”) or (Cz) CounterpartyIssuer, any subsidiary of Counterparty or Issuer, any Valid Third-Party Entity or any of their agents or representatives of the intention to enter into a Merger Event or Tender Offer or a Transformative Transaction, which, an Acquisition Transaction (in the case of an announcement other than by Counterpartya Valid Third-Party Entity or its agent or representative, that the Calculation Agent determines is reasonably likely to occur (be completed, it being understood and agreed that in determining whether making such transaction or event is reasonably likely to occurdetermination, the Calculation Agent may take into consideration the effect of the relevant announcement on the Shares and/or options relating to the Shares and, if any such effect is material, may deem such transaction Merger Event, Tender Offer or event Acquisition Transaction to be reasonably likely to occurbe completed), (ii) the public announcement by Counterparty Issuer of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, a Merger Event or Tender Offer or a Transformative an Acquisition Transaction or (iii) any subsequent public announcement by any entity of a change to a transaction or intention that is the subject of an announcement of the type described in clause (i) or (ii) of this sentence (including, without limitation, a new announcement, whether or not by the same party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention), as determined by the Calculation Agent. For the avoidance of doubt, the occurrence of an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event with respect to such transaction or intention. For purposes of this definition of “Announcement Event,” (1A) “Merger Event” shall mean such term as defined under Section 12.1(b) of the Equity Definitions (but, for the avoidance of doubt, the remainder of the definition of “Merger Event” in Section 12.1(b) of the Equity Definitions following the definition of “Reverse Merger” therein shall be disregarded) and (2B) “Tender Offer” shall mean such term as defined under Section 12.1(d) of the Equity Definitions; provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%” in the third line thereof.

Announcement Event. (i) The public announcement by the Company or a relevant and credible third party that has an intent to become a party to a Merger Event, Tender Offer or Acquisition Transaction (Aas defined below) Counterparty, any subsidiary (a “Valid Third Party Entity”) of Counterparty, or any Valid Third-Party Entity of (x) any transaction or event that the Calculation Agent determines is reasonably likely to be completed and thatand, if completed, would constitute a Merger Event or Tender Offer (it being understood and agreed that in determining whether such transaction or event is reasonably likely to be completed, the Calculation Agent may take into consideration the effect of the relevant announcement on the Shares and/or options relating to the Shares and, if any such effect is material, may deem such transaction or event to be reasonably likely to be completed), (By) Counterparty or any subsidiary thereof of any potential acquisition or disposal disposition by Counterparty Issuer and/or its subsidiaries where the aggregate consideration exceeds 3530% of the market capitalization of Counterparty Issuer as of the date of such announcement (a an “Transformative Acquisition Transaction”) or (Cz) Counterparty, any subsidiary of Counterparty or any Valid Third-Party Entity of the intention to enter into a Merger Event or Tender Offer or a Transformative an Acquisition Transaction, which, in the case of an announcement other than by Counterparty, the Calculation Agent determines is reasonably likely to occur (it being understood and agreed that in determining whether such transaction or event is reasonably likely to occur, the Calculation Agent may take into consideration the effect of the relevant announcement on the Shares and/or options relating to the Shares and, if any such effect is material, may deem such transaction or event to be reasonably likely to occur), (ii) the public announcement by Counterparty Issuer of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may includes, or would reasonably be expected to include, a Merger Event or Tender Offer or a Transformative an Acquisition Transaction or (iii) any subsequent public announcement by any entity the Company or a Valid Third Party Entity of a change to a transaction or intention that is the subject of an announcement of the type described in clause (i) or (ii) of this sentence (including, without limitation, a new announcement, whether or not by the same party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention), as determined by the Calculation Agent. The parties hereto agree and acknowledge that, for purposes of this “Announcement Event” definition, in determining whether a third party is relevant and credible, the Calculation Agent may take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating to the Shares (and, for the avoidance of doubt, if the Calculation Agent determines the effect thereof on the Shares and/or options relating to the Shares is material, such third party shall be deemed to be relevant and credible). For the avoidance of doubt, the occurrence of an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event with respect to such transaction or intention. If the Calculation Agent shall make any adjustment to the terms of any Warrant upon the occurrence of a particular Announcement Event, then the Calculation Agent shall make an adjustment in good faith and in a commercially reasonable manner to the terms of that same Warrant upon any announcement prior to the exercise or other cancellation or termination of such Warrant regarding the abandonment of any such event that gave rise to the original Announcement Event. For purposes of this definition of “Announcement Event,” (1) “Merger Event” shall mean such term as defined under Section 12.1(b) of the Equity Definitions (but, for the avoidance of doubt, the remainder of the definition of “Merger Event” in Section 12.1(b) of the Equity Definitions following the definition of “Reverse Merger” therein shall be disregarded) . Nationalization, Insolvency or Delisting: Cancellation and Payment (2) “Tender Offer” shall mean such term as defined under Calculation Agent Determination); provided that, in addition to the provisions of Section 12.1(d12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. Additional Disruption Events: Change in Law: Applicable; provided that Section 12.1(d12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “10%” with “20%the interpretation” in the third line thereof.thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position” and (iii) replacing the parenthetical beginning after the word “regulation” in the second line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Not Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable; provided that:

Announcement Event. (i) The public announcement by (Ax) Counterparty, any subsidiary of Counterparty, or any Valid Third-Party Entity of any transaction or event that the Calculation Agent determines is reasonably likely to be completed and that, if completed, would constitute a Merger Event or Tender Offer (it being understood and agreed that in determining whether such transaction or event is reasonably likely to be completed, the Calculation Agent may shall take into consideration the effect of the relevant announcement on the Shares and/or options relating to the Shares and, if any such effect is material, may shall deem such transaction or event to be reasonably likely to be completed), (By) Counterparty Issuer or any subsidiary thereof of any potential acquisition or disposal disposition by Counterparty Issuer and/or its subsidiaries where the aggregate consideration exceeds 35% 33%, in the case of a potential acquisition, or 50%, in the case of a potential disposition, of the market capitalization of Counterparty Issuer as of the date of such announcement (a an “Transformative Acquisition Transaction”) or (Cz) CounterpartyIssuer, any subsidiary of Counterparty Issuer or any Valid Third-Party Entity of the intention to enter into a Merger Event or Tender Offer or a Transformative Transaction, which, an Acquisition Transaction (in the case of an announcement other than by Counterpartya Valid Third-Party Entity, that the Calculation Agent determines is reasonably likely to occur (capable, financially and otherwise, of consummating the relevant Merger Event, Tender Offer or Acquisition Transaction, it being understood and agreed that in determining whether making such transaction or event is reasonably likely to occurdetermination, the Calculation Agent may shall take into consideration the effect of the relevant announcement on the Shares and/or options relating to the Shares and, if any such effect is material, may shall deem such transaction or event entity to be reasonably likely to occurcapable of consummating the relevant Merger Event, Tender Offer or Acquisition Transaction), (ii) the public announcement by Counterparty Issuer of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, include a Merger Event or Tender Offer or a Transformative an Acquisition Transaction or (iii) any subsequent public announcement by any entity Valid Third-Party Entity, Issuer or any subsidiary of Issuer of a change to a transaction or intention that is the subject of an announcement of the type described in clause (i) or (ii) of this sentence (including, without limitation, a new announcement, whether or not by the same party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention), as determined by the Calculation AgentAgent in a commercially reasonable manner. For the avoidance of doubt, the occurrence of an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event with respect to such transaction or intention. For purposes of this definition of “Announcement Event,” (1A) “Merger Event” shall mean such term as defined under Section 12.1(b) of the Equity Definitions (but, for the avoidance of doubt, the remainder of the definition of “Merger Event” in Section 12.1(b) of the Equity Definitions following the definition of “Reverse Merger” therein shall be disregarded) and (2) “Tender Offer” shall mean such term as defined under Section 12.1(d) of the Equity Definitions; provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%” in the third line thereof.the

Announcement Event. (i) The public announcement by (Ax) Counterparty, any subsidiary of Counterparty, or any Valid Third-Party Entity entity of any transaction or event that the Calculation Agent determines is reasonably likely to be completed and that, if completed, would constitute a Merger Event or Tender Offer (it being understood and agreed that in determining whether such transaction or event is reasonably likely to be completed, the Calculation Agent may take into consideration the effect of the relevant announcement on the Shares and/or options relating to the Shares and, if any such effect is material, may deem such transaction or event to be reasonably likely to be completedShares), (By) Counterparty Issuer or any subsidiary thereof of any potential acquisition or disposal by Counterparty Issuer and/or its subsidiaries where the aggregate consideration exceeds 3530% of the market capitalization of Counterparty Issuer as of the date of such announcement (a an “Transformative Acquisition Transaction”) or (Cz) CounterpartyIssuer, any subsidiary of Counterparty Issuer or any Valid Third-Party Entity of the bona fide intention to enter into a Merger Event or Tender Offer or a Transformative Transaction, which, an Acquisition Transaction (in the case of an announcement other than by Counterpartya Valid Third-Party Entity, that the Calculation Agent determines is reasonably likely to occur (capable, financially and otherwise, of consummating the relevant Merger Event, Tender Offer or Acquisition Transaction, it being understood and agreed that in determining whether making such transaction or event is reasonably likely to occurdetermination, the Calculation Agent may take into consideration the effect of the relevant announcement on the Shares and/or options relating to the Shares and, if any such effect is material, may deem such transaction or event to be reasonably likely to occurShares), (ii) the public announcement by Counterparty Issuer of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, a Merger Event or Tender Offer or a Transformative an Acquisition Transaction or (iii) any subsequent public announcement by any entity of a change to a transaction or intention that is the subject of an announcement of the type described in clause (i) or (ii) of this sentence (including, without limitation, a new announcement, whether or not by the same party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention), as determined by the Calculation Agent. For the avoidance of doubt, the occurrence of an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event with respect to such transaction or intention. For purposes of this definition of “Announcement Event,” (1A) “Merger Event” shall mean such term as defined under Section 12.1(b) of the Equity Definitions (but, for the avoidance of doubt, the remainder of the definition of “Merger Event” in Section 12.1(b) of the Equity Definitions following the definition of “Reverse Merger” therein shall be disregarded) and (2B) “Tender Offer” shall mean such term as defined under Section 12.1(d) of the Equity Definitions; provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%” in the third line thereof.

Announcement Event. (i) The public announcement by (A) Counterparty, Issuer or any subsidiary of Counterparty, or agent thereof or any Valid Third-Party Entity party (1) that has or is reasonably likely to have or be able to obtain the financial resources to consummate the relevant transaction or event (as determined by the Calculation Agent) or (2) where the Calculation Agent determines that the relevant transaction or event is reasonably likely to occur (it being understood that such determination may be made by reference to the effect of such public announcement on the market price of the Shares or options on the Shares) of (x) any transaction or event that the Calculation Agent determines is reasonably likely to be completed and that, if completed, would constitute a Merger Event or Tender Offer (it being understood and agreed that in determining whether such transaction or event is reasonably likely to be completed, the Calculation Agent may take into consideration the effect of the relevant announcement on the Shares and/or options relating to the Shares and, if any such effect is material, may deem such transaction or event to be reasonably likely to be completed)Offer, (By) Counterparty or any subsidiary thereof of any potential acquisition or disposal by Counterparty Issuer and/or its subsidiaries where the aggregate consideration exceeds 3550% of the market capitalization of Counterparty Issuer as of the date of such announcement (a an “Transformative Acquisition Transaction”) or (Cz) Counterparty, any subsidiary of Counterparty or any Valid Third-Party Entity of the intention to enter into a Merger Event or Tender Offer or a Transformative an Acquisition Transaction, which, in the case of an announcement other than by Counterparty, the Calculation Agent determines is reasonably likely to occur (it being understood and agreed that in determining whether such transaction or event is reasonably likely to occur, the Calculation Agent may take into consideration the effect of the relevant announcement on the Shares and/or options relating to the Shares and, if any such effect is material, may deem such transaction or event to be reasonably likely to occur), (ii) the public announcement by Counterparty Issuer of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, a Merger Event or Tender Offer or a Transformative an Acquisition Transaction or (iii) any subsequent public announcement by Issuer or any entity subsidiary or agent thereof or any party (1) that has or is reasonably likely to have or be able to obtain the financial resources to consummate the relevant transaction making the previous announcement or event (as determined by the Calculation Agent) or (2) where the Calculation Agent determines that the relevant transaction or event is reasonably likely to occur (it being understood that such determination may be made by reference to the effect of such public announcement on the market price of the Shares or options on the Shares) of a change to a transaction or intention that is the subject of an announcement of the type described in clause (i) or (ii) of this sentence (including, without limitation, a new announcement, whether or not by the same party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention), as determined by the Calculation Agent. For the avoidance of doubt, the occurrence of an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event with respect to such transaction or intention. For purposes of this definition of “Announcement Event,” (1) “Merger Event” shall mean such term as defined under Section 12.1(b) of the Equity Definitions (but, for the avoidance of doubt, the remainder of the definition of “Merger Event” in Section 12.1(b) of the Equity Definitions following the definition of “Reverse Merger” therein shall be disregarded) and (2) “Tender Offer” shall mean such term as defined under Section 12.1(d) of the Equity Definitions; provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%” in the third line thereof.relating

Announcement Event. (i) The public announcement by (A) Counterparty, any subsidiary of Counterparty, Issuer or any Valid Third-Party Entity party (1) that has or is reasonably likely to have or be able to obtain the financial resources to consummate the relevant transaction or event (as determined by the Calculation Agent) or (2) where the Calculation Agent determines that the relevant transaction or event is reasonably likely to occur (it being understood that such determination may be made by reference to the effect of such public announcement on the market price of the Shares or options on the Shares) of (x) any transaction or event that the Calculation Agent determines is reasonably likely to be completed and that, if completed, would constitute a Merger Event or Tender Offer (it being understood and agreed that in determining whether such transaction or event is reasonably likely to be completed, the Calculation Agent may take into consideration the effect of the relevant announcement on the Shares and/or options relating to the Shares and, if any such effect is material, may deem such transaction or event to be reasonably likely to be completed)Offer, (By) Counterparty or any subsidiary thereof of any potential acquisition or disposal by Counterparty Issuer and/or its subsidiaries where the aggregate consideration exceeds 3550% of the market capitalization of Counterparty Issuer as of the date of such announcement (a an “Transformative Acquisition Transaction”) or (Cz) Counterparty, any subsidiary of Counterparty or any Valid Third-Party Entity of the intention to enter into a Merger Event or Tender Offer or a Transformative an Acquisition Transaction, which, in the case of an announcement other than by Counterparty, the Calculation Agent determines is reasonably likely to occur (it being understood and agreed that in determining whether such transaction or event is reasonably likely to occur, the Calculation Agent may take into consideration the effect of the relevant announcement on the Shares and/or options relating to the Shares and, if any such effect is material, may deem such transaction or event to be reasonably likely to occur), (ii) the public announcement by Counterparty Issuer of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, a Merger Event or Tender Offer or a Transformative an Acquisition Transaction or (iii) any subsequent public announcement by Issuer or any entity party (1) that has or is reasonably likely to have or be able to obtain the financial resources to consummate the relevant transaction making the previous announcement or event (as determined by the Calculation Agent) or (2) where the Calculation Agent determines that the relevant transaction or event is reasonably likely to occur (it being understood that such determination may be made by reference to the effect of such public announcement on the market price of the Shares or options on the Shares) of a change to a transaction or intention that is the subject of an announcement of the type described in clause (i) or (ii) of this sentence (including, without limitation, a new announcement, whether or not by the same party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention), as determined by the Calculation Agent. For the avoidance of doubt, the occurrence of an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event with respect to such transaction or intention. For purposes of this definition of “Announcement Event,” (1) “Merger Event” shall mean such term as defined under Section 12.1(b) of the Equity Definitions (but, for the avoidance of doubt, the remainder of the definition of “Merger Event” in Section 12.1(b) of the Equity Definitions following the definition of “Reverse Merger” therein shall be disregarded) . Nationalization, Insolvency or Delisting: Cancellation and Payment (2) “Tender Offer” shall mean such term as defined under Calculation Agent Determination); provided that, in addition to the provisions of Section 12.1(d12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. Additional Disruption Events: Change in Law: Applicable; provided that Section 12.1(d12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “10%” with “20%the interpretation” in the third line thereof.thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position” and (iii) replacing the parenthetical beginning after the word “regulation” in the second line thereof with the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)”. Notwithstanding anything to the contrary in the Equity Definitions, a Change in Law described in clause (Y) of Section 12.9(a)(ii) of the Equity Definitions shall not constitute a Change in Law and instead shall constitute an Increased Cost of Hedging as described in Section 12.9(a)(vi) of the Equity Definitions, and any such determination of a Change in Law shall be consistently applied by Dealer (if applicable) across transactions similar to the Transaction and for counterparties similar to Company. Failure to Deliver: Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable; provided that: