Common use of Announcement Event Clause in Contracts

Announcement Event. If an Announcement Date occurs in respect of a Merger Event (as defined in the Equity Definitions and, for the avoidance of doubt, determined without regard to the language in the definition of “Merger Event” following the definition of “Reverse Merger” therein) or Tender Offer (such occurrence, an “Announcement Event”), then on any of the first date on which an Announcement Event occurs, any date on which the terms of the transaction described in the original Announcement Event are modified or amended, the date on which the transaction described in any Announcement Event (as amended or modified) is cancelled, withdrawn or otherwise terminated, or the Exercise Date, Early Termination Date or other date of cancellation or termination in respect of any Option (the “Announcement Event Adjustment Date”), the Calculation Agent will determine the economic effect on such Option of the relevant event (regardless of whether the Announcement Event actually results in a Merger Event or Tender Offer, taking into account such factors as the Calculation Agent may determine in a commercially reasonable manner, including, without limitation, Share price and changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or the Transaction whether prior to or after the Announcement Event or for any commercially reasonable period of time, including, without limitation, the period from the Announcement Event to the relevant Announcement Event Adjustment Date, and without duplication of any other adjustment hereunder or under the Agreement or the Equity Definitions in respect of such Announcement Event). If the Calculation Agent determines that such economic effect on any Option is material, then on the Announcement Event Adjustment Date for such Option, the Calculation Agent may make such adjustment to the Cap Price as the Calculation Agent determines, in a commercially reasonable manner, appropriate to account for such economic effect, which adjustment shall be effective immediately prior to the exercise, termination or cancellation of such Option, as the case may be; provided that in no event shall the Cap Price be less than the Strike Price.

Announcement Event. If an Announcement Date occurs in respect of a Merger Event (as defined in the Equity Definitions and, for the avoidance of doubt, determined without regard to the language in the definition of “Merger Event” following the definition of “Reverse Merger” therein) or Tender Offer (such occurrence, an “Announcement Event”), then on any the earliest to occur of the first date on which an Announcement Event occurs, any date on which the terms of the transaction described in the original Announcement Event are modified or amendedExpiration Date, the date on which occurring a commercially reasonable period of time after the transaction described in any relevant Announcement Event (as amended or modified) is cancelled, withdrawn or otherwise terminated, or the Exercise Cessation Date, an Early Termination Date or other date of cancellation or termination in respect of any Option (the “Announcement Event Adjustment Date”)) in respect of each Warrant, the Calculation Agent will determine the cumulative economic effect on such Option Warrant of the relevant event Announcement Event and the Announcement Cessation Date, if any (without duplication in respect of any other adjustment or cancellation valuation made pursuant to the Equity Definitions, regardless of whether the Announcement Event actually results in a Merger Event or Tender Offer, and taking into account such factors as the Calculation Agent may determine in a commercially reasonable mannershall determine, including, without limitation, Share stock price and movement, changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or the Transaction whether prior to or after the Announcement Event or for any commercially reasonable period of time, including, without limitation, the period from the Announcement Event to the relevant Announcement Event Adjustment Date, and without duplication of any other adjustment hereunder or under the Agreement or the Equity Definitions in respect of such Announcement Event). If the Calculation Agent determines that such cumulative economic effect on any Option Warrant is material, then on the Announcement Event Adjustment Date for such OptionWarrant, the Calculation Agent may shall make such adjustment to the Cap Price exercise, settlement, payment or any other terms of such Warrant as the Calculation Agent determines, in a commercially reasonable manner, determines appropriate to account for such cumulative economic effect, which adjustment shall be effective immediately prior to the exercise, termination or cancellation of such Option, as the case may be; provided that in no event shall the Cap Price be less than the Strike PriceAnnouncement Event Adjustment Date.

Announcement Event. If an Announcement Date occurs in respect of a Merger Event (as defined in the Equity Definitions and, for the avoidance of doubt, determined without regard to the language in the definition of “Merger Event” following the definition of “Reverse Merger” therein) or Tender Offer (such occurrence, an “Announcement Event”), then on any the earliest to occur of the first date on which an Announcement Event occurs, any date on which the terms of the transaction described in the original Announcement Event are modified or amended, the date on which the transaction described in any Announcement Event (as amended or modified) is cancelled, withdrawn withdrawn, discontinued or otherwise terminated, terminated or the Exercise Date, Early Termination Date or other date of cancellation or termination in respect of any Option (the “Announcement Event Adjustment Date”), the Calculation Agent will determine the cumulative economic effect on such Option of the relevant event Announcement Event, if any (without duplication in respect of any other adjustment or cancellation valuation made pursuant to this Confirmation, the Equity Definitions or the Agreement, regardless of whether the Announcement Event actually results in a Merger Event or Tender Offer, and taking into account such factors as the Calculation Agent may determine in a commercially reasonable mannerdetermine, including, without limitation, Share price and changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or the Transaction whether prior to or after the Announcement Event or for any commercially reasonable period of time, including, without limitation, during the period from the Announcement Event to the relevant Announcement Event Adjustment Date); provided that, for the avoidance of doubt (x) in no event shall the modification or amendment of the terms of a transaction described in an Announcement Event constitute a new, additional or different Announcement Event hereunder and without duplication (y) the occurrence of any other adjustment hereunder or under the Agreement or the Equity Definitions an Announcement Event Adjustment Date in respect of the cancellation, withdrawal, discontinuation or other termination of the transaction described in an Announcement Event (as amended or modified) shall not preclude the occurrence of a later Announcement Date with respect to such Announcement Event)transaction. If the Calculation Agent determines that such cumulative economic effect on any Option is material, then on the Announcement Event Adjustment Date for such Option, the Calculation Agent may shall make such adjustment to the Cap Price (but, for the avoidance of doubt, to none of the Strike Price, the Number of Options, the Option Entitlement and any other variable relevant to the exercise, settlement, payment or other terms for the Transaction) as the Calculation Agent determines, in a commercially reasonable manner, determines appropriate to account for such economic effect, which adjustment shall be effective immediately prior to the exercise, termination or cancellation of such Option, as the case may be; provided that in no event shall the Cap Price be less than the Strike Price.

Announcement Event. If an Announcement Date occurs in respect of a Merger Event (as defined in Section 12.1(b) of the Equity Definitions and, for the avoidance of doubt, determined without regard to the language in the definition of “Merger Event” following the definition of “Reverse Merger” therein) or Tender Offer (as defined in Section 12.1(d) of the Equity Definitions) (such occurrence, an “Announcement Event”), then on any the earliest to occur of the first date on which an Announcement Event occurs, any date on which the terms of the transaction described in the original Announcement Event are modified or amended, (i) the date on which the transaction described in any Announcement Event (as amended or modified) is consummated, cancelled, withdrawn withdrawn, discontinued or otherwise terminated, or terminated and (ii) the Exercise Date, Early Termination Date or other date of cancellation or termination in respect of any Option (the “Announcement Event Adjustment Date”)) in respect of each Option, the Calculation Agent will determine the cumulative economic effect on such Option of the relevant event (without duplication in respect of any other adjustment or cancellation valuation made pursuant to this Confirmation, the Equity Definitions or the Agreement and regardless of whether the Announcement Event actually results in a Merger Event or Tender Offer, and taking into account such factors as the Calculation Agent may determine in a commercially reasonable mannerdetermine, including, without limitation, Share price and changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or the Transaction whether prior to or after the Announcement Event or for any commercially reasonable period of time, including, without limitation, the period from the Announcement Event to the relevant Announcement Event Adjustment Date); provided that, and without duplication for the avoidance of doubt, in no event shall the modification or amendment of the terms of a transaction described in an Announcement Event constitute a new, additional or different Announcement Event hereunder (but any other adjustment hereunder such modification or under amendment may be taken into account in determining the Agreement or cumulative economic effect on such Option of the Equity Definitions in respect of such Announcement Event). If the Calculation Agent determines that such economic effect on any Option is material, then on the Announcement Event Adjustment Date for such Option, the Calculation Agent may make such adjustment to the Cap Price (but, for the avoidance of doubt, to no other term relevant to the exercise, settlement or payment of such Option) as the Calculation Agent determines, in a commercially reasonable manner, determines appropriate to account for such economic effect, which adjustment shall be effective immediately prior to the exercise, termination or cancellation of such Option, as the case may be; provided that in no event shall the Cap Price be less than the Strike Price.. Announcement Date: The definition of “Announcement Date” in Section 12.1 of the Equity Definitions is hereby amended by (i) replacing the words “a firm” with the word “any” in the second and fourth lines thereof, (ii) replacing the word “leads to the” with the words “, if completed, would lead to a” in the third and the fifth lines thereof, (iii) replacing the words “voting shares” with the word “Shares” in the fifth line thereof, and (iv) inserting the words “by any entity” after the word “announcement” in the second and the fourth lines thereof. 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 word “Shares” with the phrase “Hedge Positions” in clause (X) thereof and (ii) inserting the parenthetical “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” at the end of clause (A) thereof. Failure to Deliver: Applicable Hedging Disruption: Applicable; provided that:

Announcement Event. If an Announcement Date occurs in respect of a Merger Event (as defined in Section 12.1(b) of the Equity Definitions and, for the avoidance of doubt, determined without regard to the language in the definition of “Merger Event” following the definition of “Reverse Merger” therein) or Tender Offer (as defined in Section 12.1(d) of the Equity Definitions) (such occurrence, an “Announcement Event”), then on any the earliest to occur of the first date on which an Announcement Event occurs, any date on which the terms of the transaction described in the original Announcement Event are modified or amended, (i) the date on which the transaction described in any Announcement Event (as amended or modified) is consummated, cancelled, withdrawn withdrawn, discontinued or otherwise terminated, or terminated and (ii) the Exercise Date, Early Termination Date or other date of cancellation or termination in respect of any Option (the “Announcement Event Adjustment Date”)) in respect of each Option, the Calculation Agent will determine the cumulative economic effect on such Option of the relevant event (without duplication in respect of any other adjustment or cancellation valuation made pursuant to this Confirmation, the Equity Definitions or the Agreement and regardless of whether the Announcement Event actually results in a Merger Event or Tender Offer, and taking into account such factors as the Calculation Agent may determine in a commercially reasonable mannerdetermine, including, without limitation, Share price and changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or the Transaction whether prior to or after the Announcement Event or for any commercially reasonable period of time, including, without limitation, the period from the Announcement Event to the relevant Announcement Event Adjustment Date); provided that, and without duplication for the avoidance of doubt, in no event shall the modification or amendment of the terms of a transaction described in an Announcement Event constitute a new, additional or different Announcement Event hereunder (but any other adjustment hereunder such modification or under amendment may be taken into account in determining the Agreement or cumulative economic effect on such Option of the Equity Definitions in respect of such Announcement Event). If the Calculation Agent determines that such economic effect on any Option is material, then on the Announcement Event Adjustment Date for such Option, the Calculation Agent may make such adjustment to the Cap Price (but, for the avoidance of doubt, to no other term relevant to the exercise, settlement or payment of such Option) as the Calculation Agent determines, in a commercially reasonable manner, determines appropriate to account for such economic effect, which adjustment shall be effective immediately prior to the exercise, termination or cancellation of such Option, as the case may be; provided that in no event shall the Cap Price be less than the Strike Price.

Announcement Event. If an Announcement Date occurs in respect of a Merger Event (as defined in the Equity Definitions and, for the avoidance of doubt, determined without regard to the language in the definition of “Merger Event” following the definition of “Reverse Merger” therein) or Tender Offer (such occurrence, an “Announcement Event”), then on any the earliest to occur of the first date on which an Announcement Event occurs, any date on which the terms of the transaction described in the original Announcement Event are modified or amendedExpiration Date, the date on which occurring a commercially reasonable period of time after the transaction described in any relevant Announcement Event (as amended or modified) is cancelled, withdrawn or otherwise terminated, or the Exercise Cessation Date, an Early Termination Date or other date of cancellation or termination in respect of any Option (the “Announcement Event Adjustment Date”)) in respect of each Option, the Calculation Agent will determine the cumulative economic effect on such Option of the relevant event Announcement Event and the Announcement Cessation Date, if any (without duplication in respect of any other adjustment or cancellation valuation made pursuant to the Equity Definitions, regardless of whether the Announcement Event actually results in a Merger Event or Tender Offer, and taking into account such factors as the Calculation Agent may determine in a commercially reasonable mannershall determine, including, without limitation, Share price and changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or the Transaction whether prior to or after the Announcement Event or for any commercially reasonable period of time, including, without limitation, the period from the Announcement Event to the relevant Announcement Event Adjustment Date); provided, and without duplication of any other adjustment hereunder or under however, that in determining such economic effect the Agreement or the Equity Definitions in respect of such Announcement Event)Calculation Agent shall take into account Dealer’s Hedge Positions. If the Calculation Agent determines that such cumulative economic effect on any Option is material, then on the Announcement Event Adjustment Date for such Option, the Calculation Agent may shall make such adjustment to the Cap Price as the Calculation Agent determines, in a commercially reasonable manner, determines appropriate to account for such cumulative economic effect, which adjustment shall be effective immediately prior to the exercise, termination or cancellation of such Option, as the case may be; provided that in no event shall the Cap Price be less than the Strike PriceAnnouncement Event Adjustment Date.

Announcement Event. If an Announcement Date occurs in respect of a Merger Event (as defined in the Equity Definitions and, for the avoidance of doubt, determined without regard to the language in the definition of “Merger Event” following the definition of “Reverse Merger” therein) or Tender Offer (such occurrence, an “Announcement Event”), then on any of the first date on which an Announcement Event occurs, any date on which the terms of the transaction described in the original Announcement Event are modified or amended, the date on which the transaction described in any Announcement Event (as amended or modified) is cancelled, withdrawn or otherwise terminated, or the Exercise Date, Early Termination Date or other date of cancellation or termination in respect of any Option (the “Announcement Event Adjustment Date”)has occurred, the Calculation Agent will shall have the right to determine the economic effect on such Option of the relevant event (regardless of whether the Announcement Event actually results in a Merger Event or Tender Offer, taking into account such factors as on the Calculation Agent may determine in a commercially reasonable manner, including, without limitation, Share price and changes theoretical value of the Transaction (which is limited to any change in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or to the Transaction, the ability to maintain a commercially reasonable hedge position in the underlying Shares and/or any input in a Black-Scholes-based option pricing model) (i) at a time that it deems appropriate, from the Announcement Date to the date of such determination (the “Determination Date”), and (ii) on the Valuation Date or on a date on which a payment amount is determined pursuant to Section 6 of the Agreement or Sections 12.7 or 12.8 of the Equity Definitions, from the Exchange Business Day immediately preceding the Announcement Date or the Determination Date, as applicable, to the Valuation Date or the date on which a payment amount is determined pursuant to Section 6 of the Agreement or Sections 12.7 or 12.8 of the Equity Definitions. If any such economic effect is material, the Calculation Agent may either (i) adjust the terms of the Transaction whether prior to reflect such economic effect or after (ii) terminate the Transaction, in which case the Determining Party will determine the Cancellation Amount payable by one party to the other; provided that the reference in Section 12.8(a) of the Equity Definitions to “Extraordinary Event” shall be replaced for this purpose with a reference to “Announcement Event.” “Announcement Event” shall mean the occurrence of the Announcement Date of a Merger Event or Tender Offer or of a potential Merger Event or potential Tender Offer, or any publicly announced change or amendment to any such announced transaction or event (including any announcement relating to the abandonment thereof). Composition of Combined Consideration: Not Applicable; provided that, notwithstanding Sections 12.5(b) and 12.1(f) of the Equity Definitions, to the extent that the composition of the consideration for the relevant Shares pursuant to a Tender Offer or Merger Event could be elected by an actual holder of the Shares, the Calculation Agent will, in its discretion, determine such composition. Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that Section 12.6(a)(iii) of the Equity Definitions is hereby amended and restated in its entirety as follows:“‘Delisting’ means that the Shares, as adjusted pursuant to the terms of the Transaction, cease (or the Exchange announces that, pursuant to the rules of such Exchange, such Shares will cease) to be listed, traded or publicly quoted on the Exchange for any reason and are not (or will not be) immediately re-listed, re-traded or re-quoted (and fail (or will fail) to continue to be listed, traded or quoted) on any of the Frankfurt Stock Exchange (Prime Standard), the London Stock Exchange (Main Market), Euronext (in Paris or Amsterdam), 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 (or continue to be listed, traded or quoted) on any such exchange or quotation system (or, if more than one, the exchange or quotation system selected by the Calculation Agent), such exchange or quotation system shall thereafter be deemed to be the Exchange and the Calculation Agent shall make any adjustments to the terms of the Transaction (including, for the avoidance of doubt, modifying the definition of Shares and Settlement Price), as if Modified Calculation Agent Adjustment were applicable to such event.” 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 announcement or statement of, the formal or informal interpretation”, (ii) by replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Positions”, (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date” and (iv) adding the following proviso to the end of clause (Y) thereof: “provided that (1) such party has used commercially reasonable period of timeefforts to avoid such increased cost on terms reasonably acceptable to such party, as long as (i) such party would not incur a materially increased cost (including, without limitation, the period from the Announcement Event due to any increase in tax liability, decrease in tax benefit or other adverse effect on its tax position), as reasonably determined by such party, in doing so, (ii) such party would not violate any applicable law, rule, regulation or policy of such party, as reasonably determined by such party, in doing so, (iii) such party would not suffer a material penalty, injunction, non-financial burden, reputational harm or other material adverse consequence in doing so, (iv) such party would not incur any material operational or administrative burden in doing so and (v) such party would not, in doing so, be required to take any action that is contrary to the relevant Announcement Event Adjustment Dateintent of the law or regulation that is subject to the Change in Law and (2) Dealer may exercise its termination right with respect to an event described in this clause (Y) only if Dealer determines, and without duplication based upon advice of counsel the costs of which are borne by the Dealer, that it is generally exercising its rights to terminate or adjust as a result of such event with respect to any other adjustment hereunder or under similarly situated customers in the Agreement or context of the event constituting such Change in Law”.In addition, Section 12.9(b)(i) of the Equity Definitions is hereby amended by (1) replacing “either party may elect” with “Dealer may elect” and (2) replacing “notice to the other party” with “notice to Counterparty” in respect the first sentence of such Announcement Event)section. If Failure to Deliver: Not Applicable. Insolvency Filing: Applicable. Hedging Disruption: Applicable; provided that: (I) Section 12.9(a)(v) of the Calculation Agent determines that such economic effect on any Option Equity Definitions is material, then hereby modified by (i) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Announcement Event Adjustment Date for Trade Date”, and (ii) inserting the following two phrases at the end of such OptionSection: “For the avoidance of doubt, the Calculation Agent may make term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk. For the further avoidance of doubt, any such adjustment transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms. Any inability of the Hedging Party referred to in phrases (A) and (B) above that is solely attributable to the Cap Price as deterioration of the Calculation Agent determinescreditworthiness of the Hedging Party shall not be deemed a Hedging Disruption.”, and (II) 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 commercially reasonable manner, appropriate to account for portion of the Transaction affected by such economic effect, which adjustment shall be effective immediately prior to the exercise, termination or cancellation Hedging Disruption”. Increased Cost of such Option, as the case may be; provided that in no event shall the Cap Price be less than the Strike PriceHedging: Applicable.

Announcement Event. If an Announcement Date occurs in respect of any event or transaction that would, if consummated, lead to a Merger Event (as defined in the Equity Definitions and, for the avoidance of doubt, determined without regard to the language in the definition of “Merger Event” following the definition of “Reverse Merger” therein) or ), a Tender Offer or a Potential Adjustment Event (such occurrence, an “Announcement Event”), then on any of the first date on which an Announcement Event occurs, any date on which the terms of the transaction described in the original Announcement Event are modified or amended, the date on which the transaction described in any Announcement Event (as amended or modified) is cancelled, withdrawn or otherwise terminated, or the Exercise Date, Early Termination Date or other date of cancellation or termination in respect of any Option (the “Announcement Event Adjustment Date”), the Calculation Agent will determine the economic effect on of such Option of the relevant event (regardless of whether the Announcement Event actually results in a Merger Event or Tender Offer, taking into account such factors as on the Calculation Agent may determine in a commercially reasonable manner, including, theoretical value of each Warrant (including without limitation, Share price and changes limitation any change in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or to the Transaction whether prior to or after the Announcement Event or for any commercially reasonable period of time, including, without limitation, the period Transaction) from the Announcement Event Date to the relevant Announcement Event Adjustment DateExpiration Date or earlier date of termination for such Warrant and, and without duplication of any other adjustment hereunder or under the Agreement or the Equity Definitions in respect of if such Announcement Event). If economic effect is material, (i) the Calculation Agent determines that will adjust the terms of such Warrant to reflect such economic effect on any Option is material, then on to Dealer and determine the Announcement Event Adjustment Date for such Option, the Calculation Agent may make effective date of such adjustment to the Cap Price as or (ii) if the Calculation Agent determines, in on or after the Announcement Date, that no adjustment it could make under clause (i) above is likely to produce a commercially reasonable mannerresult, appropriate notify the parties that such Warrant will be terminated (in whole or in part), in which case the amount payable upon such termination will be determined by Dealer pursuant to account for Section 12.7 of the Equity Definitions as if such economic effectAnnouncement Event were an Extraordinary Event to which Cancellation and Payment (Calculation Agent Determination) or Partial Cancellation and Payment (Calculation Agent Determination), which as applicable, were applicable. For the avoidance of doubt, any such adjustment shall be effective immediately without prejudice to the application of the provisions set forth in the preceding sentence, “Consequence of Merger Events,” “Consequence of Tender Offers,” and/or Section 9(h)(ii) of this Master Confirmation with respect to any other Announcement Date in respect of the same event or transaction, or, if the related Merger Date or Tender Offer Date occurs on or prior to the exerciseValuation Date or earlier date of termination for such Warrant, termination with respect to the related Merger Event or cancellation of Tender Offer; provided that any such Optionadjustment shall be taken into account by the Calculation Agent or the Determining Party, as the case may be; provided that , in no event shall determining any subsequent adjustment to the Cap Price be less than terms of the Strike PriceTransaction, or in subsequently determining any Cancellation Amount or an Early Termination Amount, as the case may be, on account of any related Announcement Date, Merger Event or Tender Offer.

Announcement Event. If an Announcement Date occurs in respect of a Merger Event (as defined in the Equity Definitions and, for the avoidance of doubt, determined without regard to the language in the definition of “Merger Event” following the definition of “Reverse Merger” therein) or Tender Offer (such occurrence, an “Announcement Event”), then on any of the first date on which an Announcement Event occurs, any date then on which the terms earliest to occur of the transaction described in the original Announcement Event are modified or amended, the date on which the transaction described in any such Announcement Event (as amended or modified) is cancelled, withdrawn withdrawn, discontinued or otherwise terminated, or results in a Merger Date or a Tender Offer Date, as applicable, or the Exercise Date, Early Termination Date or other date of cancellation or termination in respect of any Option the Transaction, or portion thereof (the “Announcement Event Adjustment Date”), the Calculation Agent will determine the cumulative economic effect on such Option of the relevant event Announcement Event on the theoretical value of the Transaction as a whole (regardless of whether the such Announcement Event actually results in a Merger Event or Tender Offer, and taking into account such factors variables as the Calculation Agent may determine in a commercially reasonable mannerreasonably determine, including, without limitation, Share price and changes any actual or expected change in volatility, expected dividends, correlation, stock loan rate or liquidity relevant to the Shares or to the Transaction whether within a commercially reasonable period of time prior to or after the Announcement Event or for any commercially reasonable period of time, time such changes are in effect including, without limitation, if applicable, the period from the Announcement Event to the relevant Announcement Event Adjustment Date), and if such economic effect is material, the Calculation Agent will adjust the Cap Price to reflect such economic effect (but, for the avoidance of doubt, taking into account, and without duplication of, any adjustment made pursuant to the provisions opposite the captions “Method of any other adjustment hereunder Adjustment” or under the Agreement “Consequences of Merger Events” above or the Equity Definitions “Adjustments to Cap Price” below in respect of the event or condition giving rise to such Announcement Event). If the Calculation Agent determines that such economic effect on any Option is material, then on the Announcement Event Adjustment Date for such Option, the Calculation Agent may make such adjustment to the Cap Price as the Calculation Agent determines, in a commercially reasonable manner, appropriate to account for such economic effect, which adjustment shall be ) effective immediately prior to the exerciseAnnouncement Event Adjustment Date; provided that, for the avoidance of doubt, an occurrence of an Announcement Event Adjustment Date with respect to cancellation, withdrawal, discontinuation or other termination of the transaction described in the Announcement Event (as amended or cancellation modified) shall not preclude an occurrence of a later Announcement Event with respect to such transaction. “Announcement Event” shall mean the occurrence of an Announcement Date in respect of a Merger Event or Tender Offer (as such terms are defined in the Equity Definitions, as amended herein), notwithstanding the fact that such Merger Date or Tender Offer Date may not, or may not be anticipated to, occur on or prior to the Valuation Date. The definition of “Announcement Date” in Section 12.1(l) of the Equity Definitions shall be amended by (a) replacing the word “leads” in the third line thereof and in the fifth line thereof with the words “could lead (as determined by the Calculation Agent)” (b) deleting the word “firm” in the second and fourth lines thereof and (c) inserting the words “, and any publicly announced change or amendment to such an announcement (including the announcement of an abandonment of such Optionintention)” at the end of clauses (i) and (ii) thereof. Adjustments to Cap Price: Upon the occurrence of a Merger Date or Tender Offer Date, or the declaration by Counterparty of the terms of any Potential Adjustment Event (as such terms are defined in the Equity Definitions, as amended herein), the case may beCalculation Agent shall adjust the Cap Price as it determines appropriate, in its commercially reasonable discretion, to account for the economic effect of the relevant Merger Event, Tender Offer or Potential Adjustment Event (as such terms are defined in the Equity Definitions, as amended herein) on the Transaction as a whole (but, for the avoidance of doubt, taking into account, and without duplication of, any adjustment made pursuant to the provisions opposite the captions “Method of Adjustment”, “Consequences of Merger Events” or “Announcement Event” above in respect of the event or condition giving rise to such Merger Date, Tender Offer Date or Potential Adjustment Event); provided that in no event shall the Cap Price be less than the Strike Price.. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended (i) by inserting the parenthetical “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” at the end of clause (A) thereof, (ii) by the replacement of the word “Shares” with “Hedge Positions” in clause (X) thereof; (iii) by adding the phrase “or announcement” immediately after the phrase “due to the promulgation” in the third line thereof and adding the phrase “formal or informal” before the word “interpretation” in the same line and (iv) immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”. Failure to Deliver: Not Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable; provided that:

Announcement Event. If an Announcement Date occurs in respect of a Merger Event (as defined in the Equity Definitions and, for the avoidance of doubt, determined without regard to the language in the definition of “Merger Event” following the definition of “Reverse Merger” therein) or Tender Offer (such occurrence, an “Announcement Event”), then on any of the first date on which an Announcement Event occurs, any date on which the terms of the transaction described in the original Announcement Event are modified or amended, the date on which the transaction described in any Announcement Event (as amended or modified) is cancelled, withdrawn or otherwise terminated, or the Exercise Date, Early Termination Date or other date of cancellation or termination in respect of any Option (the “Announcement Event Adjustment Date”)has occurred, the Calculation Agent will shall have the right to determine the economic effect on such Option of the relevant event (regardless of whether the Announcement Event actually results in a Merger Event or Tender Offer, taking into account such factors as on the Calculation Agent may determine in a commercially reasonable manner, including, theoretical value of the Transaction (including without limitation, Share price and changes limitation any change in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or to the Transaction whether prior to or after the Announcement Event or for any commercially reasonable period of timeTransaction) (i) at a time that it deems appropriate, including, without limitation, the period from the Announcement Event Date to the relevant date of such determination (the “Determination Date”), and (ii) on the Valuation Date or on a date on which a payment amount is determined pursuant to Sections 12.7 or 12.8 of the Equity Definitions, from the Announcement Event Adjustment Date or the Determination Date, and without duplication of any other adjustment hereunder or under as applicable, to the Agreement Valuation Date or the date on which a payment amount is determined pursuant to Sections 12.7 or 12.8 of the Equity Definitions in respect of such Announcement Event)Definitions. If the Calculation Agent determines that any such economic effect on any Option is material, then on the Announcement Event Adjustment Date for such Option, the Calculation Agent may make will either (i) adjust the terms of the Transaction to reflect such adjustment economic effect or (ii) terminate the Transaction, in which case the Determining Party will determine the Cancellation Amount payable by one party to the Cap Price other; provided that the reference in Section 12.8(a) of the Equity Definitions to “Extraordinary Event” shall be replaced for this purpose with a reference to “Announcement Event.” “Announcement Event” shall mean the occurrence of an Announcement Date. Settlement of Cancellation and Payment: With respect to any Extraordinary Events hereunder, upon the occurrence of Cancellation and Payment in whole or in part, the parties agree that the amount to be paid, in accordance with the Equity Definitions, shall constitute a Transaction Early Termination Amount, subject to satisfaction by the payment or delivery of Shares or cash as set forth in the Early Termination section below. Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent determinesDetermination); 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 Market or the NASDAQ Global Select Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange. Determining Party: GS&Co., acting in good faith and in a commercially reasonable manner, appropriate to account for such economic effect, which adjustment shall be effective immediately prior to the exercise, termination or cancellation of such Option, as the case may bemanner Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended (i) by replacing the phrase “the interpretation” in no event the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation” and (ii) by replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position”. The parties agree that, for the avoidance of doubt, for purposes of Section 12.9(a)(ii) of the Equity Definitions, “any applicable law or regulation” shall include the Cap Price Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, any rules and regulations promulgated thereunder and any similar law or regulation, and the consequences specified in Section 12.9(b)(i) of the Equity Definitions shall apply to any Change in Law arising from such act, rule or regulation. Failure to Deliver: Not Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable; provided that: (i) Section 12.9(a)(v) of the Equity Definitions is hereby modified by inserting the following two phrases at the end of such Section: “For the avoidance of doubt, the term “equity price risk” shall be less than deemed to include, but shall not be limited to, stock price and volatility risk. And, for the Strike Pricefurther avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms.”