Common use of Cancellation and Payment Clause in Contracts

Cancellation and Payment. Upon the occurrence of an event described in the second clause of the definition of “Fundamental Change” in the Warrant Agreement (as described in the second bullet point of the definition of “Fundamental Change” in the Offering Memorandum under “Description of the Notes—Repurchase at the Option of Noteholders Upon a Fundamental Change”) that also constitutes a Merger Event, Counterparty may elect for Cancellation and Payment (Calculation Agent Determination) to apply to all or any part of the Options as of the Merger Date. Notwithstanding anything to the contrary in this Confirmation or Section 12.7(b) of the Equity Definitions, in determining any amount payable in respect of a Cancellation and Payment, the value of this Transaction shall be determined based on the volatility, expected dividend yield and stock loan rate of the Shares assuming that no Fundamental Change had occurred or been announced. If any amount is payable by Bank to Counterparty in connection with such a Cancellation and Payment, Counterparty may elect for such payment to be satisfied by the delivery one Settlement Cycle following the 30th Trading Day referred to in clause (ii) below of a number of Shares equal to (i) the amount payable in connection with the Cancellation and Payment divided by (ii) the sum of the VWAP Prices for the Shares (or, if applicable, the value of the “Units of Reference Property” (as defined in and determined in accordance with the sections of the Warrant Agreement containing the provisions described in the Offering Memorandum under “Description of the Warrants—Recapitalizations, Reclassifications and Changes to IPG Common Stock”) on each of the 30 Trading Days following the date of such Cancellation and Payment divided by 30.