Certain Adjustments and Terminations Sample Clauses

Certain Adjustments and Terminations. (i) If on any day on or after the fourth Scheduled Trading Day immediately succeeding the Trade Date and on or prior to June 15, 2015 the Calculation Agent determines that Dealer’s theoretical “delta” on such day exceeds the sum of the number of Additional Securities (as defined in the Registration Agreement) and Offered Securities (as defined in the Registration Agreement) sold by Dealer and its affiliates pursuant to the Registration Agreement (and, to the extent any Block Underwriter (as defined in the Registration Agreement) is not an affiliate of the Dealer, by each such Block Underwriter (or the First Collar Lead Block Underwriter (as defined in the Registration Agreement)) with respect to the Shares sold to the Block Underwriter by Dealer pursuant to the Registration Agreement and with respect to any Additional Securities sold by the Block Underwriter on behalf of Dealer pursuant to the Registration Agreement) in connection with the Transaction prior to such day, the Calculation Agent may, at any time and from time to time until June 16, 2015 (or reasonably promptly thereafter), make any commercially reasonable adjustment to the terms of the Transaction as appropriate to preserve the fair value of the Transaction to Dealer. If, in Dealer’s sole discretion, no such adjustment(s) can adequately preserve the fair value of the Transaction to Dealer, Dealer may, in consultation with Counterparty, reduce the Number of Transaction Shares hereunder (in which case the Number of Options for each Component shall be proportionately reduced), require a proportional refund of the Advance Amount within five Currency Business Days following notice to Counterparty and against return of Rehypothecated Shares in excess of the Number of Transaction Shares following such reduction, and make any other commercially reasonable adjustments to the terms of the Transaction as appropriate to preserve the fair value of the Transaction to Dealer. (ii) If (A) at least 16 Available Days shall not have occurred or will not occur on or after May 15, 2015 (or, if earlier, the date of the first regular trading session for the Shares immediately following the date the Issuer files a Current Report on Form 6-K that is incorporated by reference in the Registration Statement and the Prospectus (each as defined in the Registration Agreement), in each case as then amended and/or supplemented and including the first quarter of the 2015 fiscal year financial statements required by the Securit...