Common use of Counterparty Representations, Warranties and Covenants Clause in Contracts

Counterparty Representations, Warranties and Covenants. Counterparty represents, warrants and covenants to [*] on the Trade Date that: (a) Counterparty is entering into this Confirmation, the Transaction hereunder, the Related Agreement and the Related Transaction in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) or any other antifraud or anti-manipulation provisions of the federal or applicable state securities laws and that it has not entered into or altered and will not enter into or alter any “corresponding or hedging transaction or position” (within the meaning of Rule 10b5-1) with respect to the Shares or the Underlying Shares. Counterparty acknowledges that it is the intent of the parties that the Transaction entered into under this Confirmation comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 and the Transaction shall be interpreted to comply with the requirements of Rule 10b5-1(c); (b) During the Initial Hedging Period, the Hedging Party may effect transactions in Shares in connection with the Transaction. Without prejudice to Section 7(D) hereof, the timing of such transactions by the Hedging Party, the price paid or received per Share pursuant to such transactions and the manner in which such transactions are made, including, without limitation, whether such transactions are made on any securities exchange or privately, shall be within the sole judgment of the Hedging Party. Counterparty acknowledges and agrees that, without prejudice to Section 7(D) hereof, all such transactions shall be made in the Hedging Party’s sole judgment and for the Hedging Party’s own account; (c) Counterparty does not have, and shall not attempt to exercise, any control or influence over how, when or whether [*] (or its agent or Affiliate) makes any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) in connection with the Transaction, including, without limitation, over how, when or whether [*] (or its agent or Affiliate) enters into any hedging transactions. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Confirmation under Rule 10b5-1; (d) Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty is aware of any material non-public information regarding the Issuer or the Shares; (e) Counterparty shall not take, and shall not permit the Issuer to take, any action that would cause a “restricted period” (as defined in Regulation M under the Exchange Act (“Regulation M”)) to be applicable to any purchases of Shares, or of any security for which Shares are a “reference security” (as defined in Regulation M), by any “affiliated purchasers” (as defined in Regulation M) of the Issuer during the Initial Hedging Period, unless Counterparty has provided written notice to [*] of such restricted period not later than the Scheduled Trading Day immediately preceding the first day of such restricted period. Counterparty acknowledges that any such notice may cause a Disrupted Day to occur and, accordingly, Counterparty acknowledges that its delivery of such notice must comply with the standards set forth in Section 7(B)(f) below as if references to the Public Announcement were to such notice (it being understood that the eight-Scheduled-Trading-Day Period set forth opposite “Valuation Disruption” shall not apply as a result of any such Disrupted Day). Counterparty shall promptly notify [*] of the end of any such restricted period which, for purposes of the definition of “Target Daily Shares” above, shall be deemed to continue until the opening of the next regular trading session on the Exchange for the Shares after such notification; and (f) Counterparty: (i) will not, during the Initial Hedging Period, make or permit the Issuer to make, or, to the extent within its control, otherwise permit to be made, any Public Announcement unless such Public Announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares; (ii) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange for the Shares) notify [*] following any such Public Announcement that such Public Announcement has been made (such notice, a “Notification of Public Announcement”); (iii) shall promptly notify [*] of the earlier to occur of the completion of the relevant Merger Transaction and the completion of the vote by target shareholders (such notice, a “Notification of Completion of Merger Transaction Restricted Period”); and (iv) acknowledges that a Public Announcement may cause the terms of the Transaction to be adjusted; accordingly, Counterparty acknowledges that in making any Public Announcement, it must comply with the standards set forth in the provisions of Paragraph 7(B)(d) above. In addition, Counterparty agrees that all notices delivered pursuant to this sub-paragraph (f) shall be delivered by email to the address set out in the “Offices and Notices” provision below. Counterparty undertakes promptly to inform [*] if any such representation is or becomes untrue or incorrect. Counterparty acknowledges that [*] is entering into this Transaction and the Related Transaction in express reliance upon the above representations and undertakings.

Counterparty Representations, Warranties and Covenants. Counterparty represents, warrants and covenants to [*] on the Trade Date that: (a) Counterparty is entering into this Confirmation, Confirmation and the Transaction hereunder, hereunder and entered into the Related Agreement and the Related Transaction in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) or any other antifraud or anti-manipulation provisions of the federal or applicable state securities laws and that it has not entered into or altered and will not enter into or alter any “corresponding or hedging transaction or position” (within the meaning of Rule 10b5-1) with respect to the Shares or the Underlying Shares. Counterparty acknowledges that it is the intent of the parties that the Transaction entered into under this Confirmation comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 and the Transaction shall be interpreted to comply with the requirements of Rule 10b5-1(c); (b) During the Initial Hedging Period, the Hedging Party may effect transactions in Shares in connection with the Transaction. Without prejudice to Section 7(D) hereof, the timing of such transactions by the Hedging Party, the price paid or received per Share pursuant to such transactions and the manner in which such transactions are made, including, without limitation, whether such transactions are made on any securities exchange or privately, shall be within the sole judgment of the Hedging Party. Counterparty acknowledges and agrees that, without prejudice to Section 7(D) hereof, all such transactions shall be made in the Hedging Party’s sole judgment and for the Hedging Party’s own account; (c) Counterparty does not have, and shall not attempt to exercise, any control or influence over how, when or whether [*] (or its agent or Affiliate) makes any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) in connection with the Transaction, including, without limitation, over how, when or whether [*] (or its agent or Affiliate) enters into any hedging transactions. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Confirmation under Rule 10b5-1; (d) Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty is aware of any material non-public information regarding the Issuer or the Shares; (e) Counterparty shall not take, and shall not permit the Issuer to take, any action that would cause a “restricted period” (as defined in Regulation M under the Exchange Act (“Regulation M”)) to be applicable to any purchases of Shares, or of any security for which Shares are a “reference security” (as defined in Regulation M), by any “affiliated purchasers” (as defined in Regulation M) of the Issuer during the Initial Hedging Period, unless Counterparty has provided written notice to [*] of such restricted period not later than the Scheduled Trading Day immediately preceding the first day of such restricted period. Counterparty acknowledges that any such notice may cause a Disrupted Day to occur and, accordingly, Counterparty acknowledges that its delivery of such notice must comply with the standards set forth in Section 7(B)(f) below as if references to the Public Announcement were to such notice (it being understood that the eight-Scheduled-Trading-Day Period set forth opposite “Valuation Disruption” shall not apply as a result of any such Disrupted Day). Counterparty shall promptly notify [*] of the end of any such restricted period which, for purposes of the definition of “Target Daily Shares” above, shall be deemed to continue until the opening of the next regular trading session on the Exchange for the Shares after such notification; and (f) Counterparty: (i) will not, during the Initial Hedging Period, make or permit the Issuer to make, or, to the extent within its control, otherwise permit to be made, any Public Announcement unless such Public Announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares; (ii) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange for the Shares) notify [*] following any such Public Announcement that such Public Announcement has been made (such notice, a “Notification of Public Announcement”); (iii) shall promptly notify [*] of the earlier to occur of the completion of the relevant Merger Transaction and the completion of the vote by target shareholders (such notice, a “Notification of Completion of Merger Transaction Restricted Period”); and (iv) acknowledges that a Public Announcement may cause the terms of the Transaction to be adjusted; accordingly, Counterparty acknowledges that in making any Public Announcement, it must comply with the standards set forth in the provisions of Paragraph 7(B)(d) above. In addition, Counterparty agrees that all notices delivered pursuant to this sub-paragraph (f) shall be delivered by email to the address set out in the “Offices and Notices” provision below. Counterparty undertakes promptly to inform [*] if any such representation is or becomes untrue or incorrect. Counterparty acknowledges that [*] is entering into this Transaction and the Related Transaction in express reliance upon the above representations and undertakings.

Counterparty Representations, Warranties and Covenants. Counterparty represents, warrants and covenants to [*] on the Trade Date that: (a) Counterparty is entering into this Confirmation, the Transaction hereunder, the Related Agreement and the Related Transaction in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) or any other antifraud or anti-manipulation provisions of the federal or applicable state securities laws and that it has not entered into or altered and will not not, during the Initial Hedging Period, enter into or alter any “corresponding or hedging transaction or position” (within the meaning of Rule 10b5-1) with respect to the Shares or the Underlying Shares. Counterparty acknowledges that it is the intent of the parties that the Transaction entered into under this Confirmation comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 and the Transaction shall be interpreted to comply with the requirements of Rule 10b5-1(c); (b) During the Initial Hedging Period, the Hedging Party may effect transactions in Shares in connection with the Transaction. Without prejudice to Section 7(D) hereof, the The timing of such transactions by the Hedging Party, the price paid or received per Share pursuant to such transactions and the manner in which such transactions are made, including, without limitation, whether such transactions are made on any securities exchange or privately, shall be within the sole judgment of the Hedging Party. Counterparty acknowledges and agrees that, without prejudice to Section 7(D) hereof, that all such transactions shall be made in the Hedging Party’s sole judgment and for the Hedging Party’s own account; (c) Counterparty does not have, and shall not attempt to exercise, any control or influence over how, when or whether [*] (or its agent or Affiliate) makes any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) in connection with the Transaction, including, without limitation, over how, when or whether [*] (or its agent or Affiliate) enters into any hedging transactions. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Confirmation under Rule 10b5-1; (d) Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty is aware of any material non-public information regarding the Issuer or the Shares; (e) Counterparty shall not take, and shall not permit the Issuer to take, any action that would cause a “restricted period” period (as defined in Regulation M under the Exchange Act (“Regulation M”)) to be applicable to any purchases of Shares, or of any security for which Shares are a “reference security” (as defined in Regulation M), by any “affiliated purchasers” (as defined in Regulation M) of the Issuer during the Initial Hedging Period, unless Counterparty has provided written notice to [*] of such restricted period not later than the Scheduled Trading Day immediately preceding the first day of such restricted period. Counterparty acknowledges that any such notice may cause a Disrupted Day to occur and, accordingly, Counterparty acknowledges that its delivery of such notice must comply with the standards set forth in Section 7(B)(f) below as if references to the Public Announcement were to such notice (it being understood that the eight-Scheduled-Trading-Day Period set forth opposite “Valuation Disruption” shall not apply as a result of any such Disrupted Day). Counterparty shall promptly notify [*] of the end of any such restricted period which, for purposes of the definition of “Target Daily Shares” above, shall be deemed to continue until the opening of the next regular trading session on the Exchange for the Shares after such notification;; and (f) Counterparty: (i) Counterparty will not, during the Initial Hedging Period, make or permit the Issuer to make, or, to the extent within its control, otherwise permit to be made, any Public Announcement public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction (as defined in the definition of “Initial Hedging Period” above) unless such Public Announcement public announcement is made prior to the opening open or after the close of the regular trading session on the Exchange for the Shares; (ii) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange for the Shares) notify [*] following any such Public Announcement that such Public Announcement has been made (such notice, a “Notification of Public Announcement”); (iii) shall promptly notify [*] of the earlier to occur of the completion of the relevant Merger Transaction and the completion of the vote by target shareholders (such notice, a “Notification of Completion of Merger Transaction Restricted Period”); and (iv) acknowledges that a Public Announcement may cause the terms of the Transaction to be adjusted; accordingly, Counterparty acknowledges that in making any Public Announcement, it must comply with the standards set forth in the provisions of Paragraph 7(B)(d) above. In addition, Counterparty agrees that all notices delivered pursuant to this sub-paragraph (f) shall be delivered by email to the address set out in the “Offices and Notices” provision below. Counterparty undertakes promptly to inform [*] if any such representation is or becomes untrue or incorrect. Counterparty acknowledges that [*] is entering into this Transaction and the Related Transaction in express reliance upon the above representations and undertakings.

Counterparty Representations, Warranties and Covenants. Counterparty represents, warrants and covenants to [*] on the Trade Date that: (a) Counterparty is entering into this Confirmation, the Transaction hereunder, the Related Agreement and the Related Transaction in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) or any other antifraud or anti-manipulation provisions of the federal or applicable state securities laws and that it has not entered into or altered and will not not, during the Initial Hedging Period, enter into or alter any “corresponding or hedging transaction or position” (within the meaning of Rule 10b5-1) with respect to the Shares or the Underlying Shares. Counterparty acknowledges that it is the intent of the parties that the Transaction entered into under this Confirmation comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 and the Transaction shall be interpreted to comply with the requirements of Rule 10b5-1(c); (b) During the Initial Hedging Period, the Hedging Party may effect transactions in Shares in connection with the Transaction. Without prejudice to Section 7(D) hereof, the The timing of such transactions by the Hedging Party, the price paid or received per Share pursuant to such transactions and the manner in which such transactions are made, including, without limitation, whether such transactions are made on any securities exchange or privately, shall be within the sole judgment of the Hedging Party. Counterparty acknowledges and agrees that, without prejudice to Section 7(D) hereof, that all such transactions shall be made in the Hedging Party’s sole judgment and for the Hedging Party’s own account; (c) Counterparty does not have, and shall not attempt to exercise, any control or influence over how, when or whether [*] (or its agent or Affiliate) makes any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) in connection with the Transaction, including, without limitation, over how, when or whether [*] (or its agent or Affiliate) enters into any hedging transactions. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Confirmation under Rule 10b5-1; (d) Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty is aware of any material non-public information regarding the Issuer or the Shares; (e) Counterparty shall not take, and shall not permit the Issuer to take, any action that would cause a “restricted period” (as defined in Regulation M under the Exchange Act (“Regulation M”)) to be applicable to any purchases of Shares, or of any security for which Shares are a “reference security” (as defined in Regulation M), by any “affiliated purchasers” (as defined in Regulation M) of the Issuer during the Initial Hedging Period, Period unless Counterparty has provided written notice to [*] of such restricted period not later than the Scheduled Trading Day immediately preceding the first day of such restricted period. Counterparty acknowledges that any such notice may cause a Disrupted Day to occur and, accordingly, Counterparty acknowledges that its delivery of such notice must comply with the standards set forth in Section 7(B)(f) below as if references to the Public Announcement were to such notice (it being understood that the eight-Scheduled-Trading-Day Period set forth opposite “Valuation Disruption” shall not apply as a result of any such Disrupted Day). Counterparty shall promptly notify [*] of the end of any such restricted period which, for purposes of the definition of “Target Daily Shares” above, shall be deemed to continue until the opening of the next regular trading session on the Exchange for the Shares after such notification; and (f) Counterparty: (i) will not, during the Initial Hedging Period, make or permit the Issuer to make, or, to the extent within its control, otherwise permit to be made, any Public Announcement unless such Public Announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares; (ii) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange for the Shares) notify [*] following any such Public Announcement that such Public Announcement has been made (such notice, a “Notification of Public Announcement”); (iii) shall promptly notify [*] of the earlier to occur of the completion of the relevant Merger Transaction and the completion of the vote by target shareholders (such notice, a “Notification of Completion of Merger Transaction Restricted Period”); and (iv) acknowledges that a Public Announcement may cause the terms of the Transaction to be adjusted; accordingly, Counterparty acknowledges that in making any Public Announcement, it must comply with the standards set forth in the provisions of Paragraph 7(B)(d) above. In addition, Counterparty agrees that all notices delivered pursuant to this sub-paragraph (f) shall be delivered by email to the address set out in the “Offices and Notices” provision below. Counterparty undertakes promptly to inform [*] if any such representation is or becomes untrue or incorrect. Counterparty acknowledges that [*] is entering into this Transaction and the Related Transaction in express reliance upon the above representations and undertakings.

Counterparty Representations, Warranties and Covenants. Counterparty represents, warrants and covenants to [*] on the Trade Date that: (a) Counterparty is entering into this Confirmation, Confirmation and the Transaction hereunder, hereunder and entered into the Related Agreement and the Related Transaction in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) or any other antifraud or anti-manipulation provisions of the federal or applicable state securities laws and that it has not entered into or altered and will not not, during the Initial Hedging Period, enter into or alter any “corresponding or hedging transaction or position” (within the meaning of Rule 10b5-1) with respect to the Shares or the Underlying Shares. Counterparty acknowledges that it is the intent of the parties that the Transaction entered into under this Confirmation comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 and the Transaction shall be interpreted to comply with the requirements of Rule 10b5-1(c); (b) During the Initial Hedging Period, the Hedging Party may effect transactions in Shares in connection with the Transaction. Without prejudice to Section 7(D) hereof, the The timing of such transactions by the Hedging Party, the price paid or received per Share pursuant to such transactions and the manner in which such transactions are made, including, without limitation, whether such transactions are made on any securities exchange or privately, shall be within the sole judgment of the Hedging Party. Counterparty acknowledges and agrees that, without prejudice to Section 7(D) hereof, that all such transactions shall be made in the Hedging Party’s sole judgment and for the Hedging Party’s own account; (c) Counterparty does not have, and shall not attempt to exercise, any control or influence over how, when or whether [*] (or its agent or Affiliate) makes any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) in connection with the Transaction, including, without limitation, over how, when or whether [*] (or its agent or Affiliate) enters into any hedging transactions. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Confirmation under Rule 10b5-1; (d) Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty is aware of any material non-public information regarding the Issuer or the Shares; (e) Counterparty shall not take, and shall not permit the Issuer to take, any action that would cause a “restricted period” (as defined in Regulation M under the Exchange Act (“Regulation M”)) to be applicable to any purchases of Shares, or of any security for which Shares are a “reference security” (as defined in Regulation M), by any “affiliated purchasers” (as defined in Regulation M) of the Issuer during the Initial Hedging Period, unless Counterparty has provided written notice to [*] of such restricted period not later than the Scheduled Trading Day immediately preceding the first day of such restricted period. Counterparty acknowledges that any such notice may cause a Disrupted Day to occur and, accordingly, Counterparty acknowledges that its delivery of such notice must comply with the standards set forth in Section 7(B)(f) below as if references to the Public Announcement were to such notice (it being understood that the eight-Scheduled-Trading-Day Period set forth opposite “Valuation Disruption” shall not apply as a result of any such Disrupted Day). Counterparty shall promptly notify [*] of the end of any such restricted period which, for purposes of the definition of “Target Daily Shares” above, shall be deemed to continue until the opening of the next regular trading session on the Exchange for the Shares after such notification; and (f) Counterparty: (i) will not, during the Initial Hedging Period, make or permit the Issuer to make, or, to the extent within its control, otherwise permit to be made, any Public Announcement unless such Public Announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares; (ii) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange for the Shares) notify [*] following any such Public Announcement that such Public Announcement has been made (such notice, a “Notification of Public Announcement”); (iii) shall promptly notify [*] of the earlier to occur of the completion of the relevant Merger Transaction and the completion of the vote by target shareholders (such notice, a “Notification of Completion of Merger Transaction Restricted Period”); and (iv) acknowledges that a Public Announcement may cause the terms of the Transaction to be adjusted; accordingly, Counterparty acknowledges that in making any Public Announcement, it must comply with the standards set forth in the provisions of Paragraph 7(B)(d) above. In addition, Counterparty agrees that all notices delivered pursuant to this sub-paragraph (f) shall be delivered by email to the address set out in the “Offices and Notices” provision below. Counterparty undertakes promptly to inform [*] if any such representation is or becomes untrue or incorrect. Counterparty acknowledges that [*] is entering into this Transaction and the Related Transaction in express reliance upon the above representations and undertakings.

Counterparty Representations, Warranties and Covenants. Counterparty represents, warrants and covenants to [*] on the Trade Date that: (a) Counterparty is entering into this Confirmation, Confirmation and the Transaction hereunder, hereunder and entered into the Related Agreement and the Related Transaction in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) or any other antifraud or anti-manipulation provisions of the federal or applicable state securities laws and that it has not entered into or altered and will not enter into or alter any “corresponding or hedging transaction or position” (within the meaning of Rule 10b5-1) with respect to the Shares or the Underlying Shares. Counterparty acknowledges that it is the intent of the parties that the Transaction entered into under this Confirmation comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 and the Transaction shall be interpreted to comply with the requirements of Rule 10b5-1(c); (b) During the Initial Hedging Period, the Hedging Party may effect transactions in Shares in connection with the Transaction. Without prejudice to Section 7(D) hereof, the timing of such transactions by the Hedging Party, the price paid or received per Share pursuant to such transactions and the manner in which such transactions are made, including, without limitation, whether such transactions are made on any securities exchange or privately, shall be within the sole judgment of the Hedging Party. Counterparty acknowledges and agrees that, without prejudice to Section 7(D) hereof, all such transactions shall be made in the Hedging Party’s sole judgment and for the Hedging Party’s own account; (c) Counterparty does not have, and shall not attempt to exercise, any control or influence over how, when or whether [*] (or its agent or Affiliate) makes any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) in connection with the Transaction, including, without limitation, over how, when or whether [*] (or its agent or Affiliate) enters into any hedging transactions. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Confirmation under Rule 10b5-1; (d) Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty is aware of any material non-public information regarding the Issuer or the Shares; (e) Counterparty shall not take, and shall not permit the Issuer to take, any action that would cause a “restricted period” (as defined in Regulation M under the Exchange Act (“Regulation M”)) to be applicable to any purchases of Shares, or of any security for which Shares are a “reference security” (as defined in Regulation M), by any “affiliated purchasers” (as defined in Regulation M) of the Issuer during the Initial Hedging Period, unless Counterparty has provided written notice to [*] of such restricted period not later than the Scheduled Trading Day immediately preceding the first day of such restricted period. Counterparty acknowledges that any such notice may cause a Disrupted Day to occur and, accordingly, Counterparty acknowledges that its delivery of such notice must comply with the standards set forth in Section 7(B)(f) below as if references to the Public Announcement were to such notice (it being understood that the eight-Scheduled-Trading-Day Period set forth opposite “Valuation Disruption” shall not apply as a result of any such Disrupted Day). Counterparty shall promptly notify [*] of the end of any such restricted period which, for purposes of the definition of “Target Daily Shares” above, shall be deemed to continue until the opening of the next regular trading session on the Exchange for the Shares after such notification; and (f) Counterparty: (i) will not, during the Initial Hedging Period, make or permit the Issuer to make, or, to the extent within its control, otherwise permit to be made, any Public Announcement unless such Public Announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares; (ii) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange for the Shares) notify [*] following any such Public Announcement that such Public Announcement has been made (such notice, a “Notification of Public Announcement”); (iii) shall promptly notify [*] of the earlier to occur of the completion of the relevant Merger Transaction and the completion of the vote by target shareholders (such notice, a “Notification of Completion of Merger Transaction Restricted Period”); and (iv) acknowledges that a Public Announcement may cause the terms of the Transaction to be adjusted; accordingly, Counterparty acknowledges that in making any Public Announcement, it must comply with the standards set forth in the provisions of Paragraph 7(B)(d) above. In addition, Counterparty agrees that all notices delivered pursuant to this sub-paragraph (f) shall be delivered by email to the address set out in the “Offices and Notices” provision below. Counterparty undertakes promptly to inform [*] if any such representation is or becomes untrue or incorrect. Counterparty acknowledges that [*] is entering into this Transaction and the Related Transaction in express reliance upon the above representations and undertakings.forth

Counterparty Representations, Warranties and Covenants. Counterparty represents, warrants and covenants to [*] on the Trade Date that: (a) Counterparty is entering into this Confirmation, the Transaction hereunder, the Related Agreement and the Related Transaction in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) or any other antifraud or anti-manipulation provisions of the federal or applicable state securities laws and that it has not entered into or altered and will not not, during the Initial Hedging Period, enter into or alter any “corresponding or hedging transaction or position” (within the meaning of Rule 10b5-1) with respect to the Shares or the Underlying Shares. Counterparty acknowledges that it is the intent of the parties that the Transaction entered into under this Confirmation comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 and the Transaction shall be interpreted to comply with the requirements of Rule 10b5-1(c); (b) During the Initial Hedging Period, the Hedging Party may effect transactions in Shares in connection with the Transaction. Without prejudice to Section 7(D) hereof, the The timing of such transactions by the Hedging Party, the price paid or received per Share pursuant to such transactions and the manner in which such transactions are made, including, without limitation, whether such transactions are made on any securities exchange or privately, shall be within the sole judgment of the Hedging Party. Counterparty acknowledges and agrees that, without prejudice to Section 7(D) hereof, that all such transactions shall be made in the Hedging Party’s sole judgment and for the Hedging Party’s own account; (c) Counterparty does not have, and shall not attempt to exercise, any control or influence over how, when or whether [*] (or its agent or Affiliate) makes any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) in connection with the Transaction, including, without limitation, over how, when or whether [*] (or its agent or Affiliate) enters into any hedging transactions. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Confirmation under Rule 10b5-1; (d) Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty is aware of any material non-public information regarding the Issuer or the Shares; (e) Counterparty shall not take, and shall not permit the Issuer to take, any action that would cause a “restricted period” (as defined in Regulation M under the Exchange Act (“Regulation M”)) to be applicable to any purchases of Shares, or of any security for which Shares are a “reference security” (as defined in Regulation M), by any “affiliated purchasers” (as defined in Regulation M) of the Issuer during the Initial Hedging Period, unless Counterparty has provided written notice to [*] of such restricted period not later than the Scheduled Trading Day immediately preceding the first day of such restricted period. Counterparty acknowledges that any such notice may cause a Disrupted Day to occur and, accordingly, Counterparty acknowledges that its delivery of such notice must comply with the standards set forth in Section 7(B)(f) below as if references to the Public Announcement were to such notice (it being understood that the eight-Scheduled-Trading-Day Period set forth opposite “Valuation Disruption” shall not apply as a result of any such Disrupted Day). Counterparty shall promptly notify [*] of the end of any such restricted period which, for purposes of the definition of “Target Daily Shares” above, shall be deemed to continue until the opening of the next regular trading session on the Exchange for the Shares after such notification; and (f) Counterparty: (i) will not, during the Initial Hedging Period, make or permit the Issuer to make, or, to the extent within its control, otherwise permit to be made, any Public Announcement unless such Public Announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares; (ii) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange for the Shares) notify [*] following any such Public Announcement that such Public Announcement has been made (such notice, a “Notification of Public Announcement”); (iii) shall promptly notify [*] of the earlier to occur of the completion of the relevant Merger Transaction and the completion of the vote by target shareholders (such notice, a “Notification of Completion of Merger Transaction Restricted Period”); and (iv) acknowledges that a Public Announcement may cause the terms of the Transaction to be adjusted; accordingly, Counterparty acknowledges that in making any Public Announcement, it must comply with the standards set forth in the provisions of Paragraph 7(B)(d) above. In addition, Counterparty agrees that all notices delivered pursuant to this sub-paragraph (f) shall be delivered by email to the address set out in the “Offices and Notices” provision below. Counterparty undertakes promptly to inform [*] if any such representation is or becomes untrue or incorrect. Counterparty acknowledges that [*] is entering into this Transaction and the Related Transaction in express reliance upon the above representations and undertakings.

Counterparty Representations, Warranties and Covenants. Counterparty represents, warrants and covenants to [*] on the Trade Date that: (a) Counterparty is entering into this Confirmation, the Transaction hereunder, the Related Agreement and the Related Transaction in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) or any other antifraud or anti-manipulation provisions of the federal or applicable state securities laws and that it has not entered into or altered and will not enter into or alter any “corresponding or hedging transaction or position” (within the meaning of Rule 10b5-1) with respect to the Shares or the Underlying Shares. Counterparty acknowledges that it is the intent of the parties that the Transaction entered into under this Confirmation comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 and the Transaction shall be interpreted to comply with the requirements of Rule 10b5-1(c); (b) During the Initial Hedging Period, the Hedging Party may effect transactions in Shares in connection with the Transaction. Without prejudice to Section 7(D) hereof, the timing of such transactions by the Hedging Party, the price paid or received per Share pursuant to such transactions and the manner in which such transactions are made, including, without limitation, whether such transactions are made on any securities exchange or privately, shall be within the sole judgment of the Hedging Party. Counterparty acknowledges and agrees that, without prejudice to Section 7(D) hereof, all such transactions shall be made in the Hedging Party’s sole judgment and for the Hedging Party’s own account; (c) Counterparty does not have, and shall not attempt to exercise, any control or influence over how, when or whether [*] (or its agent or Affiliate) makes any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) in connection with the Transaction, including, without limitation, over how, when or whether [*] (or its agent or Affiliate) enters into any hedging transactions. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Confirmation under Rule 10b5-1; (d) Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty is aware of any material non-public information regarding the Issuer or the Shares; (e) Other than, for the avoidance of doubt, the Restricted Period, Counterparty shall not take, and shall not permit the Issuer to take, any action that would cause a “restricted period” (as defined in Regulation M under the Exchange Act (“Regulation M”)) to be applicable to any purchases of Shares, or of any security for which Shares are a “reference security” (as defined in Regulation M), by any “affiliated purchasers” (as defined in Regulation M) of the Issuer during the Initial Hedging Period, unless Counterparty has provided written notice to [*] of such restricted period not later than the Scheduled Trading Day immediately preceding the first day of such restricted periodperiod (such notice, a “Notification of Restricted Period”). Counterparty acknowledges that any such notice may cause a Disrupted Day to occur and, accordingly, Counterparty acknowledges that its delivery of such notice must comply with the standards set forth in Section 7(B)(f) below as if references to the Public Announcement were to such notice (it being understood that the eight-Scheduled-Trading-Day Period set forth opposite “Valuation Disruption” shall not apply as a result of any such Disrupted Day). Counterparty shall promptly notify [*] of the end of any such restricted period (including the end of the Restricted Period) which, for purposes of the definition of “Target Daily Shares” above, shall be deemed to continue until the opening of the next regular trading session on the Exchange for the Shares after such notification; and (f) Counterparty: (i) will not, during the Initial Hedging Period, make or permit the Issuer to make, or, to the extent within its control, otherwise permit to be made, any Public Announcement unless such Public Announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares; (ii) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange for the Shares) notify [*] following any such Public Announcement that such Public Announcement has been made (such notice, a “Notification of Public Announcement”); (iii) shall promptly notify [*] of the earlier to occur of the completion of the relevant Merger Transaction and the completion of the vote by target shareholders (such notice, a “Notification of Completion of Merger Transaction Restricted Period”); and (iv) acknowledges that a Public Announcement may cause the terms of the Transaction to be adjusted; accordingly, Counterparty acknowledges that in making any Public Announcement, it must comply with the standards set forth in the provisions of Paragraph 7(B)(d) above. In addition, Counterparty agrees that all notices delivered pursuant to this sub-paragraph (f) shall be delivered by email to the address set out in the “Offices and Notices” provision below. Counterparty undertakes promptly to inform [*] if any such representation is or becomes untrue or incorrect. Counterparty acknowledges that [*] is entering into this Transaction and the Related Transaction in express reliance upon the above representations and undertakings.

Counterparty Representations, Warranties and Covenants. Counterparty represents, warrants and covenants to [*] on the Trade Date that: (a) Counterparty is entering into this Confirmation, the Transaction hereunder, the Related Agreement and the Related Transaction in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) or any other antifraud or anti-manipulation provisions of the federal or applicable state securities laws and that it has not entered into or altered and will not not, during the Initial Hedging Period, enter into or alter any “corresponding or hedging transaction or position” (within the meaning of Rule 10b5-1) with respect to the Shares or the Underlying Shares. Counterparty acknowledges that it is the intent of the parties that the Transaction entered into under this Confirmation comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 and the Transaction shall be interpreted to comply with the requirements of Rule 10b5-1(c); (b) During the Initial Hedging Period, the Hedging Party may effect transactions in Shares in connection with the Transaction. Without prejudice to Section 7(D) hereof, the The timing of such transactions by the Hedging Party, the price paid or received per Share pursuant to such transactions and the manner in which such transactions are made, including, without limitation, whether such transactions are made on any securities exchange or privately, shall be within the sole judgment of the Hedging Party. Counterparty acknowledges and agrees that, without prejudice to Section 7(D) hereof, that all such transactions shall be made in the Hedging Party’s sole judgment and for the Hedging Party’s own account; (c) Counterparty does not have, and shall not attempt to exercise, any control or influence over how, when or whether [*] (or its agent or Affiliate) makes any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) in connection with the Transaction, including, without limitation, over how, when or whether [*] (or its agent or Affiliate) enters into any hedging transactions. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Confirmation under Rule 10b5-1; (d) Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty is aware of any material non-public information regarding the Issuer or the Shares; (e) Other than, for the avoidance of doubt, the Restricted Period, Counterparty shall not take, and shall not permit the Issuer to take, any action that would cause a “restricted period” (as defined in Regulation M under the Exchange Act (“Regulation M”)) to be applicable to any purchases of Shares, or of any security for which Shares are a “reference security” (as defined in Regulation M), by any “affiliated purchasers” (as defined in Regulation M) of the Issuer during the Initial Hedging Period, Period unless Counterparty has provided written notice to [*] of such restricted period not later than the Scheduled Trading Day immediately preceding the first day of such restricted periodperiod (such notice, a “Notification of Restricted Period”). Counterparty acknowledges that any such notice may cause a Disrupted Day to occur and, accordingly, Counterparty acknowledges that its delivery of such notice must comply with the standards set forth in Section 7(B)(f) below as if references to the Public Announcement were to such notice (it being understood that the eight-Scheduled-Trading-Day Period set forth opposite “Valuation Disruption” shall not apply as a result of any such Disrupted Day). Counterparty shall promptly notify [*] of the end of any such restricted period (including the end of the Restricted Period) which, for purposes of the definition of “Target Daily Shares” above, shall be deemed to continue until the opening of the next regular trading session on the Exchange for the Shares after such notification; and (f) Counterparty: (i) will not, during the Initial Hedging Period, make or permit the Issuer to make, or, to the extent within its control, otherwise permit to be made, any Public Announcement unless such Public Announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares; (ii) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange for the Shares) notify [*] following any such Public Announcement that such Public Announcement has been made (such notice, a “Notification of Public Announcement”); ; (iii) shall promptly notify [*] of the earlier to occur of the completion of the relevant Merger Transaction and the completion of the vote by target shareholders (such notice, a “Notification of Completion of Merger Transaction Restricted Period”); and (iv) acknowledges that a Public Announcement may cause the terms of the Transaction to be adjusted; accordingly, Counterparty acknowledges that in making any Public Announcement, it must comply with the standards set forth in the provisions of Paragraph 7(B)(d) above. In addition, Counterparty agrees that all notices delivered pursuant to this sub-paragraph (f) shall be delivered by email to the address set out in the “Offices and Notices” provision below. Counterparty undertakes promptly to inform [*] if any such representation is or becomes untrue or incorrect. Counterparty acknowledges that [*] is entering into this Transaction and the Related Transaction in express reliance upon the above representations and undertakings.

Counterparty Representations, Warranties and Covenants. Counterparty represents, warrants and covenants to [*] on the Trade Date that: (a) Counterparty is entering into this Confirmation, the Transaction hereunder, the Related Agreement and the Related Transaction in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) or any other antifraud or anti-manipulation provisions of the federal or applicable state securities laws and that it has not entered into or altered and will not enter into or alter any “corresponding or hedging transaction or position” (within the meaning of Rule 10b5-1) with respect to the Shares or the Underlying Shares. Counterparty acknowledges that it is the intent of the parties that the Transaction entered into under this Confirmation comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 and the Transaction shall be interpreted to comply with the requirements of Rule 10b5-1(c); (b) During the Initial Hedging Period, the Hedging Party may effect transactions in Shares in connection with the Transaction. Without prejudice to Section 7(D) hereof, the timing of such transactions by the Hedging Party, the price paid or received per Share pursuant to such transactions and the manner in which such transactions are made, including, without limitation, whether such transactions are made on any securities exchange or privately, shall be within the sole judgment of the Hedging Party. Counterparty acknowledges and agrees that, without prejudice to Section 7(D) hereof, all such transactions shall be made in the Hedging Party’s sole judgment and for the Hedging Party’s own account; (c) Counterparty does not have, and shall not attempt to exercise, any control or influence over how, when or whether [*] (or its agent or Affiliate) makes any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) in connection with the Transaction, including, without limitation, over how, when or whether [*] (or its agent or Affiliate) enters into any hedging transactions. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Confirmation under Rule 10b5-1; (d) Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty is aware of any material non-public information regarding the Issuer or the Shares; (e) Counterparty shall not take, and shall not permit the Issuer to take, any action that would cause a “restricted period” period (as defined in Regulation M under the Exchange Act (“Regulation M”)) to be applicable to any purchases of Shares, or of any security for which Shares are a “reference security” (as defined in Regulation M), by any “affiliated purchasers” (as defined in Regulation M) of the Issuer during the Initial Hedging Period, unless Counterparty has provided written notice to [*] of such restricted period not later than the Scheduled Trading Day immediately preceding the first day of such restricted period. Counterparty acknowledges that any such notice may cause a Disrupted Day to occur and, accordingly, Counterparty acknowledges that its delivery of such notice must comply with the standards set forth in Section 7(B)(f) below as if references to the Public Announcement were to such notice (it being understood that the eight-Scheduled-Trading-Day Period set forth opposite “Valuation Disruption” shall not apply as a result of any such Disrupted Day). Counterparty shall promptly notify [*] of the end of any such restricted period which, for purposes of the definition of “Target Daily Shares” above, shall be deemed to continue until the opening of the next regular trading session on the Exchange for the Shares after such notification; and (f) Counterparty: (i) Counterparty will not, during the Initial Hedging Period, make or permit the Issuer to make, or, to the extent within its control, otherwise permit to be made, any Public Announcement public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction (as defined in the definition of “Initial Hedging Period” above) unless such Public Announcement public announcement is made prior to the opening open or after the close of the regular trading session on the Exchange for the Shares; (ii) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange for the Shares) notify [*] following any such Public Announcement that such Public Announcement has been made (such notice, a “Notification of Public Announcement”); (iii) shall promptly notify [*] of the earlier to occur of the completion of the relevant Merger Transaction and the completion of the vote by target shareholders (such notice, a “Notification of Completion of Merger Transaction Restricted Period”); and (iv) acknowledges that a Public Announcement may cause the terms of the Transaction to be adjusted; accordingly, Counterparty acknowledges that in making any Public Announcement, it must comply with the standards set forth in the provisions of Paragraph 7(B)(d) above. In addition, Counterparty agrees that all notices delivered pursuant to this sub-paragraph (f) shall be delivered by email to the address set out in the “Offices and Notices” provision below. Counterparty undertakes promptly to inform [*] if any such representation is or becomes untrue or incorrect. Counterparty acknowledges that [*] is entering into this Transaction and the Related Transaction in express reliance upon the above representations and undertakings.