Common use of Determinations; Adjustments Clause in Contracts

Determinations; Adjustments. All calculations, adjustments and determinations made by Dealer hereunder, whether as Calculation Agent, as Determining Party or following the occurrence of an Early Termination Date, shall be made in good faith and in a commercially reasonable manner. Following any determination, adjustment or calculation by Dealer hereunder (including, without limitation, in its capacity as Calculation Agent), Dealer shall deliver to Counterparty, within five Exchange Business Days after a written request by Counterparty, a report in a commonly used file format for the storage and manipulation of financial data (including the methodology, interest rates, quotations and market data (including volatility) but without disclosing any proprietary or confidential models or other proprietary or confidential information) displaying in reasonable detail the basis for such determination, adjustment or calculation, as the case may be. For the avoidance of doubt, whenever the Calculation Agent or Determining Party (as the case may be) is called upon to make an adjustment pursuant to the terms of this Confirmation or the Equity Definitions to take into account the effect of an event, the Calculation Agent or Determining Party (as the case may be) shall make such adjustment by reference to the effect of such event on the Hedging Party, assuming that the Hedging Party maintains a commercially reasonable hedge position. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to Dealer. Very truly yours, [Dealer] By: Authorized Signatory Name: Accepted and confirmed as of the Trade Date: Citrix Systems, Inc. By: Authorized Signatory Name: Schedule of material terms omitted from this Form of Call Option Transaction Confirmation for each of JPMorgan Chase Bank, National Association, London Branch; Xxxxxxx, Xxxxx & Co.; Bank of America, N.A.; and Royal Bank of Canada: Name of Counterparty Date of Agreement Section 2 General Terms – Applicable Percentage Section 2 General Terms – Premium (USD) JPMorgan Chase Bank, National Association, London Branch April 24, 2014 35 % 56,087,500 Xxxxxxx, Xxxxx & Co. April 24, 2014 25 % 40,062,500 Bank of America, N.A. April 24, 2014 20 % 32,050,000

Appears in 1 contract

Samples: Citrix Systems Inc

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Determinations; Adjustments. All calculations, adjustments and determinations made by Dealer hereunder, whether as Calculation Agent, as Determining Party or following the occurrence of an Early Termination Date, shall be made in good faith and in a commercially reasonable manner. Following any determination, adjustment or calculation by Dealer hereunder (including, without limitation, in its capacity as Calculation Agent), Dealer shall deliver to CounterpartyCompany, within five Exchange Business Days after a written request by CounterpartyCompany, a report in a commonly used file format for the storage and manipulation of financial data (including the methodology, interest rates, quotations and market data (including volatility) but without disclosing any proprietary or confidential models or other proprietary or confidential information) displaying in reasonable detail the basis for such determination, adjustment or calculation, as the case may be. For the avoidance of doubt, whenever the Calculation Agent or Determining Party (as the case may be) is called upon to make an adjustment pursuant to the terms of this Confirmation or the Equity Definitions to take into account the effect of an event, the Calculation Agent or Determining Party (as the case may be) shall make such adjustment by reference to the effect of such event on the Hedging Party, assuming that the Hedging Party maintains a commercially reasonable hedge position. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to Dealer. Very truly yours, [Dealer] By: Authorized Signatory Name: Accepted and confirmed as of the Trade Date: Citrix Systems, Inc. By: Authorized Signatory Name: Schedule of material terms omitted from this Form of Call Option Transaction Warrants Confirmation for each of JPMorgan Chase Bank, National Association, London Branch; Xxxxxxx, Xxxxx & Co.; Bank of America, N.A.; and Royal Bank of Canada: Name of Counterparty Date of Agreement Section 2 General Terms – Applicable Percentage Number of Warrants Section 2 General Terms – Premium (USD) JPMorgan Chase Bank, National Association, London Branch April 24, 2014 35 % 56,087,500 4,861,106 30,975,000 Xxxxxxx, Xxxxx & Co. April 24, 2014 25 % 40,062,500 3,472,219 22,125,000 Bank of America, N.A. April 24, 2014 20 % 32,050,0002,777,775 17,700,000

Appears in 1 contract

Samples: Letter Agreement (Citrix Systems Inc)

Determinations; Adjustments. All calculations, adjustments and determinations made by Dealer hereunder, whether as Calculation Agent, as Determining Party or following the occurrence of an Early Termination Date, shall be made in good faith and in a commercially reasonable manner. Following any determination, adjustment or calculation by Dealer hereunder (including, without limitation, in its capacity as Calculation Agent), Dealer shall deliver to CounterpartyCompany, within five Exchange Business Days after a written request by CounterpartyCompany, a report in a commonly used file format for the storage and manipulation of financial data (including the methodology, interest rates, quotations and market data (including volatility) but without disclosing any proprietary or confidential models or other proprietary or confidential information) displaying in reasonable detail the basis for such determination, adjustment or calculation, as the case may be. For the avoidance of doubt, whenever the Calculation Agent or Determining Party (as the case may be) is called upon to make an adjustment pursuant to the terms of this Confirmation or the Equity Definitions to take into account the effect of an event, the Calculation Agent or Determining Party (as the case may be) shall make such adjustment by reference to the effect of such event on the Hedging Party, assuming that the Hedging Party maintains a commercially reasonable hedge position. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to Dealer. Very truly yours, [Dealer] By: Authorized Signatory Name: Accepted and confirmed as confirmedas of the Trade Date: Citrix Systems, Inc. By: Authorized Signatory Name: Schedule of material terms omitted from this Form of Call Option Transaction Additional Warrants Confirmation for each of JPMorgan Chase Bank, National Association, London Branch; Xxxxxxx, Xxxxx & Co.; Bank of America, N.A.; and Royal Bank of Canada: Name of Counterparty Date of Agreement Section 2 General 2General Terms – Applicable Percentage -Number of Warrants Section 2 General 2General Terms – Premium -Premium (USD) JPMorgan Chase Bank, National Association, London Branch April 24May 1, 2014 35 % 56,087,500 729,166 4,646,250 Xxxxxxx, Xxxxx & Co. April 24May 1, 2014 25 % 40,062,500 520,833 3,318,750 Bank of America, N.A. April 24May 1, 2014 20 % 32,050,000416,666 2,655,000 Royal Bank of Canada May 1, 2014 416,666 2,655,000

Appears in 1 contract

Samples: Letter Agreement (Citrix Systems Inc)

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Determinations; Adjustments. All calculations, adjustments and determinations made by Dealer hereunder, whether as Calculation Agent, as Determining Party or following the occurrence of an Early Termination Date, shall be made in good faith and in a commercially reasonable manner. Following any determination, adjustment or calculation by Dealer hereunder (including, without limitation, in its capacity as Calculation Agent), Dealer shall deliver to Counterparty, within five Exchange Business Days after a written request by Counterparty, a report in a commonly used file format for the storage and manipulation of financial data (including the methodology, interest rates, quotations and market data (including volatility) but without disclosing any proprietary or confidential models or other proprietary or confidential information) displaying in reasonable detail the basis for such determination, adjustment or calculation, as the case may be. For the avoidance of doubt, whenever the Calculation Agent or Determining Party (as the case may be) is called upon to make an adjustment pursuant to the terms of this Confirmation or the Equity Definitions to take into account the effect of an event, the Calculation Agent or Determining Party (as the case may be) shall make such adjustment by reference to the effect of such event on the Hedging Party, assuming that the Hedging Party maintains a commercially reasonable hedge position. Exhibit 10.1 Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to Dealer. Very truly yours, [Dealer] By: Authorized Signatory Name: Accepted and confirmed as of the Trade Date: Citrix Systems, Inc. By: Authorized Signatory Name: Schedule of material terms omitted from this Form of Additional Call Option Transaction Confirmation for each of JPMorgan Chase Bank, National Association, London Branch; Xxxxxxx, Xxxxx & Co.; Bank of America, N.A.; and Royal Bank of Canada: Name of Counterparty Date of Agreement Section 2 General 2General Terms – Applicable Percentage - ApplicablePercentage Section 2 General 2General Terms – Premium -Premium (USD) JPMorgan Chase Bank, National Association, London Branch April 24May 1, 2014 35 35% 56,087,500 8,413,125 Xxxxxxx, Xxxxx & Co. April 24May 1, 2014 25 25% 40,062,500 6,009,375 Bank of America, N.A. April 24May 1, 2014 20 20% 32,050,0004,807,500 Royal Bank of Canada May 1, 2014 20% 4,807,500

Appears in 1 contract

Samples: Citrix Systems Inc

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