Common use of Disposition of Hedge Shares Clause in Contracts

Disposition of Hedge Shares. Seller shall conduct its hedging activities in connection with the Transaction in a manner that it believes, based on its reasonable judgment, will not require Counterparty to register under the Securities Act or any state securities laws the Shares (the “Hedge Shares”) acquired by Seller for the purpose of hedging its obligations pursuant to the Transaction. In addition, Counterparty hereby agrees that if, in the reasonable judgment of Seller based on advice of counsel, the Hedge Shares cannot be sold in the U.S. public market by Seller without registration under the Securities Act, Counterparty shall, at its election: (i) in order to allow Seller to sell the Hedge Shares in a registered offering, use commercially reasonable efforts to make available to Seller an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (a) enter into an agreement, in form and substance satisfactory to Seller and Counterparty, substantially in the form of an underwriting agreement for a registered offering, (b) provide accountant’s “comfort” letters in customary form for registered offerings of equity securities, (c) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to Seller, (d) provide other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities and (e) afford Seller a reasonable opportunity to conduct a “due diligence” investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities registered for resale; provided, however, that if Seller, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) of this Section shall apply; or (ii) in order to allow Seller to sell the Hedge Shares in a private placement, enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities by a publicly reporting company (if Counterparty is a publicly reporting company at such time) to institutional purchasers, in form and substance satisfactory to Seller and Counterparty, including reasonable and customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Seller, due diligence rights (for Seller or any designated buyer of the Hedge Shares from Seller), opinions and certificates and such other documentation as is customary for private placements agreements, all reasonably acceptable to Seller (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that it determines are necessary to reflect an appropriate discount from the public market price of the Shares due to the lack of liquidity thereof).

Disposition of Hedge Shares. Seller shall conduct its hedging activities Counterparty hereby agrees that if, in connection with the Transaction in a manner that it believesgood faith reasonable judgment of JPMorgan, based on its reasonable judgment, will not require Counterparty to register under the Securities Act or any state securities laws the Shares (the “Hedge Shares”) acquired by Seller JPMorgan for the purpose of hedging its obligations pursuant to the Transaction. In addition, Counterparty hereby agrees that if, in the reasonable judgment of Seller based on advice of counsel, the Hedge Shares this Transaction cannot be sold in the U.S. public market by Seller JPMorgan without registration under the Securities Act, Counterparty shall, at its election: , either (i) in order to allow Seller JPMorgan to sell the Hedge Shares in a registered offering, use commercially reasonable efforts to make available to Seller JPMorgan an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (a) enter into an agreement, in form and substance satisfactory to Seller and CounterpartyJPMorgan, substantially in the form of an underwriting agreement for a registered offering, (b) provide accountant’s “comfort” letters in offering and customary form for registered offerings of equity securities, (c) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to Seller, (d) provide other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities and (e) afford Seller a reasonable opportunity to conduct a “due diligence” investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities registered for resalesimilar offerings; provided, however, that if SellerJPMorgan, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this Section paragraph shall apply; or apply at the election of Counterparty, (ii) in order to allow Seller JPMorgan to sell the Hedge Shares in a private placement, use commercially reasonable efforts to enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities by a publicly reporting company (if Counterparty is a publicly reporting company at such time) to institutional purchaserssecurities, in form and substance satisfactory to Seller and Counterparty, including reasonable and customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Seller, due diligence rights (for Seller or any designated buyer of the Hedge Shares from Seller), opinions and certificates and such other documentation as is customary for private placements agreements, all reasonably acceptable to Seller JPMorgan (in which case, the Calculation Agent shall make any adjustments to the terms of the this Transaction that it determines are necessary necessary, in its reasonable judgment, to reflect an appropriate compensate JPMorgan for any discount from the public market price of the Shares due incurred on the sale of Hedge Shares in a private placement), or (iii) purchase the Hedge Shares from JPMorgan at the Reference Price on such Exchange Business Days, and in the amounts, requested by JPMorgan; provided that Counterparty shall not be required to the lack of liquidity thereofpurchase any Hedge Shares from JPMorgan unless it elects to do so, solely at its discretion, in accordance with this Section 9(n).

Disposition of Hedge Shares. Seller shall conduct its hedging activities Counterparty hereby agrees that if, in connection with the Transaction in a manner that it believesgood faith reasonable judgment of Citibank, based on its reasonable judgment, will not require Counterparty to register under the Securities Act or any state securities laws the Shares (the “Hedge Shares”) acquired by Seller Citibank for the purpose of hedging its obligations pursuant to the Transaction. In addition, Counterparty hereby agrees that if, in the reasonable judgment of Seller based on advice of counsel, the Hedge Shares this Transaction cannot be sold in the U.S. public market by Seller Citibank without registration under the Securities Act, Counterparty shall, at its election: , either (i) in order to allow Seller Citibank to sell the Hedge Shares in a registered offering, use commercially reasonable efforts to make available to Seller Citibank an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (a) enter into an agreement, in form and substance satisfactory to Seller and CounterpartyCitibank, substantially in the form of an underwriting agreement for a registered offering, (b) provide accountant’s “comfort” letters in offering and customary form for registered offerings of equity securities, (c) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to Seller, (d) provide other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities and (e) afford Seller a reasonable opportunity to conduct a “due diligence” investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities registered for resalesimilar offerings; provided, however, that if SellerCitibank, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this Section paragraph shall apply; or apply at the election of Counterparty, (ii) in order to allow Seller Citibank to sell the Hedge Shares in a private placement, use commercially reasonable efforts to enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities by a publicly reporting company (if Counterparty is a publicly reporting company at such time) to institutional purchaserssecurities, in form and substance satisfactory to Seller and Counterparty, including reasonable and customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Seller, due diligence rights (for Seller or any designated buyer of the Hedge Shares from Seller), opinions and certificates and such other documentation as is customary for private placements agreements, all reasonably acceptable to Seller Citibank (in which case, the Calculation Agent shall make any adjustments to the terms of the this Transaction that it determines are necessary necessary, in its reasonable judgment, to reflect an appropriate compensate Citibank for any discount from the public market price of the Shares due incurred on the sale of Hedge Shares in a private placement), or (iii) purchase the Hedge Shares from Citibank at the Reference Price on such Exchange Business Days, and in the amounts, requested by Citibank; provided that Counterparty shall not be required to the lack of liquidity thereofpurchase any Hedge Shares from Citibank unless it elects to do so, solely at its discretion, in accordance with this Section 9(n).

Disposition of Hedge Shares. Seller shall conduct its hedging activities in connection with the Transaction in a manner that it believes, based on its reasonable judgment, will not require Counterparty to register under the Securities Act or any state securities laws the Shares (the “Hedge Shares”) acquired by Seller for the purpose of hedging its obligations pursuant to the Transaction. In addition, Counterparty hereby agrees that if, in the reasonable judgment of Seller based on advice of counsel, the Shares acquired by Seller for the purpose of hedging its obligations pursuant to the Transaction (the “Hedge Shares Shares”) cannot be sold in the U.S. public market by Seller without registration under the Securities Act, Counterparty shall, at its election: (i) in order to allow Seller to sell the Hedge Shares in a registered offering, use commercially reasonable efforts to make available to Seller an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (a) enter into an agreement, in form and substance satisfactory mutually acceptable to Seller Buyer and CounterpartySeller, substantially in the form of an underwriting agreement for a registered offering, (b) provide accountant’s “comfort” letters in customary form for registered offerings of equity securities, (c) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to Seller, (d) provide other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities and (e) afford Seller a reasonable opportunity to conduct a “due diligence” investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities registered for resalesecurities; provided, however, that if Seller, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this Section shall applyapply at the election of Counterparty; or (ii) in order to allow Seller to sell the Hedge Shares in a private placement, enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities by a publicly reporting company (if Counterparty is a publicly reporting company at such time) to institutional purchaserssecurities, in form and substance satisfactory mutually acceptable to Seller Buyer and CounterpartySeller, including reasonable and customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Seller, due diligence rights (for Seller or any designated buyer of the Hedge Shares from Seller), opinions and certificates and such other documentation as is customary for private placements agreements, all reasonably acceptable to Seller (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that it determines are necessary to reflect an appropriate compensate Seller for any discount from the public market price of the Shares due to incurred on the lack sale of liquidity thereofHedge Shares in a private placement).; or (iii) purchase the Hedge Shares from Seller at the VWAP Price on such Exchange Business Days, and in the amounts, requested by Seller. “

Disposition of Hedge Shares. Seller shall conduct its hedging activities in connection with the Transaction in a manner that it believes, based on its reasonable judgment, will not require Counterparty to register under the Securities Act or any state securities laws the Shares (the “Hedge Shares”) acquired by Seller for the purpose of hedging its obligations pursuant to the Transaction. In addition, Counterparty hereby agrees that if, in the reasonable judgment of Seller based on advice of counsel, the Hedge Shares cannot be sold in the U.S. public market by Seller without registration under the Securities Act, Counterparty shall, at its election: (i) in order to allow Seller to sell the Hedge Shares in a registered offering, use commercially reasonable efforts to make available to Seller an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (a) enter into an agreement, in form and substance satisfactory to Seller and Counterparty, substantially in the form of an underwriting agreement for a registered offering, (b) provide accountant’s “comfort” letters in customary form for registered offerings of equity securities, (c) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to Seller, (d) provide other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities and (e) afford Seller a reasonable opportunity to conduct a “due diligence” investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities registered for resale; provided, however, that if Seller, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or (iii) of this Section shall applyapply at the election of Counterparty; or (ii) in order to allow Seller to sell the Hedge Shares in a private placement, enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities by a publicly reporting company (if Counterparty is a publicly reporting company at such time) to institutional purchasers, in form and substance satisfactory to Seller and Counterparty, including reasonable and customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Seller, due diligence rights (for Seller or any designated buyer of the Hedge Shares from Seller), opinions and certificates and such other documentation as is customary for private placements agreements, all reasonably acceptable to Seller (in which case, the Calculation Agent acting in a commercially reasonable manner shall make any adjustments to the terms of the Transaction that it determines are necessary to reflect an appropriate discount from the public market price of the Shares due to the lack of liquidity thereof); or (iii) purchase the Hedge Shares from Seller at the VWAP Price on such Exchange Business Days, and in the amounts, requested by Seller.

Disposition of Hedge Shares. Seller shall conduct its hedging activities in connection with the Transaction in a manner that it believes, based on its reasonable judgment, will not require Counterparty to register under the Securities Act or any state securities laws the Shares (the “Hedge Shares”) acquired by Seller for the purpose of hedging its obligations pursuant to the Transaction. In addition, Counterparty hereby agrees that if, in the reasonable judgment of Seller based on advice of counsel, the Shares acquired by Seller for the purpose of hedging its obligations pursuant to the Transaction (the “Hedge Shares Shares”) cannot be sold in the U.S. public market by Seller without registration under the Securities Act, Counterparty shall, at its election: (i) in order to allow Seller to sell the Hedge Shares in a registered offering, use commercially reasonable efforts to make available to Seller an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (a) enter into an agreement, in form and substance satisfactory to Seller and CounterpartySeller, substantially in the form of an underwriting agreement for a registered offering, (b) provide accountant’s “comfort” letters in customary form for registered offerings of equity securities, (c) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to Seller, (d) provide other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities and (e) afford Seller a reasonable opportunity to conduct a “due diligence” investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities registered for resalesecurities; provided, however, that if Seller, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this Section shall applyapply at the election of Counterparty; or (ii) in order to allow Seller to sell the Hedge Shares in a private placement, enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities by a publicly reporting company (if Counterparty is a publicly reporting company at such time) to institutional purchasers, in form and substance satisfactory to Seller and CounterpartySeller, including reasonable and customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Seller, due diligence rights (for Seller or any designated buyer of the Hedge Shares from Seller), opinions and certificates and such other documentation as is customary for private placements agreements, all reasonably acceptable to Seller (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that it determines are necessary to reflect an appropriate compensate Seller for any discount from the public market price of the Shares due (other than any discount in respect of commissions or fees payable to any third party) incurred on the lack sale of liquidity thereofHedge Shares in a private placement).; or (iii) purchase the Hedge Shares from Seller at the VWAP Price on such Exchange Business Days, and in such amounts, as requested by Seller. “

Disposition of Hedge Shares. Seller shall conduct its hedging activities in connection with the Transaction in a manner that it believes, based on its reasonable judgment, will not require Counterparty to register under the Securities Act or any state securities laws the Shares (the “Hedge Shares”) acquired by Seller for the purpose of hedging its obligations pursuant to the Transaction. In addition, Counterparty hereby agrees that if, in the reasonable judgment of Seller based on advice of counsel, the Shares acquired by Seller for the purpose of hedging its obligations pursuant to the Transaction (the “Hedge Shares Shares”) cannot be sold in the U.S. public market by Seller without registration under the Securities Act, Counterparty shall, at its election: (i) in order to allow Seller to sell the Hedge Shares in a registered offering, use commercially reasonable efforts to make available to Seller an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (a) enter into an agreement, in form and substance satisfactory to Seller and CounterpartySeller, substantially in the form of an underwriting agreement for a registered offering, (b) provide accountant’s “comfort” letters in customary form for registered offerings of equity securities, (c) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to Seller, (d) provide other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities and (e) afford Seller a reasonable opportunity to conduct a “due diligence” investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities registered for resalesecurities; provided, however, that if Seller, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this Section shall applyapply at the election of Counterparty; or (ii) in order to allow Seller to sell the Hedge Shares in a private placement, enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities by a publicly reporting company (if Counterparty is a publicly reporting company at such time) to institutional purchaserssecurities, in form and substance satisfactory to Seller and CounterpartySeller, including reasonable and customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Seller, due diligence rights (for Seller or any designated buyer of the Hedge Shares from Seller), opinions and certificates and such other documentation as is customary for private placements agreements, all reasonably acceptable to Seller (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that it determines are necessary to reflect an appropriate compensate Seller for any discount from the public market price of the Shares due to incurred on the lack sale of liquidity thereofHedge Shares in a private placement).; or (iii) purchase the Hedge Shares from Seller at the VWAP Price on such Exchange Business Days, and in such amounts, as requested by Seller. “

Disposition of Hedge Shares. Seller shall conduct its hedging activities in connection with the Transaction in a manner that it believes, based on its reasonable judgment, will not require Counterparty to register under the Securities Act or any state securities laws the Shares (the “Hedge Shares”) acquired by Seller for the purpose of hedging its obligations pursuant to the Transaction. In addition, Counterparty hereby agrees that if, in the reasonable judgment of Seller based on advice of counsel, the Shares acquired by Seller for the purpose of hedging its obligations pursuant to the Transaction (the “Hedge Shares Shares”) cannot be sold in the U.S. public market by Seller without registration under the Securities Act, Counterparty shall, at its election: (i) in order to allow Seller to sell the Hedge Shares in a registered offering, use commercially reasonable efforts to make available to Seller an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (a) enter into an agreement, in form and substance satisfactory to Seller and CounterpartySeller, substantially in the form of an underwriting agreement for a registered offering, (b) provide accountant’s “comfort” letters in customary form for registered offerings of equity securities, (c) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to Seller, (d) provide other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities and (e) afford Seller a reasonable opportunity to conduct a “due diligence” investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities registered for resalesecurities; provided, however, that if Seller, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this Section shall applyapply at the election of Counterparty; or (ii) in order to allow Seller to sell the Hedge Shares in a private placement, enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities by a publicly reporting company (if Counterparty is a publicly reporting company at such time) to institutional purchaserssecurities, in form and substance satisfactory to Seller and CounterpartySeller, including reasonable and customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Seller, due diligence rights (for Seller or any designated buyer of the Hedge Shares from Seller), opinions and certificates and such other documentation as is customary for private placements agreements, all reasonably acceptable to Seller (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that it determines are necessary to reflect an appropriate discount from the public market price of the Shares due to the lack of liquidity thereof).compensate

Disposition of Hedge Shares. Seller shall conduct its hedging activities Counterparty hereby agrees that if, in connection with the Transaction in a manner that it believesgood faith reasonable judgment of Dealer, based on its reasonable judgmentthe advice of counsel, will not require Counterparty to register under the Securities Act or any state securities laws the Shares (the “Hedge Shares”) acquired by Seller Dealer for the purpose of hedging its obligations pursuant to the Transaction. In addition, Counterparty hereby agrees that if, Transaction in the a commercially reasonable judgment of Seller based on advice of counsel, the Hedge Shares manner cannot be sold in the U.S. public market by Seller Dealer without registration under the Securities Act, Counterparty shall, at its election: (i) in order to allow Seller Dealer to sell the Hedge Shares in a registered offering, use commercially reasonable efforts to make available to Seller Dealer an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (aA) enter into an agreement, in form and substance reasonably satisfactory to Seller and CounterpartyDealer, substantially in the form of an underwriting agreement for a registered offering, (bB) provide accountant’s “comfort” letters in customary form for registered offerings of equity securities, (cC) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to SellerDealer, (dD) provide other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities and (eE) afford Seller Dealer a reasonable opportunity to conduct a “due diligence” investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities registered (in all cases of (A)-(E) above, as would be usual and customary for resaleofferings for companies of similar size and industry); provided, however, provided that if SellerCounterparty elects clause (i) above but the items referred to therein are not completed in a timely manner, or if Dealer, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this Section 8(d) shall applyapply at the election of Counterparty; or (ii) in order to allow Seller Dealer to sell the Hedge Shares in a private placement, enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities by a publicly reporting company (if Counterparty is a publicly reporting company at such time) to institutional purchasersof similar size and industry, in form and substance commercially reasonably satisfactory to Seller and CounterpartyDealer, including reasonable and customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to SellerDealer, due diligence rights (for Seller Dealer or any designated buyer of the Hedge Shares from SellerDealer), and best efforts obligations to provide opinions and certificates and such other documentation as is customary for private placements agreementsagreements for transactions of similar size and type, all as is commercially reasonably acceptable to Seller Dealer (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that it determines are necessary necessary, in its good faith, commercially reasonable judgment, to reflect an appropriate compensate Dealer for any commercially reasonable discount from the public market price of the Shares due to incurred on the lack sale of liquidity thereofHedge Shares in a private placement); or (iii) purchase the Hedge Shares from Dealer at the then-current market price on such Exchange Business Days, and in the amounts and at such time(s), commercially reasonably requested by Dealer. This Section 8(d) shall survive the termination, expiration or early unwind of the Transaction.

Disposition of Hedge Shares. Seller shall conduct its hedging activities Counterparty hereby agrees that if, in connection with the Transaction in a manner that it believesgood faith reasonable judgment of Dealer, based on its reasonable judgment, will not require Counterparty to register under the Securities Act or any state securities laws the Shares (the “Hedge Shares”) acquired by Seller Dealer or any of its affiliates (Dealer and its affiliates collectively for purposes of this Section 8(c) only, “Dealer”) for the purpose of hedging its obligations pursuant to the Transaction. In addition, Counterparty hereby agrees that if, in the reasonable judgment of Seller based on advice of counsel, the Hedge Shares Transaction cannot be sold in the U.S. public market by Seller Dealer without registration under the Securities Act, Counterparty shall, at its election: (i) in order to allow Seller Dealer to sell the Hedge Shares in a registered offering, use commercially reasonable efforts to make available to Seller Dealer an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (aA) enter into an agreement, in form and substance satisfactory to Seller and CounterpartyDealer, substantially in the form of an underwriting agreement for a registered offeringoffering of similar size, (bB) provide accountant’s “comfort” letters in customary form for registered offerings of equity securities, of similar size (cC) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to SellerDealer, (dD) provide other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities of similar size and (eE) afford Seller Dealer a reasonable opportunity to conduct a “due diligence” investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities registered for resaleof similar size; provided, however, that if SellerDealer, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this Section 8(c) shall applyapply at the election of Counterparty; or (ii) in order to allow Seller Dealer to sell the Hedge Shares in a private placement, enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities by a publicly reporting company (if Counterparty is a publicly reporting company at such time) to institutional purchasersof similar size, in form and substance reasonably satisfactory to Seller and CounterpartyDealer, including reasonable and customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to SellerDealer, due diligence rights (for Seller Dealer or any designated buyer of the Hedge Shares from SellerDealer), opinions and certificates and such other documentation as is customary for private placements agreements, all reasonably acceptable to Seller Dealer (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that it determines are necessary necessary, in its commercially reasonable judgment, to reflect an appropriate compensate Dealer for any discount from the public market price of the Shares due incurred on the sale of Hedge Shares in a private placement); or (iii) purchase the Hedge Shares from Dealer at the VWAP Price on such Exchange Business Days, and in the amounts as may be commercially reasonably requested by Dealer. “VWAP Price” means, on any Exchange Business Day, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg Screen SUPN <Equity> VWAP (or any successor thereto) in respect of the period from 9:30 a.m. to 4:00 p.m. (New York City time) on such Exchange Business Day (or if such volume-weighted average price is unavailable or is manifestly incorrect, the lack market value of liquidity thereofone Share on such Exchange Business Day, as determined by the Calculation Agent using a volume-weighted method).

Disposition of Hedge Shares. Seller shall conduct its hedging activities Counterparty hereby agrees that if, in connection with the Transaction in a manner that it believesgood faith reasonable judgment of Société Générale, based on its reasonable judgment, will not require Counterparty to register under the Securities Act or any state securities laws the Shares (the “Hedge Shares”) acquired by Seller Société Générale for the purpose of hedging its obligations pursuant to the Transaction. In addition, Counterparty hereby agrees that if, in the reasonable judgment of Seller based on advice of counsel, the Hedge Shares Transaction cannot be sold in the U.S. public market by Seller Société Générale without registration under the Securities Act, Counterparty shall, at its election: (i) in order to allow Seller Société Générale to sell the Hedge Shares in a registered offering, use commercially reasonable efforts to make available to Seller Société Générale an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (aA) enter into an agreement, in form and substance satisfactory to Seller and CounterpartySociété Générale, substantially in the form of an underwriting agreement for a registered offering, (bB) provide accountant’s “comfort” letters in customary form for registered offerings of equity securities, (cC) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to SellerSociété Générale, (dD) provide other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities and (eE) afford Seller Société Générale a reasonable opportunity to conduct a “due diligence” investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities registered for resalesecurities; provided, however, that if SellerSociété Générale, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this Section paragraph shall applyapply at the election of Counterparty; or (ii) in order to allow Seller Société Générale to sell the Hedge Shares in a private placement, enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities by a publicly reporting company (if Counterparty is a publicly reporting company at such time) to institutional purchasersof its size, in form and substance satisfactory to Seller and CounterpartySociété Générale, including reasonable and customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to SellerSociété Générale, due diligence rights (for Seller Société Générale or any designated buyer of the Hedge Shares from SellerSociété Générale), opinions and certificates and such other documentation as is customary for private placements agreementsagreements of similar size, all reasonably acceptable to Seller Société Générale (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that it determines are necessary necessary, in its reasonable judgment, to reflect an appropriate compensate Société Générale for any discount from the public market price of the Shares due incurred on the sale of Hedge Shares in a private placement); or (iii) purchase the Hedge Shares from Société Générale at the VWAP Price on such Exchange Business Days, and in the amounts, requested by Société Générale. “VWAP Price” means, on any Exchange Business Day, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page TSYS <equity> AQR (or any successor thereto) in respect of the period from 9:30 a.m. to 4:00 p.m. (New York City time) on such Exchange Business Day (or if such volume-weighted average price is unavailable, the lack market value of liquidity thereofone Share on such Exchange Business Day, as determined by the Calculation Agent using a volume-weighted method). This paragraph shall survive the termination, expiration or early unwind of the Transaction.

Disposition of Hedge Shares. Seller shall conduct its hedging activities Counterparty hereby agrees that if, in connection with the Transaction in a manner that it believesgood faith reasonable judgment of Dealer, based on its reasonable judgmentthe advice of counsel, will not require Counterparty to register under the Securities Act or any state securities laws the Shares (the “Hedge Shares”) acquired by Seller Dealer for the purpose of hedging its obligations pursuant to the Transaction. In addition, Counterparty hereby agrees that if, in the reasonable judgment of Seller based on advice of counsel, the Hedge Shares Transaction cannot be sold in the U.S. public market by Seller Dealer without registration under the Securities Act, Counterparty shall, at its election: , either (i) in order to allow Seller Dealer to sell the Hedge Shares in a registered offering, use commercially reasonable efforts to make available to Seller Dealer an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (a) enter into an agreement, in form and substance reasonably satisfactory to Seller and CounterpartyDealer, substantially in the form of an underwriting agreement for a registered offering, (b) provide accountant’s “comfort” letters in customary form for registered offerings secondary offering of equity securities, (c) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to Seller, (d) provide other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities and (e) afford Seller a reasonable opportunity to conduct a “due diligence” investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities registered for resalesimilar size; provided, however, that if SellerDealer, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) of this Section paragraph shall apply; apply or (ii) in order to allow Seller Dealer to sell the Hedge Shares in a private placement, enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities by a publicly reporting company (if Counterparty is a publicly reporting company at such time) to institutional purchasersof similar size, in form and substance satisfactory to Seller and Counterparty, including Dealer (such determination to be made by Dealer in a reasonable and customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Seller, due diligence rights (for Seller or any designated buyer of the Hedge Shares from Seller), opinions and certificates and such other documentation as is customary for private placements agreements, all reasonably acceptable to Seller manner) (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that it determines are necessary necessary, in its commercially reasonable judgment, to reflect an appropriate compensate Dealer for any customary liquidity discount from the public market price of the Shares due incurred on the sale of Hedge Shares in a private placement); provided that no “comfort letter” or accountants’ consent shall be required to the lack of liquidity thereof)be delivered in connection with any private placements.

Disposition of Hedge Shares. Seller shall conduct its hedging activities Party B hereby agrees that if, in connection with the Transaction in a manner that it believesgood faith reasonable judgment of Party A or Issuer, based on its reasonable judgmentthe advice of counsel, will not require Counterparty to register under the Securities Act or any state securities laws the Shares (the “Hedge Shares”) acquired by Seller Party A for the purpose of hedging its obligations pursuant to the Transaction. In addition, Counterparty hereby agrees that if, in the reasonable judgment of Seller based on advice of counsel, the Hedge Shares Transaction cannot be sold in the U.S. public market by Seller Party A without registration under the Securities Act, Counterparty Party B shall, at its election: (i) in order to allow Seller Party A to sell the Hedge Shares in a registered offering, use commercially reasonable efforts to make available to Seller Party A an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (aA) enter into an agreement, in form and substance satisfactory to Seller and CounterpartyParty A, substantially in the form of an underwriting agreement for a registered offeringunderwritten follow-on offerings of equity securities of companies of comparable size, maturity and lines of business, (bB) provide accountant’s “comfort” letters in customary form for registered underwritten follow-on offerings of equity securitiessecurities of companies of comparable size, maturity and lines of business, (cC) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to SellerParty B as are customarily requested in connection with underwritten follow-on offers of equity securities of companies of comparable size, maturity and lines of business, (dD) provide other customary opinions, certificates and closing documents customary in form for registered offerings underwritten follow-on offers of equity securities of companies of comparable size, maturity and lines of business and (eE) afford Seller Party A a reasonable opportunity to conduct a “due diligence” investigation with respect to Counterparty Party B customary in scope for underwritten offerings follow-on offers of equity securities registered for resaleof companies of comparable size, maturity and lines of business; provided, however, that if SellerParty A, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) of this Section 8(c) shall apply; or provided that Party A has given the Party B reasonable notice of its determination and provided the Party B with reasonable opportunity to satisfy Party A’s concerns; (ii) in order to allow Seller Party A to sell the Hedge Shares in a private placement, placement enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities by a publicly reporting company (if Counterparty is a publicly reporting company at such time) to institutional purchasersof companies of comparable size, maturity and lines of business, in form and substance reasonably satisfactory to Seller and CounterpartyParty A, including reasonable and customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to SellerParty A, due diligence rights (for Seller Party A or any designated buyer of the Hedge Shares from SellerParty A), opinions and certificates and such other documentation as is customary for private placements agreements, all reasonably acceptable to Seller Party A (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that it determines are necessary necessary, in its reasonable judgment, to reflect an appropriate compensate Party A for any discount from the public market price of the Shares due to incurred on the lack sale of liquidity thereofHedge Shares in a private placement).

Disposition of Hedge Shares. Seller shall conduct its hedging activities Counterparty hereby agrees that if, in connection with the Transaction in a manner that it believesgood faith reasonable judgment of CS, based on its reasonable judgment, will not require Counterparty to register under the Securities Act or any state securities laws the Shares (the “Hedge Shares”) acquired by Seller CS for the purpose of hedging its obligations pursuant to the Transaction. In addition, Counterparty hereby agrees that if, in the reasonable judgment of Seller based on advice of counsel, the Hedge Shares such Transaction cannot be sold in the U.S. public market by Seller CS without registration under the Securities Act, Counterparty shall, at its election: (i) in order to allow Seller CS to sell the Hedge Shares in a registered offering, use commercially reasonable efforts to make available to Seller CS an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (aA) enter into an agreement, in form and substance satisfactory to Seller and Counterparty, CS substantially in the form of an underwriting agreement for a registered offeringoffering of common stock, (bB) provide to CS, accountant’s “comfort” letters in customary form for registered offerings of equity securities, (cC) provide to CS, disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to SellerCS, (dD) provide to CS, other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities and (eE) afford Seller to CS, a reasonable opportunity to conduct a “due diligence” investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities registered for resalesecurities; provided, however, that if SellerCS, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this Section shall applyapply at the election of Counterparty; or (ii) in order to allow Seller CS to sell the Hedge Shares in a private placement, enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities by a publicly reporting company (if Counterparty is a publicly reporting company at such time) to institutional purchaserssecurities, in form and substance satisfactory to Seller and CounterpartyCS, including reasonable and customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to SellerCS, due diligence rights (for Seller or any designated buyer of the Hedge Shares from Seller)CS, opinions and certificates and such other documentation as is customary for private placements agreements, all reasonably acceptable to Seller CS (in which case, case the Calculation Agent shall make any adjustments to the terms of the Transaction that it determines are necessary necessary, in its reasonable judgment, to reflect an appropriate compensate CS for any discount from the public market price of the Shares due to incurred on the lack sale of liquidity thereofHedge Shares in a private placement); or (iii) purchase the Hedge Shares from CS at the VWAP Price on such Exchange Business Days and in the amounts as specified by CS in good faith.

Disposition of Hedge Shares. Seller shall conduct its hedging activities Counterparty hereby agrees that if, in connection with the Transaction in a manner that it believesgood faith reasonable judgment of Xxxxxx Xxxxxxx, based on its reasonable judgment, will not require Counterparty to register under the Securities Act or any state securities laws the Shares (the “"Hedge Shares”") acquired by Seller Xxxxxx Xxxxxxx for the purpose of hedging its obligations pursuant to the Transaction. In addition, Counterparty hereby agrees that if, in the reasonable judgment of Seller based on advice of counsel, the Hedge Shares Transaction cannot be sold in the U.S. public market by Seller Xxxxxx Xxxxxxx without registration under the Securities Act, Counterparty shall, at its election: (i) in order to allow Seller Xxxxxx Xxxxxxx to sell the Hedge Shares in a registered offering, use commercially reasonable efforts to make available to Seller Xxxxxx Xxxxxxx an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (aA) enter into an agreement, in form and substance satisfactory to Seller and CounterpartyXxxxxx Xxxxxxx, substantially in the form of an underwriting agreement for a registered offering, (bB) provide accountant’s “'s "comfort” " letters in customary form for registered offerings of equity securities, (cC) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to SellerXxxxxx Xxxxxxx, (dD) provide other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities and (eE) afford Seller Xxxxxx Xxxxxxx a reasonable opportunity to conduct a “"due diligence” " investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities registered for resalesecurities; provided, however, that if SellerXxxxxx Xxxxxxx, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this Section paragraph shall applyapply at the election of Counterparty; or (ii) in order to allow Seller Xxxxxx Xxxxxxx to sell the Hedge Shares in a private placement, enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities by a publicly reporting company (if Counterparty is a publicly reporting company at such time) to institutional purchaserssecurities, in form and substance satisfactory to Seller and CounterpartyXxxxxx Xxxxxxx, including reasonable and customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to SellerXxxxxx Xxxxxxx, due diligence rights (for Seller Xxxxxx Xxxxxxx or any designated buyer of the Hedge Shares from SellerXxxxxx Xxxxxxx), opinions and certificates and such other documentation as is customary for private placements agreements, all reasonably acceptable to Seller Xxxxxx Xxxxxxx (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that it determines are necessary necessary, in its reasonable judgment, to reflect an appropriate compensate Xxxxxx Xxxxxxx for any discount from the public market price of the Shares due incurred on the sale of Hedge Shares in a private placement); or (iii) purchase the Hedge Shares from Xxxxxx Xxxxxxx at the VWAP Price on such Exchange Business Days, and in the amounts, requested by Xxxxxx Xxxxxxx. "VWAP Price" means, on any Exchange Business Day, the per Share volume-weighted average price as displayed under the heading "Bloomberg VWAP" on Bloomberg page TAP.N <equity> AQR (or any successor thereto) in respect of the period from 9:30 a.m. to 4:00 p.m. (New York City time) on such Exchange Business Day (or if such volume-weighted average price is unavailable, the lack market value of liquidity thereofone Share on such Exchange Business Day, as determined by the Calculation Agent using a volume-weighted method). This paragraph shall survive the termination, expiration or early unwind of the Transaction.

Disposition of Hedge Shares. Seller shall conduct its hedging activities Party B hereby agrees that if, in connection with the Transaction in a manner that it believesgood faith reasonable judgment of Party A or Issuer, based on its reasonable judgmentthe advice of counsel, will not require Counterparty to register under the Securities Act or any state securities laws the Shares (the “Hedge Shares”) acquired by Seller Party A for the purpose of hedging its obligations pursuant to the Transaction. In addition, Counterparty hereby agrees that if, in the reasonable judgment of Seller based on advice of counsel, the Hedge Shares Transaction cannot be sold in the U.S. public market by Seller Party A without registration under the Securities Act, Counterparty Party B shall, at its election: (i) in order to allow Seller Party A to sell the Hedge Shares in a registered offering, use commercially reasonable efforts to make available to Seller Party A an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (aA) enter into an agreement, in form and substance satisfactory to Seller and CounterpartyParty A, substantially in the form of an underwriting agreement for a registered offeringunderwritten follow-on offerings of equity securities of companies of comparable size, maturity and lines of business, (bB) provide accountant’s “comfort” letters in customary form for registered underwritten follow-on offerings of equity securitiessecurities of companies of comparable size, maturity and lines of business, (cC) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to SellerParty B as are customarily requested in connection with underwritten follow-on offers of equity securities of companies of comparable size, maturity and lines of business, (dD) provide other customary opinions, certificates and closing documents customary in form for registered offerings underwritten follow-on offers of equity securities of companies of comparable size, maturity and lines of business and (eE) afford Seller Party A a reasonable opportunity to conduct a “due diligence” investigation with respect to Counterparty Party B customary in scope for underwritten offerings follow-on offers of equity securities registered for resaleof companies of comparable size, maturity and lines of business; provided, however, that if SellerParty A, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) of this Section 8(c) shall apply; or provided that Party A has given the Party B reasonable notice of its determination and provided the Party B with reasonable opportunity to satisfy Party A’s concerns; (ii) in order to allow Seller Party A to sell the Hedge Shares in a private placement, placement enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities by a publicly reporting company (if Counterparty is a publicly reporting company at such time) to institutional purchasersof companies of comparable size, maturity and lines of business, in form and substance reasonably satisfactory to Seller and CounterpartyParty A, including reasonable and customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to SellerParty A, due diligence rights (for Seller Party A or any designated buyer of the Hedge Shares from SellerParty A), opinions and certificates and such other documentation as is customary for private placements agreements, all reasonably acceptable to Seller Party A (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that it determines are necessary necessary, in its reasonable judgment, to reflect an appropriate compensate Party A for any discount from the public market price of the Shares due to incurred on the lack sale of liquidity thereofHedge Shares in a private placement).

Disposition of Hedge Shares. Seller shall conduct its hedging activities Counterparty hereby agrees that if, in connection with the Transaction in a manner that it believesgood faith reasonable judgment of Wachovia, based on its reasonable judgmentupon advice of counsel, will not require Counterparty to register under the Securities Act or any state securities laws the Shares (the “Hedge Shares”) acquired by Seller Wachovia for the purpose of hedging its obligations pursuant to the Transaction. In addition, Counterparty hereby agrees that if, in the reasonable judgment of Seller based on advice of counsel, the Hedge Shares Transaction cannot be sold in the U.S. public market by Seller Wachovia without registration under the Securities Act, Counterparty shall, at its election: (i) in order to allow Seller Wachovia to sell the Hedge Shares in a registered offering, use commercially reasonable efforts to make available to Seller Wachovia an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (aA) enter into an agreement, in form and substance satisfactory to Seller and CounterpartyWachovia, substantially in the form of an underwriting agreement for a registered offering, (bB) provide accountant’s “comfort” letters in customary form for registered offerings of equity securities, (cC) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to SellerWachovia, (dD) provide other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities and (eE) afford Seller Wachovia a reasonable opportunity to conduct a “due diligence” investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities registered for resalesecurities; provided, however, that if SellerWachovia, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this Section paragraph shall applyapply at the election of Counterparty; or (ii) in order to allow Seller Wachovia to sell the Hedge Shares in a private placement, enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities by a publicly reporting company (if Counterparty is a publicly reporting company at such time) to institutional purchaserssecurities, in form and substance satisfactory to Seller and CounterpartyWachovia, including reasonable and customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to SellerWachovia, due diligence rights (for Seller Wachovia or any designated buyer of the Hedge Shares from SellerWachovia), opinions and certificates and such other documentation as is customary for private placements agreements, all reasonably acceptable to Seller Wachovia (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that it determines are necessary necessary, in its reasonable judgment, to reflect an appropriate compensate Wachovia for any discount from the public market price of the Shares due incurred on the sale of Hedge Shares in a private placement); or (iii) purchase the Hedge Shares from Wachovia at the VWAP Price on such Exchange Business Days, and in the amounts, requested by Wachovia. “VWAP Price” means, on any Exchange Business Day, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page GET.N <equity> AQR (or any successor thereto) in respect of the period from 9:30 a.m. to 4:00 p.m. (New York City time) on such Exchange Business Day (or if such volume-weighted average price is unavailable, the lack market value of liquidity thereofone Share on such Exchange Business Day, as determined by the Calculation Agent using a volume-weighted method). This paragraph shall survive the termination, expiration or early unwind of the Transaction.

Disposition of Hedge Shares. Seller shall conduct its hedging activities Counterparty hereby agrees that if, in connection with the Transaction in a manner that it believesgood faith reasonable judgment of Dealer, based on its reasonable judgmentthe advice of counsel, will not require Counterparty to register under the Securities Act or any state securities laws the Shares (the “Hedge Shares”) acquired by Seller Dealer for the purpose of hedging effecting a commercially reasonable hedge of its obligations pursuant to the Transaction. In addition, Counterparty hereby agrees that if, Transaction in the a commercially reasonable judgment of Seller based on advice of counsel, the Hedge Shares manner cannot be sold in the U.S. public market by Seller Dealer without registration under the Securities Act, Counterparty shall, at its election: (i) in order to allow Seller Dealer to sell the Hedge Shares in a registered offering, use commercially reasonable efforts to make available to Seller Dealer an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (aA) enter into an agreement, in form and substance reasonably satisfactory to Seller and CounterpartyDealer, substantially in the form of an underwriting agreement for a registered offering, (bB) provide accountant’s “comfort” letters in customary form for registered offerings of equity securities, (cC) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to SellerDealer, (dD) provide other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities and (eE) afford Seller Dealer a reasonable opportunity to conduct a “due diligence” investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities registered (in all cases of (A)-(E) above, as would be usual and customary for resaleofferings of companies of similar size and industry); provided, however, provided that if SellerCounterparty elects clause (i) above but the items referred to therein are not completed in a timely manner, or if Dealer, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this Section 8(d) shall applyapply at the election of Counterparty; or (ii) in order to allow Seller Dealer to sell the Hedge Shares in a private placement, enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities by a publicly reporting company (if Counterparty is a publicly reporting company at such time) to institutional purchasersof similar size and industry, in form and substance in a matter reasonably satisfactory to Seller and CounterpartyDealer, including reasonable and customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to SellerDealer, due diligence rights (for Seller Dealer or any designated buyer of the Hedge Shares from SellerDealer), opinions and best efforts obligations to provide opinions, and certificates and such other documentation as is customary for private placements agreementsagreements for transactions of similar size and type, all as is reasonably acceptable to Seller Dealer (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that it determines are necessary necessary, in its good faith and commercially reasonable judgment, to reflect an appropriate compensate Dealer for any commercially reasonable discount from the public market price of the Shares due to incurred on the lack sale of liquidity thereofHedge Shares in a private placement); or (iii) purchase the Hedge Shares from Dealer at the then-current market price on such Exchange Business Days, and in the amounts and at such time(s), reasonably requested by Dealer. This Section 8(d) shall survive the termination, expiration or early unwind of the Transaction.

Disposition of Hedge Shares. Seller shall intends to conduct its hedging activities in connection with the Transaction in a manner that it believes, based on its reasonable judgment, will not require Counterparty to register under the Securities Act or any state securities laws the Shares (the “Hedge Shares”) acquired by Seller for the purpose of hedging its obligations pursuant to the Transaction. In addition, Counterparty hereby agrees that if, in the reasonable judgment of Seller based on advice of counsel, the Hedge Shares cannot be sold in the U.S. public market by Seller without registration under the Securities Act, Counterparty shall, at its election: (i) in order to allow Seller to sell the Hedge Shares in a registered offering, use commercially reasonable efforts to make available to Seller an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (a) enter into an agreement, in form and substance satisfactory to Seller and CounterpartySeller, substantially in the form of an underwriting agreement for a registered offering, (b) provide accountant’s “comfort” letters in customary form for registered offerings of equity securities, (c) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to Seller, (d) provide other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities and (e) afford Seller a reasonable opportunity to conduct a “due diligence” investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities registered for resalesecurities; provided, however, that if Seller, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this Section shall applyapply at the election of Counterparty; or (ii) in order to allow Seller to sell the Hedge Shares in a private placement, enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities by a publicly reporting company (if Counterparty is a publicly reporting company at such time) to institutional purchaserssecurities, in form and substance satisfactory to Seller and CounterpartySeller, including reasonable and customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Seller, due diligence rights (for Seller or any designated buyer of the Hedge Shares from Seller), opinions and certificates and such other documentation as is customary for private placements agreements, all reasonably acceptable to Seller (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that it determines are necessary necessary, by commercially reasonable means, to reflect an appropriate compensate Seller for any discount from the public market price of the Shares due to incurred on the lack sale of liquidity thereofHedge Shares in a private placement).; or (iii) purchase the Hedge Shares from Seller at the VWAP Price on such Exchange Business Days, and in the amounts, requested by Seller. “

Disposition of Hedge Shares. Seller shall conduct its hedging activities in connection with the Transaction in a manner that it believes, based on its reasonable judgment, will not require Counterparty to register under the Securities Act or any state securities laws the Shares (the “Hedge Shares”) acquired by Seller for the purpose of hedging its obligations pursuant to the Transaction. In addition, Counterparty hereby agrees that if, in the reasonable judgment of either Seller or Hedging Party based on advice of counsel, the Shares acquired by Hedging Party for the purpose of hedging its obligations pursuant to the Transaction (the “Hedge Shares Shares”) cannot be sold in the U.S. public market by Seller without registration under the Securities Act, Counterparty shall, at its election: (i) in order to allow Seller Hedging Party to sell the Hedge Shares in a registered offering, use commercially reasonable efforts to make available to Seller and Hedging Party an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (a) enter into an agreement, in form and substance satisfactory to Seller and CounterpartyHedging Party, substantially in the form of an underwriting agreement for a registered offering, (b) provide accountant’s “comfort” letters in customary form for registered offerings of equity securities, (c) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to SellerSeller and Hedging Party, (d) provide other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities and (e) afford Seller and Hedging Party a reasonable opportunity to conduct a “due diligence” investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities registered for resalesecurities; provided, however, that if Sellereither Seller or Hedging Party, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this Section shall applyapply at the election of Counterparty; or (ii) in order to allow Seller Hedging Party to sell the Hedge Shares in a private placement, enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities securities, by a publicly reporting company (if Counterparty is a publicly reporting company at such time) to institutional purchasers, in form and substance satisfactory to Seller Dealer and CounterpartyHedging Party, including reasonable and customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to SellerSeller and Hedging Party, due diligence rights (for Seller Seller, Hedging Party or any designated buyer of the Hedge Shares from SellerHedging Party), opinions and certificates and such other documentation as is customary for private placements agreements, all reasonably acceptable to Seller (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that it determines are necessary to reflect an appropriate compensate Hedging Party for any discount from the public market price of the Shares due (other than any discount in respect of commissions or fees payable to any third party) incurred on the lack sale of liquidity thereofHedge Shares in a private placement).; or (iii) purchase the Hedge Shares from Hedging Party at the VWAP Price on such Exchange Business Days, and in such amounts, as requested by Hedging Party. “

Disposition of Hedge Shares. Seller shall conduct its hedging activities Counterparty hereby agrees that if, in connection with the Transaction in a manner that it believesgood faith reasonable judgment of Dealer, based on its reasonable judgmentthe advice of legal counsel, will not require Counterparty to register under the Securities Act or any state securities laws the Shares (the “Hedge Shares”) acquired by Seller Dealer for the purpose of hedging its obligations pursuant to the Transaction. In addition, Counterparty hereby agrees that if, in Transaction (the reasonable judgment of Seller based on advice of counsel, the “Hedge Shares Shares”) cannot be sold in the U.S. public market by Seller Dealer without registration under the Securities Act, Counterparty shall, at its election: (i) in order to allow Seller Dealer to sell the Hedge Shares in a registered offering, use its commercially reasonable efforts to make available to Seller Dealer an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (aA) enter into an agreement, in form and substance reasonably satisfactory to Seller and CounterpartyDealer, substantially in the form of an underwriting agreement for a registered offeringoffering for companies of a similar size in a similar industry, (bB) provide accountant’s “comfort” letters in customary form for registered offerings of equity securitiessecurities for companies of a similar size in a similar industry, (cC) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to Sellerin customary form for registered offerings of equity securities for companies of a similar size in a similar industry, (dD) provide other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities for companies of a similar size in a similar industry and (eE) afford Seller Dealer a reasonable opportunity to conduct a “due diligence” investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities registered for resalecompanies of a similar size in a similar industry; provided, however, that that, if SellerCounterparty elects clause (i) above but Dealer, in its sole commercially reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this Section 8(d) shall applyapply at the election of Counterparty; or (ii) in order to allow Seller Dealer to sell the Hedge Shares in a private placement, enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities by of companies of a publicly reporting company (if Counterparty is similar size in a publicly reporting company at such time) to institutional purchaserssimilar industry, in form and substance commercially reasonably satisfactory to Seller and Counterparty, including reasonable and Dealer using best efforts to include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to SellerDealer, due diligence rights (for Seller Dealer or any designated buyer of the Hedge Shares from SellerDealer), opinions and certificates and such other documentation as is customary for private placements agreementsagreements of equity securities of companies of a similar size in a similar industry, all as is reasonably acceptable to Seller Dealer (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that it determines are necessary necessary, in its good faith and commercially reasonable judgment, to reflect an appropriate compensate Dealer for any customary liquidity discount from the public market price of the Shares due incurred on the sale of Hedge Shares in a private placement); provided that no “comfort letter” or accountants’ consent shall be required to be delivered in connection with any private placements; or (iii) purchase the lack of liquidity thereof)Hedge Shares from Dealer at the Relevant Price on such Exchange Business Days, and in the amounts, requested by Dealer.

Disposition of Hedge Shares. Seller shall conduct its hedging activities Party B hereby agrees that if, in connection with the Transaction in a manner that it believesgood faith reasonable judgment of Party A or Issuer, based on its reasonable judgmentthe advice of counsel, will not require Counterparty to register under the Securities Act or any state securities laws the Shares (the “Hedge Shares”) acquired by Seller Party A for the purpose of hedging its obligations pursuant to the Transaction. In addition, Counterparty hereby agrees that if, in the reasonable judgment of Seller based on advice of counsel, the Hedge Shares Transaction cannot be sold in the U.S. public market by Seller Party A without registration under the Securities Act, Counterparty Party B shall, at its election: (i) in order to allow Seller Party A to sell the Hedge Shares in a registered offering, use commercially reasonable efforts to make available to Seller Party A an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (aA) enter into an agreement, in form and substance satisfactory to Seller and CounterpartyParty A, substantially in the form of an underwriting agreement for a registered offeringunderwritten follow-on offerings of equity securities of companies of comparable size, maturity and lines of business, (bB) provide accountant’s “comfort” letters in customary form for registered underwritten follow-on offerings of equity securitiessecurities of companies of comparable size, maturity and lines of business, (cC) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to SellerParty B as are customarily requested in connection with underwritten follow-on offers of equity securities of companies of comparable size, maturity and lines of business, (dD) provide other customary opinions, certificates and closing documents customary in form for registered offerings underwritten follow-on offers of equity securities of companies of comparable size, maturity and lines of business and (eE) afford Seller Party A a reasonable opportunity to conduct a “due diligence” investigation with respect to Counterparty Party B customary in scope LOWER CALL OPTION TRANSACTION for underwritten offerings follow-on offers of equity securities registered for resaleof companies of comparable size, maturity and lines of business; provided, however, that if SellerParty A, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) of this Section 8(c) shall apply; or provided that Party A has given the Party B reasonable notice of its determination and provided the Party B with reasonable opportunity to satisfy Party A’s concerns; (ii) in order to allow Seller Party A to sell the Hedge Shares in a private placement, placement enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities by a publicly reporting company (if Counterparty is a publicly reporting company at such time) to institutional purchasersof companies of comparable size, maturity and lines of business, in form and substance reasonably satisfactory to Seller and CounterpartyParty A, including reasonable and customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to SellerParty A, due diligence rights (for Seller Party A or any designated buyer of the Hedge Shares from SellerParty A), opinions and certificates and such other documentation as is customary for private placements agreements, all reasonably acceptable to Seller Party A (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that it determines are necessary necessary, in its reasonable judgment, to reflect an appropriate compensate Party A for any discount from the public market price of the Shares due to incurred on the lack sale of liquidity thereofHedge Shares in a private placement).

Disposition of Hedge Shares. Seller shall conduct its hedging activities Counterparty hereby agrees that if, in connection with the Transaction in a manner that it believesgood faith reasonable judgment of Dealer, based on its reasonable judgment, will not require Counterparty to register under the Securities Act or any state securities laws the Shares (the “Hedge Shares”) acquired by Seller Dealer for the purpose of hedging its obligations pursuant to the Transaction. In addition, Counterparty hereby agrees that if, in the reasonable judgment of Seller based on advice of counsel, the Hedge Shares Transaction cannot be sold in the U.S. public market by Seller Dealer without registration under the Securities Act, Counterparty shall, at its election: (i) in order to allow Seller Dealer to sell the Hedge Shares in a registered offering, use commercially reasonable efforts to make available to Seller Dealer an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (aA) enter into an agreement, in form and substance satisfactory to Seller and CounterpartyDealer, substantially in the form of an underwriting agreement for a registered offering, (bB) provide accountant’s “comfort” letters in customary form for registered offerings of equity securities, (cC) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to SellerDealer, (dD) provide other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities and (eE) afford Seller Dealer a reasonable opportunity to conduct a “due diligence” investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities registered for resalesecurities; provided, however, that if SellerDealer, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this Section 8(c) shall applyapply at the election of Counterparty; or (ii) in order to allow Seller Dealer to sell the Hedge Shares in a private placement, enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities by a publicly reporting company (if Counterparty is a publicly reporting company at such time) to institutional purchaserssecurities, in form and substance reasonably satisfactory to Seller and CounterpartyDealer, including reasonable and customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to SellerDealer, due diligence rights (for Seller Dealer or any designated buyer of the Hedge Shares from SellerDealer), opinions and certificates and such other documentation as is customary for private placements agreements, all reasonably acceptable to Seller Dealer (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that it determines are necessary necessary, in its reasonable judgment, to reflect an appropriate compensate Dealer for any discount from the public market price of the Shares due incurred on the sale of Hedge Shares in a private placement); or (iii) purchase the Hedge Shares from Dealer at the VWAP Price on such Exchange Business Days, and in the amounts, requested by Dealer. “VWAP Price” means, on any Exchange Business Day, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page KAMN <equity> AQR (or any successor thereto) in respect of the period from 9:30 a.m. to 4:00 p.m. (New York City time) on such Exchange Business Day (or if such volume-weighted average price is unavailable or is manifestly incorrect, the lack market value of liquidity thereofone Share on such Exchange Business Day, as determined by the Calculation Agent using a volume-weighted method).

Disposition of Hedge Shares. Seller shall conduct its hedging activities Party B hereby agrees that if, in connection with the Transaction in a manner that it believesgood faith reasonable judgment of Party A or Issuer, based on its reasonable judgmentthe advice of counsel, will not require Counterparty to register under the Securities Act or any state securities laws the Shares (the “Hedge Shares”) acquired by Seller Party A for the purpose of hedging its obligations pursuant to the Transaction. In addition, Counterparty hereby agrees that if, in the reasonable judgment of Seller based on advice of counsel, the Hedge Shares Transaction cannot be sold in the U.S. public market by Seller Party A without registration under the Securities Act, Counterparty Party B shall, at its election: (i) in order to allow Seller Party A to sell the Hedge Shares in a registered offering, use commercially reasonable efforts to make available to Seller Party A an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (aA) enter into an agreement, in form and substance satisfactory to Seller and CounterpartyParty A, substantially in the form of an underwriting agreement for a registered offeringunderwritten follow-on offerings of equity securities of companies of comparable size, maturity and lines of business, (bB) provide accountant’s “comfort” letters in customary form for registered underwritten follow-on offerings of equity securitiessecurities of companies of comparable size, maturity and lines of business, (cC) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to SellerParty B as are customarily requested in connection with underwritten follow-on offers of equity securities of companies of comparable size, maturity and lines of business, (dD) provide other customary opinions, certificates and closing documents customary in form for registered offerings underwritten follow-on offers of equity securities of companies of comparable size, maturity and lines of business and (eE) afford Seller Party A a reasonable opportunity to conduct a “due diligence” investigation with respect to Counterparty Party B customary in scope for underwritten offerings follow-on offers of equity securities registered for resaleof companies of comparable size, maturity and lines of business; provided, however, that if SellerParty A, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) of this Section 8(c) shall apply; or provided that Party A has given the Party B reasonable notice of its determination and provided the Party B with reasonable opportunity to satisfy Party A’s concerns; (ii) in order to allow Seller Party A to sell the Hedge Shares in a private placement, placement enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities by a publicly reporting company (if Counterparty is a publicly reporting company at such time) to institutional purchasersof companies of comparable size, maturity and lines of business, in form and substance reasonably satisfactory to Seller and CounterpartyParty A, including reasonable and customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to SellerParty A, due diligence rights (for Seller Party A or any designated buyer of the Hedge Shares from SellerParty A), opinions and certificates and such other documentation as is customary for private placements agreements, all reasonably acceptable to Seller Party A (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that it determines are necessary necessary, in its reasonable judgment, to reflect an appropriate compensate Party A for any discount from the public market price of the Shares due to incurred on the lack sale of liquidity thereofHedge Shares in a private placement).. LOWER CALL OPTION TRANSACTION

Disposition of Hedge Shares. Counterparty hereby agrees that if, in the reasonable and good faith judgment of Seller shall conduct its hedging activities in connection with the Transaction in a manner that it believes, based on its reasonable judgmentthe advice of nationally recognized outside counsel, will not require Counterparty to register under the Securities Act or any state securities laws the Shares (the “Hedge Shares”) acquired by Seller for the purpose of hedging its obligations pursuant to the Transaction. In addition, Counterparty hereby agrees that if, in Transaction (the reasonable judgment of Seller based on advice of counsel, the “Hedge Shares Shares”) cannot be sold in the U.S. public market by Seller without registration under the Securities Act of 1933, as amended (the “Securities Act”), Counterparty shall, at its election: (i) in order to allow Seller to sell the Hedge Shares in a registered offering, use commercially reasonable efforts to make available to Seller an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (a) enter into an agreement, in form and substance satisfactory to Seller and CounterpartySeller, substantially in the form of an underwriting agreement for a registered offering, (b) provide accountant’s “comfort” letters in customary form for registered offerings of equity securities, (c) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to Seller, (d) provide other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities and (e) afford Seller a reasonable opportunity to conduct a “due diligence” investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities registered for resalesecurities; provided, however, that if Seller, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this Section shall apply; or apply at the election of Confirmation OTC Convertible Note Hedge (ii) in order to allow Seller to sell the Hedge Shares in a private placement, enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities by a publicly reporting company (if Counterparty is a publicly reporting company at such time) to institutional purchasers, in form and substance satisfactory to Seller and Counterparty, including reasonable and customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Seller, due diligence rights (for Seller or any designated buyer of the Hedge Shares from Selleramended), opinions and certificates and such other documentation as is customary for private placements agreements, all reasonably acceptable to Seller (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that it determines are necessary to reflect an appropriate discount from the public market price of the Shares due to the lack of liquidity thereof).

Disposition of Hedge Shares. Seller shall conduct its hedging activities Counterparty hereby agrees that if, in connection with the Transaction in a manner that it believes, good faith reasonable judgment of Dealer based on its reasonable judgmentthe advice of counsel, will not require Counterparty to register under the Securities Act or any state securities laws the Shares (the “Hedge Shares”) acquired by Seller Dealer or any of its affiliates (collectively for the purposes of this paragraph only, “Dealer”) for the purpose of hedging its obligations pursuant to the Transaction. In addition, Counterparty hereby agrees that if, in the reasonable judgment of Seller based on advice of counsel, the Hedge Shares Transaction cannot be sold in the U.S. public market by Seller Dealer without registration under the Securities Act, Counterparty shall, at its election: (i) in order to allow Seller Dealer to sell the Hedge Shares in a registered offering, use commercially reasonable efforts to make available to Seller Dealer an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (aA) enter into an agreement, in form and substance satisfactory to Seller and CounterpartyDealer, substantially in the form of an underwriting agreement for a registered offeringoffering of substantially similar size, (bB) provide accountant’s “comfort” letters in customary form for registered offerings of equity securitiessecurities of substantially similar size, (cC) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to SellerDealer, (dD) provide other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities of substantially similar size and (eE) afford Seller Dealer a reasonable opportunity to conduct a “due diligence” investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities registered for resaleof substantially similar size; provided, however, that if SellerDealer, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this Section paragraph shall applyapply at the election of Counterparty; or (ii) in order to allow Seller Dealer to sell the Hedge Shares in a private placement, enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities by a publicly reporting company (if Counterparty is a publicly reporting company at such time) to institutional purchasersof substantially similar size, in form and substance satisfactory to Seller and CounterpartyDealer, including reasonable and customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to SellerDealer, due diligence rights (for Seller Dealer or any designated buyer of the Hedge Shares from SellerDealer), opinions and certificates and such other documentation as is customary for private placements agreementsagreements for private placements of equity securities of substantially similar size, all reasonably acceptable to Seller Dealer (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that it determines are necessary necessary, in its commercially reasonable determination, to reflect an appropriate compensate Dealer for any discount from the public market price of the Shares due incurred on the sale of Hedge Shares in a private placement); or (iii) purchase the Hedge Shares from Dealer at the VWAP Price on such Exchange Business Days, and in the amounts, requested by Dealer. “VWAP Price” means, on any Exchange Business Day, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page MRX.N <equity> AQR (or any successor thereto) in respect of the period from 9:30 a.m. to 4:00 p.m. (New York City time) on such Exchange Business Day (or if such volume-weighted average price is unavailable, or is, in the lack Calculation Agent’s reasonable discretion, erroneous, the market value of liquidity thereofone Share on such Exchange Business Day, as determined by the Calculation Agent using, if practicable, a volume-weighted method). This paragraph shall survive the termination, expiration or early unwind of the Transaction.

Disposition of Hedge Shares. Seller shall conduct its hedging activities Counterparty hereby agrees that if, in connection with the Transaction in a manner that it believesgood faith reasonable judgment of Citi, based on its reasonable judgmentupon advice of counsel, will not require Counterparty to register under the Securities Act or any state securities laws the Shares (the “Hedge Shares”) acquired by Seller Citi for the purpose of hedging its obligations pursuant to the Transaction. In addition, Counterparty hereby agrees that if, in the reasonable judgment of Seller based on advice of counsel, the Hedge Shares Transaction cannot be sold in the U.S. public market by Seller Citi without registration under the Securities Act, Counterparty shall, at its election: (i) in order to allow Seller Citi to sell the Hedge Shares in a registered offering, use commercially reasonable efforts to make available to Seller Citi an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (aA) enter into an agreement, in form and substance satisfactory to Seller and CounterpartyCiti, substantially in the form of an underwriting agreement for a registered offering, (bB) provide accountant’s “comfort” letters in customary form for registered offerings of equity securities, (cC) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to SellerCiti, (dD) provide other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities and (eE) afford Seller Citi a reasonable opportunity to conduct a “due diligence” investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities registered for resalesecurities; provided, however, that if SellerCiti, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this Section paragraph shall applyapply at the election of Counterparty; or (ii) in order to allow Seller Citi to sell the Hedge Shares in a private placement, enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities by a publicly reporting company (if Counterparty is a publicly reporting company at such time) to institutional purchaserssecurities, in form and substance satisfactory to Seller and CounterpartyCiti, including reasonable and customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to SellerCiti, due diligence rights (for Seller Citi or any designated buyer of the Hedge Shares from SellerCiti), opinions and certificates and such other documentation as is customary for private placements agreements, all reasonably acceptable to Seller Citi (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that it determines are necessary necessary, in its reasonable judgment, to reflect an appropriate compensate Citi for any discount from the public market price of the Shares due incurred on the sale of Hedge Shares in a private placement); or (iii) purchase the Hedge Shares from Citi at the VWAP Price on such Exchange Business Days, and in the amounts, requested by Citi. “VWAP Price” means, on any Exchange Business Day, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page GET.N <equity> AQR (or any successor thereto) in respect of the period from 9:30 a.m. to 4:00 p.m. (New York City time) on such Exchange Business Day (or if such volume-weighted average price is unavailable, the lack market value of liquidity thereofone Share on such Exchange Business Day, as determined by the Calculation Agent using a volume-weighted method). This paragraph shall survive the termination, expiration or early unwind of the Transaction.

Disposition of Hedge Shares. Seller shall conduct its hedging activities Counterparty hereby agrees that if, in connection with the Transaction in a manner that it believesgood faith reasonable judgment of Citibank, based on its reasonable judgment, will not require Counterparty to register under the Securities Act or any state securities laws the Shares (the “"Hedge Shares”") acquired by Seller Citibank for the purpose of hedging its obligations pursuant to the Transaction. In addition, Counterparty hereby agrees that if, in the reasonable judgment of Seller based on advice of counsel, the Hedge Shares Transaction cannot be sold in the U.S. public market by Seller Citibank without registration under the Securities Act, Counterparty shall, at its election: (i) in order to allow Seller Citibank to sell the Hedge Shares in a registered offering, use commercially reasonable efforts to make available to Seller Citibank an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (aA) enter into an agreement, in form and substance satisfactory to Seller and CounterpartyCitibank, substantially in the form of an underwriting agreement for a registered offering, (bB) provide accountant’s “'s "comfort” " letters in customary form for registered offerings of equity securities, (cC) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to SellerCitibank, (dD) provide other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities and (eE) afford Seller Citibank a reasonable opportunity to conduct a “"due diligence” " investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities registered for resalesecurities; provided, however, that if SellerCitibank, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this Section paragraph shall applyapply at the election of Counterparty; or (ii) in order to allow Seller Citibank to sell the Hedge Shares in a private placement, enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities by a publicly reporting company (if Counterparty is a publicly reporting company at such time) to institutional purchaserssecurities, in form and substance satisfactory to Seller and CounterpartyCitibank, including reasonable and customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to SellerCitibank, due diligence rights (for Seller Citibank or any designated buyer of the Hedge Shares from Seller), opinions and certificates and such other documentation as is customary for private placements agreements, all reasonably acceptable to Seller (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that it determines are necessary to reflect an appropriate discount from the public market price of the Shares due to the lack of liquidity thereof).10

Disposition of Hedge Shares. Seller shall conduct its hedging activities Counterparty hereby agrees that if, in connection with the Transaction in a manner that it believesgood faith reasonable judgment of Dealer, based on its reasonable judgment, will not require Counterparty to register under the Securities Act or any state securities laws the Shares (the “Hedge Shares”) acquired by Seller Dealer or any of its affiliates (collectively for the purposes of this paragraph only, “Dealer”) for the purpose of hedging effecting a commercially reasonable hedge of its obligations pursuant to the Transaction. In addition, Counterparty hereby agrees that if, in the reasonable judgment of Seller based on advice of counsel, the Hedge Shares Transaction cannot be sold in the U.S. public market by Seller Dealer without registration under the Securities Act, Counterparty shall, at its election: (i) in order to allow Seller Dealer to sell the Hedge Shares in a registered offering, use commercially reasonable efforts to make available to Seller Dealer an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (aA) enter into an agreement, in form and substance satisfactory to Seller and CounterpartyDealer, substantially in the form of an underwriting agreement for a registered offeringoffering of its size and in Counterparty’s particular industry, (bB) provide accountant’s “comfort” letters in customary form for registered offerings of equity securities, (cC) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to SellerDealer, (dD) provide other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities of its size and in Counterparty’s particular industry and (eE) afford Seller Dealer a reasonable opportunity to conduct a “due diligence” investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities registered for resalesecurities; provided, however, that if SellerDealer, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this Section paragraph shall applyapply at the election of Counterparty; or (ii) in order to allow Seller Dealer to sell the Hedge Shares in a private placement, enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities by a publicly reporting company (if Counterparty is a publicly reporting company at such time) to institutional purchasersof its size and in Counterparty’s particular industry, in form and substance satisfactory to Seller and CounterpartyDealer, including reasonable and customary representations, covenants, blue sky and other governmental filings and/or registrationsregistrations (with best efforts to obtain any necessary consents), indemnities to SellerDealer, due diligence rights (for Seller Dealer or any designated buyer of the Hedge Shares from Seller), Dealer) and using best efforts to obtain any necessary opinions and certificates and such other documentation as is customary for private placements agreementsagreements for offerings of its size and in Counterparty’s particular industry, all commercially reasonably acceptable to Seller Dealer (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that it determines are necessary necessary, in its commercially reasonable determination, to reflect an appropriate compensate Dealer for any discount from the public market price of the Shares due incurred on the sale of Hedge Shares in a private placement); or (iii) purchase the Hedge Shares from Dealer at the VWAP Price on such Exchange Business Days, and in the amounts, as may be commercially reasonably requested by Dealer. “VWAP Price” means, on any Exchange Business Day, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “SUNE <equity> AQR” (or any successor thereto) in respect of the period from 9:30 a.m. to 4:00 p.m. (New York City time) on such Exchange Business Day (or if such volume-weighted average price is unavailable, or is, in the lack Calculation Agent’s reasonable discretion, erroneous, the market value of liquidity thereofone Share on such Exchange Business Day, as determined by the Calculation Agent using, if practicable, a volume-weighted method). This paragraph shall survive the termination, expiration or early unwind of the Transaction.

Disposition of Hedge Shares. Seller shall conduct its hedging activities Party B hereby agrees that if, in connection with the Transaction in a manner that it believesgood faith reasonable judgment of Party A or Issuer, based on its reasonable judgmentthe advice of counsel, will not require Counterparty to register under the Securities Act or any state securities laws the Shares (the “Hedge Shares”) acquired by Seller Party A for the purpose of hedging its obligations pursuant to the Transaction. In addition, Counterparty hereby agrees that if, in the reasonable judgment of Seller based on advice of counsel, the Hedge Shares Transaction cannot be sold in the U.S. public market by Seller Party A without registration under the Securities Act, Counterparty Party B shall, at its election: (i) in order to allow Seller Party A to sell the Hedge Shares in a registered offering, use commercially reasonable efforts to make available to Seller Party A an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (aA) enter into an agreement, in form and substance satisfactory to Seller and CounterpartyParty A, substantially in the form of an underwriting agreement for a registered offeringunderwritten follow-on offerings of equity securities of companies of comparable size, maturity and lines of business, (bB) provide accountant’s “comfort” letters in customary form for registered underwritten follow-on offerings of equity securitiessecurities of companies of comparable size, maturity and lines of business, (cC) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to SellerParty B as are customarily requested in connection with underwritten follow-on offers of equity securities of companies of comparable size, maturity and lines of business, (dD) provide other customary opinions, certificates and closing documents customary in form for registered offerings underwritten follow-on offers of equity securities of companies of comparable size, maturity and lines of business and (eE) afford Seller Party A a reasonable opportunity to conduct a “due diligence” investigation with respect to Counterparty Party B customary in scope for underwritten offerings follow-on offers of equity securities registered for resaleof companies of comparable size, maturity and lines of business; provided, however, that if SellerParty A, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) of this Section 8(c) shall apply; or provided that Party A has given the Party B reasonable notice of its determination and provided the Party B with reasonable opportunity to satisfy Party A’s concerns; (ii) in order to allow Seller Party A to sell the Hedge Shares in a private placement, placement enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities by a publicly reporting company (if Counterparty is a publicly reporting company at such time) to institutional purchasersof companies of comparable size, maturity and lines of business, in form LOWER CALL OPTION TRANSACTION and substance reasonably satisfactory to Seller and CounterpartyParty A, including reasonable and customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to SellerParty A, due diligence rights (for Seller Party A or any designated buyer of the Hedge Shares from SellerParty A), opinions and certificates and such other documentation as is customary for private placements agreements, all reasonably acceptable to Seller Party A (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that it determines are necessary necessary, in its reasonable judgment, to reflect an appropriate compensate Party A for any discount from the public market price of the Shares due to incurred on the lack sale of liquidity thereofHedge Shares in a private placement).