Initial Share Price Clause Samples

Initial Share Price. 2.02(d) Initial Short Position...................... 2.02(d) Insolvency.................................. 6.03

Initial Share Price. USD63.1988 Trade Date: November 29, 1999

Initial Share Price. The weighted average of the Average Share Prices for all Valuation Dates occurring during the Initial Pricing Period or, if the last day of a Calculation Period shall occur prior to the completion of the Initial Pricing Period, the weighted average of the Average Share Price for all Valuation Dates occurring to and including the last day of the relevant Calculation Period.

Initial Share Price for each Set of Shares shall be the Debt Free/Cash Free Price for those Shares (i) minus the aggregate of the Estimated External Debt of the relevant Target Sub-Group and the Estimated Inter-Company Payables owed by the relevant Target Sub-Group (ii) plus the aggregate of the Estimated Cash of the relevant Target Sub-Group and the Estimated Inter-Company Receivables owed to the relevant Target Sub-Group. For the purpose of calculating each Initial Share Price, if any Estimated Inter-Company Debt owed between a Target Company and a member of the Seller Group is expressed in a currency other than Euros, it shall be converted into Euros at the Exchange Rate as at the date which is 2 clear Business Days before the date of providing the estimates as referred to in clause 2.3; Intangibles has the meaning given in paragraph 1 of Schedule 19;

Initial Share Price. The per Share amount equal to the volume-weighted average of the Share prices at which JPMorgan (or an affiliate of JPMorgan) establishes its initial hedge of the equity price risk undertaken by JPMorgan with respect to this Transaction by selling Shares in transactions conforming to the volume and manner-of-sale conditions described in Rule 144(e), (f) and (g) under the Securities Act of 1933, as amended (the “Securities Act”), at times and in amounts as determined by JPMorgan (or an affiliate of JPMorgan) in its sole discretion (the number of Shares comprising such hedge, the “Initial Hedge Position” and the period during which such establishment of JPMorgan’s Initial Hedge Position takes place, the “Hedging Period”). The Initial Share Price shall be set forth in the Supplemental Confirmation JPMorgan may in its sole discretion adjust the Number of Components and the Number of Options (to not less than zero) to the extent that JPMorgan is unable to hedge its initial market risk in respect of the stated Number of Options with respect to any Component.

Initial Share Price. [____________].