Common use of Merger Events Clause in Contracts

Merger Events. In respect of each Merger Event, UBS and the Issuer or the person formed by such consolidation or resulting from such merger or which acquired such assets or which acquires the Issuer’s Common Stock, as the case may be, shall negotiate in good faith to amend this Agreement to give appropriate effect to such transaction. In the event that the parties are unable to reach an agreement ten (10) Trading Days prior to the effective date of such transaction (the “Termination Date”), (i) the Execution Period shall terminate on the Termination Date, (ii) the Principal Account shall be reduced on such date by an amount equal to the product of (x) an amount equal to the cash and fair market value (as determined by the Issuer’s Board of Directors whose good faith determination shall be conclusive and binding) of the securities and/or property payable or distributable upon such transaction in respect of one share of Common Stock and (y) the number of Borrowed Shares as of such date, and (iii) the Settlement Amount shall be further adjusted by the Calculation Agent by the amount that the Calculation Agent reasonably determines in good faith to be UBS’s total losses and costs in connection with the early termination of this Agreement, including any loss of bargain, cost of funding, or loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position. If payment is required of Issuer in connection with a Merger Event, the Issuer shall have the right, in its sole discretion, to elect (the “Extraordinary Transaction Election”) to satisfy any such payment obligation by Net Share Settlement of this Transaction PROVIDED THAT, in connection with a “Share-for-Combined” Merger Event or “Share-for-Other” Merger Event, the Extraordinary Transaction Election is available to satisfy only the percentage of such payment obligation equal to the percentage of the non-cash consideration over the total Combined Consideration (in the case of a “Share-for-Combined” Merger Event) or total Other Consideration (in the case of a “Share-for-Other” Merger Event). The remaining percentage of such payment obligation must be satisfied in cash. The Issuer shall make any election to settle the Transaction by way of Net Share Settlement within two Trading Days of the Announcement Date but in any event not less than twenty Trading Days prior to the effective date of such merger.

Merger Events. In respect Applicable; provided that notwithstanding Section 12.1(b) of each the Equity Definitions, a “Merger Event” means the occurrence of any event or condition set forth in the definition of “Share Exchange Event” in Section 14.07 of the Indenture. Tender Offers: Applicable; provided that notwithstanding Section 12.1(d) of the Equity Definitions, UBS a “Tender Offer” means the occurrence of any event or condition set forth in Section 14.04(e) of the Indenture. Consequences of Merger Events/ Tender Offers: Notwithstanding Section 12.2 and Section 12.3 of the Issuer Equity Definitions, upon the occurrence of a Merger Event or a Tender Offer that is required under the person formed by terms of the Indenture to result in an adjustment to the terms of the Convertible Notes, the Calculation Agent shall make (A) a corresponding adjustment to any one or more of the nature of the Shares, Strike Price, Number of Options and Option Entitlement, in each case, to the extent an analogous adjustment would be made pursuant to the Indenture in connection with such consolidation Merger Event or resulting from such merger Tender Offer, or to the definitions of “Exchange”, “Relevant Price” and “Settlement Averaging Period” in this Confirmation and any other variable relevant to the exercise, settlement or payment for the Transaction, subject to the second paragraph under “Method of Adjustment” and (B) a proportionate adjustment to the Cap Price to the extent any adjustment is made to the Strike Price pursuant to clause (A) above (which acquired such assets or which acquires adjustment, for the Issuer’s Common Stock, as the case may beavoidance of doubt, shall negotiate in good faith to amend this Agreement to give appropriate effect to such transaction. In not prohibit the event that the parties are unable to reach an agreement ten (10) Trading Days prior Calculation Agent from making any further adjustments to the effective date of Cap Price in accordance with, and subject in all respects to, Section 9(x)); provided that in no event shall the Cap Price be less than the Strike Price; provided further that any such transaction (adjustment shall be made without regard to any adjustment to the “Termination Date”)Conversion Rate” (as defined in the Indenture) pursuant to any Excluded Provision. Notwithstanding the foregoing, if, with respect to a Merger Event or a Tender Offer, (i) the Execution Period shall terminate on consideration for the Termination DateShares includes (or, at the option of a holder of Shares, may include) shares of an entity or person that is not a corporation or is not organized under the laws of the United States, any State thereof or the District of Columbia or (ii) the Principal Account Counterparty to the Transaction following such Merger Event or Tender Offer will not be a corporation or will not be either (A) the Issuer following such Merger Event or Tender Offer or (B) a wholly owned subsidiary of the Issuer (1) that is a corporation organized under the laws of the United States, any State thereof or the District of Columbia, (2) whose obligations under the Transaction are fully and unconditionally guaranteed by the Issuer and (3) with respect to which the Calculation Agent determines that treating such wholly owned subsidiary as the Counterparty will not have a material adverse effect on Dealer’s rights or obligations hereunder, Dealer’s hedging activities, or the costs of engaging in any of the foregoing, then, in either case, Cancellation and Payment (Calculation Agent Determination) may apply at Dealer’s sole reasonable election; provided that Dealer shall consult with Counterparty prior to declaring an Early Termination Date with respect to the Transaction unless Dealer reasonably determines, after using good faith efforts to consult with Counterparty on a non-binding basis (it being understood that Dealer may condition such consultation on Counterparty making the representation in Section 8(f) hereof in writing and Dealer shall not be obligated to consult with Counterparty if such consultation would have an adverse impact on Dealer under this Transaction), that it is impracticable or inappropriate to preserve the Transaction. For the avoidance of doubt, the foregoing provisions will apply regardless of whether any Merger Event or Tender Offer gives rise to an Early Conversion. Consequences of Announcement Events: Modified Calculation Agent Adjustment as set forth in Section 12.3(d) of the Equity Definitions; provided that, in respect of an Announcement Event, (w) references to “Tender Offer” shall be reduced on replaced by references to “Announcement Event” and references to “Tender Offer Date” shall be replaced by references to “date of such date by an amount equal to the product of Announcement Event”, (x) an amount equal to the cash and fair market value phrase “exercise, settlement, payment or any other terms of the Transaction (including, without limitation, the spread)” shall be replaced with the phrase “Cap Price (provided that in no event shall the Cap Price be less than the Strike Price)”, (y) the words “whether within a commercially reasonable period of time (as determined by the Issuer’s Board of Directors whose good faith determination Calculation Agent) prior to or after the Announcement Event” shall be conclusive inserted prior to the word “which” in the seventh line, and binding(z) for the avoidance of doubt, the securities Calculation Agent shall determine whether the relevant Announcement Event has had a material economic effect on the Transaction (and, if so, shall adjust the Cap Price accordingly to account for such economic effect) on one or more occasions on or after the date of such Announcement Event up to, and including, the Expiration Date, any Early Termination Date and/or property payable or distributable upon such transaction any other date of cancellation, it being understood that any adjustment in respect of one share an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event and any adjustment in respect of Common Stock and (y) the number of Borrowed Shares as of such date, and (iii) the Settlement Amount an Announcement Event hereunder shall be further adjusted by without duplication in respect of any other adjustment or cancellation valuation made pursuant to the Calculation Agent by Equity Definitions or hereunder. An Announcement Event shall be an “Extraordinary Event” for purposes of the amount that the Calculation Agent reasonably determines in good faith to be UBS’s total losses and costs in connection with the early termination of this Agreement, including any loss of bargain, cost of funding, or loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position. If payment is required of Issuer in connection with a Merger Event, the Issuer shall have the right, in its sole discretionEquity Definitions, to elect (the “Extraordinary Transaction Election”) to satisfy any such payment obligation by Net Share Settlement of this Transaction PROVIDED THAT, in connection with a “Share-for-Combined” Merger Event or “Share-for-Other” Merger Event, the Extraordinary Transaction Election is available to satisfy only the percentage of such payment obligation equal to the percentage which Article 12 of the non-cash consideration over the total Combined Consideration (in the case of a “Share-for-Combined” Merger Event) or total Other Consideration (in the case of a “Share-for-Other” Merger Event). The remaining percentage of such payment obligation must be satisfied in cash. The Issuer shall make any election to settle the Transaction by way of Net Share Settlement within two Trading Days of the Announcement Date but in any event not less than twenty Trading Days prior to the effective date of such mergerEquity Definitions is applicable.

Merger Events. In respect of each Merger Event, UBS and the Issuer or the person formed by such consolidation or resulting from such merger or which acquired such assets or which acquires the Issuer’s Common Stock, as the case may be, shall negotiate in good faith to amend this Agreement to give appropriate effect to such transaction. In the event that the parties are unable to reach an agreement ten (10a) Trading Days prior to the effective date of such transaction (the “Termination Date”), (i) the Execution Period shall terminate on the Termination Date, (ii) the Principal Account shall be reduced on such date by an amount equal to the product of (x) an amount equal to the cash and fair market value (as determined by the Issuer’s Board of Directors whose good faith determination shall be conclusive and binding) of the securities and/or property payable or distributable upon such transaction in respect of one share of Common Stock and (y) the number of Borrowed Shares as of such date, and (iii) the Settlement Amount shall be further adjusted by the Calculation Agent by the amount that the Calculation Agent reasonably determines in good faith to be UBS’s total losses and costs in connection with the early termination of this Agreement, including any loss of bargain, cost of funding, or loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position. If payment is required of Issuer in connection with a Merger Event, the Issuer Buyer shall have the right, in its sole discretion, to elect (upon becoming aware of the “Extraordinary Transaction Election”) to satisfy occurrence of any such payment obligation by Net Share Settlement of this Transaction PROVIDED THAT, in connection with a “Share-for-Combined” Share Merger Event or “with respect to any Company that is the issuer of the Common Stock that is the subject of any Transaction hereunder, to notify Seller that the number of New Shares to which a holder of shares of such Common Stock equal to each Base Amount with respect to such Transaction would be entitled upon consummation of the Share-for-OtherShare Merger Event will be deemed the “Base Amount” Merger Eventfor the applicable Maturity Date and the New Shares and their issuer will be deemed the “Common Stock” and the “Company” for such Transaction, respectively, and that the Calculation Agent will make corresponding adjustments, if any, to any one or more of any Base Amount, any Settlement Ratio, the Extraordinary Threshold Appreciation Price, the Downside Protection Threshold Price, any Closing Price and any other variable relevant to the exercise, settlement or payment terms of each such Transaction Election is available contemplated hereby. Notwithstanding the above, the Calculation Agent will determine if any such Merger Event adjustment affects the theoretical value of any such Transaction, and if so, may in its sole discretion make an adjustment to satisfy only any one or more of any Base Amount, any Settlement Ratio, the percentage Threshold Appreciation Price, the Downside Protection Threshold Price, any Closing Price and any other variable relevant to the exercise, settlement or payment terms of such payment obligation equal Transaction to reflect the percentage characteristics (including, without limitation, the volatility, dividend practice and policy and liquidity) of the non-cash consideration over New Shares. Any adjustment made pursuant to this paragraph will be effective as of the total Combined Consideration date determined by the Calculation Agent. (in b) Buyer shall have the case right, upon becoming aware of the occurrence of any Merger Event with respect to any Company that is the issuer of the Common Stock that is the subject of any Transaction hereunder that is not a “Share-for-Combined” Share Merger Event) or total Other Consideration (in the case of a “Share-for-Other” Merger Event). The remaining percentage , to notify Seller of such payment obligation must be satisfied in cash. The Issuer event and terminate each such Transaction and the related Transaction Confirmation, following which Seller shall make any election a payment to settle the Transaction by way of Net Share Settlement within two Trading Days of the Announcement Date but Buyer as provided in any event not less than twenty Trading Days prior to the effective date of such mergerSection 7.04.

Merger Events. In respect of each Merger Event, UBS and the Issuer or the person formed by such consolidation or resulting from such merger or which acquired such assets or which acquires the Issuer’s 's Common Stock, as the case may be, shall negotiate in good faith to amend this Agreement to give appropriate effect to such transaction. In the event that the parties are unable to reach an agreement ten (10) Trading Days prior to the effective date of such transaction (the “Termination Date”), (i) the Execution Period shall terminate on the Termination Date, (ii) the Principal Account shall be reduced on such date by an amount equal to the product of (x) an amount equal to the cash and fair market value (as determined by the Issuer’s 's Board of Directors whose good faith determination shall be conclusive and binding) of the securities and/or property payable or distributable upon such transaction in respect of one share of Common Stock and (y) the number of Borrowed Shares as of such date, and (iii) the Settlement Amount shall be further adjusted by the Calculation Agent by the amount that the Calculation Agent reasonably determines in good faith to be UBS’s total losses and costs in connection with the early termination of this Agreement, including Agreement resulting from any loss of bargain, cost of funding, or loss or cost option value incurred as a result of its terminating, liquidating, obtaining changes in the volatility of the Shares and to recover all UBS Termination Costs. UBS Termination Cost means the amount equal to the total purchase price paid by UBS for the Shares of Common Stock purchased by UBS to terminate or reestablishing liquidate any hedge long or related short trading positionposition in the Shares. If payment is required of Issuer in connection with a Merger Event, the Issuer shall have the right, in its sole discretion, to elect (the “Extraordinary Transaction Election”) to satisfy any such payment obligation by Net Share Settlement of this Transaction PROVIDED THAT, in connection with a “Share-for-Combined” Merger Event or “Share-for-Other” Merger Event, the Extraordinary Transaction Election is available to satisfy only the percentage of such payment obligation equal to the percentage of the non-cash consideration over the total Combined Consideration (in the case of a “Share-for-Combined” Merger Event) or total Other Consideration (in the case of a “Share-for-Other” Merger Event). The remaining percentage of such payment obligation must be satisfied in cash. The Issuer shall make any election to settle the Transaction by way of Net Share Settlement within two Trading Days of the Announcement Date but in any event not less than twenty Trading Days prior to the effective date of such merger.

Merger Events. In respect (a) If a Share-for-Share-Merger Event or a Share-for-Combined Merger Event shall occur, then, (i) effective as of each the Merger Date for such Merger Event, UBS with respect to each Tranche, (A) the number of New Shares to which a holder of a number of shares of Common Stock equal to the Base Amount for such Tranche would be entitled upon consummation of such Merger Event will be deemed the "Base Amount" for such Tranche, (B) the New Shares and their issuer will be deemed the "Common Stock" and the Issuer or "Issuer", respectively, and (C) the person formed by Calculation Agent will make appropriate adjustments, if any, on account of such consolidation or resulting Merger Event (including, without limitation, adjustments on account of changes in volatility of the Common Stock during the period from the date of the first public announcement of such merger or which acquired such assets or which acquires the Issuer’s Common Stock, as the case may be, shall negotiate in good faith to amend this Agreement to give appropriate effect to such transaction. In the event that the parties are unable to reach an agreement ten (10) Trading Days prior Merger Event to the effective date Merger Date based on models that are customary for leading equity derivatives dealers) to any one or more of the Base Amount for each Tranche, the Settlement Ratio for each Tranche, the Upside Limit for each Tranche, the Hedged Value for each Tranche, any Closing Price and any other variable relevant to the exercise, settlement or payment terms of each Tranche; and (ii) if the consideration received by holders of Common Stock includes Other Consideration, Seller shall make a cash payment, by wire transfer of immediately available funds to an account designated by Buyer, to Buyer on the Merger Date for such transaction Merger Event in an amount equal to the Acceleration Value for such Tranche (the “Termination Date”calculated, for purposes of this Section 6.02(a)(ii), (iA) as if (1) the Execution Period shall terminate on Termination Date for such Tranche were the Termination Date, Acceleration Date for such Tranche and (ii2) the Principal Account shall be reduced on Base Amount for such date by an amount Tranche were equal to the product of (x) an amount equal the Base Amount immediately prior to the cash and fair market value (as determined by the Issuer’s Board consummation of Directors whose good faith determination shall be conclusive and binding) of the securities and/or property payable or distributable upon such transaction in respect of one share of Common Stock Merger Event and (y) the number percentage of Borrowed Shares the value of the consideration received by holders of Common Stock represented by the Other Consideration, as of such datedetermined by the Calculation Agent, and (iiiB) on the Settlement Amount shall be further adjusted by basis of, in addition to the Calculation Agent by factors indicated in Section 7.01, a value ascribed to the amount that Common Stock equal to the Calculation Agent reasonably determines Other Consideration, if any, paid in good faith to be UBS’s total losses and costs in connection with respect of the early termination Common Stock at the time of this Agreement, including any loss of bargain, cost of funding, or loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position. such Merger Event). (b) If payment is required of Issuer in connection with a Merger Event (other than a Share-for-Share Merger Event or a Share-for-Combined Merger Event) shall occur, the Issuer Buyer shall have the right, in its sole discretion, to elect (upon becoming aware of the “Extraordinary Transaction Election”) to satisfy any occurrence of such payment obligation by Net Share Settlement of this Transaction PROVIDED THAT, in connection with a “Share-for-Combined” Merger Event or “Share-for-Other” Merger Event, the Extraordinary Transaction Election is available to satisfy only the percentage notify Seller of such payment obligation equal to the percentage of the non-cash consideration over the total Combined Consideration (in the case of a “Share-for-Combined” Merger Event) or total Other Consideration (in the case of a “Share-for-Other” Merger Event). The event and terminate each remaining percentage of such payment obligation must be satisfied in cash. The Issuer Tranche, following which Seller shall make any election payment to settle the Transaction by way of Net Share Settlement within two Trading Days of the Announcement Date but Buyer as provided in any event not less than twenty Trading Days prior to the effective date of such mergerSection 6.04.

Merger Events. In respect of each Merger Event, UBS and the Issuer or the person formed by such consolidation or resulting from such merger or which acquired such assets or which acquires the Issuer’s 's Common Stock, as the case may be, shall negotiate in good faith to amend this Agreement to give appropriate effect to such transaction. In the event that the parties are unable to reach an agreement ten (10) Trading Days prior to the effective date of such transaction (the “Termination Date”), (i) the Execution Period shall terminate on the Termination Date, (ii) the Principal Account shall be reduced on such date by an amount equal to the product of (x) an amount equal to the cash and fair market value (as determined by the Issuer’s Is xxxx'x Board of Directors whose good faith determination shall be conclusive and binding) of the securities and/or property payable or distributable upon such transaction in respect of one share of Common Stock and (y) the number of Borrowed Shares as of such date, and (iii) the Settlement Amount shall be further adjusted by the Calculation Agent by the amount that the Calculation Agent reasonably determines in good faith to be UBS’s total losses and costs in connection with the early termination of this Agreement, including any loss of bargainoption value, cost of funding, or loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading positionposition contemplated by this Agreement. The Calculation Agent shall respond promptly to all questions raised by the Is xxxx relating to such calculations. If the Is xxxx objects to the adjustments, the Is xxxx shall promptly notify the Calculation Agent and UBS, and the Issuer and the UBS agree to use their good faith best efforts to reach an agreement as to such Settlement Amount. In the further event that the Issuer and UBS are not able to reach an agreement, the Is xxxx and UBS shall appoint a third party with sufficient expertise to determine the calculation of adjustment and such calculations shall be performed in good faith and in a commercially reasonable manner and shall be binding on all parties. The fees and expenses of such expert shall be shared equally by the Issuer and UBS. If payment is required of by Issuer or by UBS to the Issuer in connection with a Merger Event, the Issuer shall have the right, in its sole discretion, to elect (the “Extraordinary Transaction Election”) to satisfy satisfy, or have UBS satisfy, any such payment obligation by Net Share Settlement of this Transaction PROVIDED THAT, in connection with a “Share-for-Combined” Merger Event or “Share-for-Other” Merger Event, the Extraordinary Transaction Election is available to satisfy only the percentage of such payment obligation equal to the percentage of the non-cash consideration over the total Combined Consideration (in the case of a “Share-for-Combined” Merger Event) or total Other Consideration (in the case of a “Share-for-Other” Merger Event). The remaining percentage of such payment obligation must be satisfied in cashthe same form of consideration that the holders of Common Stock are receiving in such Merger Event. The Issuer Is xxxx shall make any election to settle the Transaction by way of Net Share Settlement within two Trading Days of the Announcement Date but in any event not less than twenty Trading Days prior to the effective date of such merger.

Merger Events. In respect of each Merger Event, UBS and the Issuer or the person formed by such consolidation or resulting from such merger or which acquired such assets or which acquires the Issuer’s Common Stock, as the case may be, shall negotiate in good faith to amend this Agreement to give appropriate effect to such transaction. [In the event that the parties are unable to reach an agreement ten (10) Trading Days prior to the effective date of such transaction (the “Merger Event Termination Date”), (i) the Execution Period shall terminate on the Merger Event Termination Date, (ii) the Principal Account shall be reduced on such date by an amount equal to the product of (x) an amount equal to the cash and fair market value (as determined by the Issuer’s Board of Directors whose good faith determination shall be conclusive and binding) of the securities and/or property payable or distributable upon such transaction in respect of one share of Common Stock and (y) the number of Borrowed Shares as of such date, and (iii) the Settlement Amount shall be further adjusted by the Calculation Agent by the amount that the Calculation Agent reasonably determines in good faith to be UBS’s total losses and costs in connection with the early termination of this Agreement, including any loss of bargainoption value, cost of funding, or loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position. If payment is required of Issuer in connection with a Merger Event, the Issuer shall have the right, in its sole discretion, to elect (the “Extraordinary Transaction Election”) to satisfy any such payment obligation by Net Share Settlement of this Transaction PROVIDED THAT, in connection with a “Share-for-Combined” Merger Event or “Share-for-Other” Merger Event, the Extraordinary Transaction Election is available to satisfy only the percentage of such payment obligation equal to the percentage of the non-cash consideration over the total Combined Consideration (in the case of a “Share-for-Combined” Merger Event) or total Other Consideration (in the case of a “Share-for-Other” Merger Event). The remaining percentage of such payment obligation must be satisfied in cash. The Issuer shall make any election to settle the Transaction by way of Net Share Settlement within two Trading Days of the Announcement Date but in any event not less than twenty Trading Days prior to the effective date of such merger.

Merger Events. In respect of each Merger Event, UBS and the Issuer or the person formed by such consolidation or resulting from such merger or which acquired such assets or which acquires the Issuer’s 's Common Stock, as the case may be, shall negotiate in good faith to amend this Agreement to give appropriate effect to such transaction. In the event that the parties are unable to reach an agreement ten (10) Trading Days prior to the effective date of such transaction (the “Termination Date”), (i) the Execution Period shall terminate on the Termination Date, (ii) the “Number of Shares” with respect to any Tranche for which a Last Averaging Date has not yet been determined shall be deemed to be “Adjusted Number of Shares” for purposes of Section 3(a)(i), (iii) the “Last Averaging Date” with respect to any Tranche for which a Last Averaging Date has not yet been determined shall be deemed to be the Termination Date for purposes of Section 3(a)(i), (iv) the Principal Account as calculated in Section 3(a)(i) shall be further reduced on such date by an amount equal to the product of (x) an amount equal to the cash and fair market value (as determined by the Issuer’s 's Board of Directors whose good faith determination shall be conclusive and binding) of the securities and/or property payable or distributable upon such transaction in respect of one share of Common Stock and (y) the number of Borrowed Shares Assumed Short Position as of such date, and (iiiv) the Settlement Amount shall may be further adjusted by the Calculation Agent by the amount that the Calculation Agent reasonably determines in good faith to be UBS’s total losses and costs in connection with the early termination of this AgreementAgreement resulting solely from changes in the volatility of the Shares and to recover the Merger Consideration. “Merger Consideration” means the product of (i) an amount equal to the fair market value (as determined by the Issuer's Board of Directors whose good faith determination shall be conclusive and binding) of the securities and/or property payable or distributable upon such transaction in respect of one share of Common Stock on the closing date of the Merger Event, including any loss of bargain, cost of funding, or loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading positionand (ii) the Assumed Short Position. If payment is required of Issuer in connection with a Merger Event, the Issuer shall have the right, in its sole discretion, to elect (the “Extraordinary Transaction Election”) to satisfy any such payment obligation by Net Share Settlement of this Transaction PROVIDED THAT, in connection with a “Share-for-Combined” Merger Event or “Share-for-Other” Merger Event, the Extraordinary Transaction Election is available to satisfy only the percentage of such payment obligation equal to the percentage of the non-cash consideration over the total Combined Consideration (in the case of a “Share-for-Combined” Merger Event) or total Other Consideration (in the case of a “Share-for-Other” Merger Event). The remaining percentage of such payment obligation must be satisfied in cash. The Issuer shall make any election to settle the Transaction by way of Net Share Settlement within two Trading Days of the Announcement Date but in any event not less than twenty Trading Days prior to the effective date of such merger.