Common use of Net Share Settlement Clause in Contracts

Net Share Settlement. On any Settlement Date in respect of which Net Share Settlement applies, if the Cash Settlement Amount is a (i) positive number, Dealer shall deliver a number of Shares to Counterparty equal to the Net Share Settlement Shares, or (ii) negative number, Counterparty shall deliver a number of Shares to Dealer equal to the Net Share Settlement Shares; provided that, if Dealer determines in its reasonable judgment that it would be required to deliver Net Share Settlement Shares to Counterparty, Dealer may elect to deliver a portion of such Net Share Settlement Shares on one or more dates prior to the applicable Settlement Date. Net Share Settlement Shares: With respect to a Settlement Date, the absolute value of the Cash Settlement Amount divided by the Unwind Purchase Price, with the number of Shares rounded up in the event such calculation results in a fractional number. Unwind Period: The period from and including the first Exchange Business Day following the date Counterparty validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the second Scheduled Trading Day preceding such Settlement Date, subject to “Termination Settlement” as described in Paragraph 7(g) below. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Share Cap: Notwithstanding any other provision of this Confirmation, in no event will Counterparty be required to deliver to Dealer on any Settlement Date, whether pursuant to Physical Settlement, Net Share Settlement or any Private Placement Settlement, a number of Shares in excess of (i) two times the Initial Number of Shares, subject to adjustment from time to time in accordance with the provisions of this Confirmation or the Equity Definitions, minus (ii) the aggregate number of Shares delivered by Counterparty to Dealer hereunder prior to such Settlement Date. Adjustments: Method of Adjustment: Calculation Agent Adjustment. Section 11.2(e) of the Equity Definitions is hereby amended by deleting clauses (iii) and (v) thereof. For the avoidance of doubt, the declaration or payment of a cash dividend will not constitute a Potential Adjustment Event.

Net Share Settlement. On any Settlement Date in respect of which Net Share Settlement applies, if the Cash Settlement Amount is a (i) positive number, Dealer shall deliver a number of Shares to Counterparty equal to the Net Share Settlement Shares, or (ii) negative number, Counterparty shall deliver a number of Shares to Dealer equal to the Net Share Settlement Shares; provided that, if Dealer determines in its reasonable judgment that it would be required to deliver Net Share Settlement Shares to Counterparty, Dealer may elect to deliver a portion of such Net Share Settlement Shares on one or more dates prior to the applicable Settlement Date. Net Share Settlement Shares: With respect to a Settlement Date, the absolute value of the Cash Settlement Amount divided by the Unwind Purchase Price, with the number of Shares rounded up in the event such calculation results in a fractional number. Unwind Period: The period from and including the first Exchange Business Day following the date Counterparty validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the second Scheduled Trading Day preceding such Settlement Date, subject to “Termination Settlement” as described in Paragraph 7(g) below. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Share Cap: Notwithstanding any other provision of this Confirmation, in no event will Counterparty be required to deliver to Dealer on any Settlement Date, whether pursuant to Physical Settlement, Net Share Settlement or any Private Placement Settlement, a number of Shares in excess of 1.5 times (i) two times the Initial Number of Shares, subject to adjustment from time to time in accordance with the provisions of this Confirmation or the Equity Definitions, minus (ii) the aggregate number of Shares delivered by Counterparty to Dealer hereunder prior to such Settlement Date. Adjustments: Method of Adjustment: Calculation Agent Adjustment. Section 11.2(e) of the Equity Definitions is hereby amended by deleting clauses (iii) and (v) thereof. For the avoidance of doubt, the declaration or payment of a cash dividend will not constitute a Potential Adjustment Event.

Net Share Settlement. On any Settlement Date in respect of which If Net Share Settlement applies, on the Net Share Settlement Date, if the Cash Net Share Settlement Amount is greater than zero, Counterparty shall deliver a number of Shares equal to the Net Share Settlement Amount (irounded down to the nearest integer) positive numberto Dealer, and if the Net Share Settlement Amount is less than zero, Dealer shall deliver a number of Shares to Counterparty equal to the Net Share Settlement Shares, or (ii) negative number, Counterparty shall deliver a number of Shares to Dealer equal to the Net Share Settlement Shares; provided that, if Dealer determines in its reasonable judgment that it would be required to deliver Net Share Settlement Shares to Counterparty, Dealer may elect to deliver a portion of such Net Share Settlement Shares on one or more dates prior to the applicable Settlement Date. Net Share Settlement Shares: With respect to a Settlement Date, the absolute value of the Net Share Settlement Amount (rounded down to the nearest integer) to Counterparty, in either case, in accordance with Section 9.4 of the Equity Definitions, with the Net Share Settlement Date deemed to be a “Settlement Date” for purposes of such Section 9.4, and, in either case, plus cash in lieu of any fractional Shares included in the Net Share Settlement Amount but not delivered due to rounding required hereby, valued at the Settlement Price. Net Share Settlement Date: The date that follows the Valuation Date by one Settlement Cycle. Net Share Settlement Amount: For any Net Share Settlement, an amount equal to (i) the Forward Cash Settlement Amount divided by the Unwind Purchase Price, with the Settlement Price plus (ii) a number of Shares rounded up Shares, valued at the Settlement Price (determined as if, solely for purposes of this clause (ii), the reference to the phrase “on each Unwind Date during the Unwind Period relating to such Settlement” in the event such calculation results in a fractional number. Unwind Period: The period from and including the first Exchange Business Day following the date Counterparty validly elects Cash definition of “Settlement or Net Share Settlement Price” were instead deemed to refer, in respect of a Settlement Date through the second Scheduled Trading Day preceding such Settlement any relevant Forward Price Reduction Date, subject to the phrase “Termination Settlement” as described during a commercially reasonable period of time corresponding to the relevant Forward Price Reduction Date in Paragraph 7(g) below. Failure order to Deliver: Applicable if Dealer is required account for the related Forward Price Reduction Amount during such period”), equal to deliver Shares hereunder; otherwise, Not Applicable. Share Cap: Notwithstanding any other provision of this Confirmation, in no event will Counterparty be required to deliver to Dealer on any Settlement Date, whether pursuant to Physical Settlement, Net Share Settlement or any Private Placement Settlement, a number of Shares in excess of (i) two times the Initial Number of Shares, subject to adjustment from time to time in accordance with the provisions of this Confirmation or the Equity Definitions, minus (ii) the aggregate number of Shares delivered Unwind Adjustment Amount(s), if any, for the relevant Unwind Period, as determined by Counterparty to Dealer hereunder prior to such Settlement Date. Adjustments: Method of Adjustment: the Calculation Agent Adjustment. Section 11.2(e) of the Equity Definitions is hereby amended by deleting clauses (iii) and (v) thereof. For the avoidance of doubt, the declaration or payment of a cash dividend will not constitute a Potential Adjustment EventAgent.

Net Share Settlement. On any Settlement Date in respect of which If Net Share Settlement applies, on the Net Share Settlement Date, if the Cash Net Share Settlement Amount is greater than zero, Counterparty shall deliver a number of Shares equal to the Net Share Settlement Amount (irounded down to the nearest integer) positive numberto Dealer, and if the Net Share Settlement Amount is less than zero, Dealer shall deliver a number of Shares to Counterparty equal to the Net Share Settlement Shares, or (ii) negative number, Counterparty shall deliver a number of Shares to Dealer equal to the Net Share Settlement Shares; provided that, if Dealer determines in its reasonable judgment that it would be required to deliver Net Share Settlement Shares to Counterparty, Dealer may elect to deliver a portion of such Net Share Settlement Shares on one or more dates prior to the applicable Settlement Date. Net Share Settlement Shares: With respect to a Settlement Date, the absolute value of the Net Share Settlement Amount (rounded down to the nearest integer) to Counterparty, in either case, in accordance with Section 9.4 of the Equity Definitions, with the Net Share Settlement Date deemed to be a “Settlement Date” for purposes of such Section 9.4, and, in either case, plus cash in lieu of any fractional Shares included in the Net Share Settlement Amount but not delivered due to rounding required hereby, valued at the Settlement Price. Net Share Settlement Date: The date that follows the Valuation Date by one Settlement Cycle. Net Share Settlement Amount: For any Net Share Settlement, an amount equal to (i) the Forward Cash Settlement Amount divided by the Unwind Purchase Price, with the Settlement Price plus (ii) a number of Shares rounded up Shares, valued at the Settlement Price (determined as if, solely for purposes of this clause (ii), the reference to the phrase “on each Unwind Date during the Unwind Period relating to such Settlement” in the event definition of “Settlement Price” were instead deemed to refer, in respect of any relevant Forward Price Reduction Date, to the phrase “during a commercially reasonable period of time corresponding to the relevant Forward Price Reduction Date in order to account for the related Forward Price Reduction Amount during such calculation results in a fractional number. period”), equal to the aggregate Unwind Adjustment Amount(s), if any, for the relevant Unwind Period, as determined by the Calculation Agent. Forward Cash Settlement Amount: The period from and including Notwithstanding Section 8.5(c) of the first Exchange Business Day following Equity Definitions, the date Counterparty validly elects Forward Cash Settlement Amount for any Cash Settlement or Net Share Settlement in respect of a Settlement Date through the second Scheduled Trading Day preceding such Settlement Date, subject shall be equal to “Termination Settlement” as described in Paragraph 7(g) below. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Share Cap: Notwithstanding any other provision of this Confirmation, in no event will Counterparty be required to deliver to Dealer on any Settlement Date, whether pursuant to Physical Settlement, Net Share Settlement or any Private Placement Settlement, a number of Shares in excess of (i) two times the Initial Number number of Shares, subject to adjustment from time to time in accordance with the provisions of this Confirmation or the Equity Definitions, minus Settlement Shares for such Settlement multiplied by (ii) an amount equal to (A) the aggregate number of Shares delivered by Counterparty to Dealer hereunder prior to such Settlement DatePrice minus (B) the Relevant Forward Price. Adjustments: Method of Adjustment: Calculation Agent Adjustment. Section 11.2(e) of the Equity Definitions is hereby amended by deleting clauses (iii) and (v) thereof. For the avoidance of doubt, the declaration or payment of a cash dividend will not constitute a Potential Adjustment Event.Relevant

Net Share Settlement. On any Settlement Date in respect of which Net Share Settlement applies, if the Cash Settlement Amount is a (i) positive number, Dealer shall deliver a number of Shares to Counterparty equal to the Net Share Settlement Shares, or (ii) negative number, Counterparty shall deliver a number of Shares to Dealer equal to the Net Share Settlement Shares; provided that, if Dealer determines in its reasonable judgment that it would be required to deliver Net Share Settlement Shares to Counterparty, Dealer may elect to deliver a portion of such Net Share Settlement Shares on one or more dates prior to the applicable Settlement Date. Net Share Settlement Shares: With respect to a Settlement Date, the absolute value of the Cash Settlement Amount divided by the Unwind Purchase Price, with the number of Shares rounded up in the event such calculation results in a fractional number. Unwind Period: The period from and including the first Exchange Business Day following the date Counterparty validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the second Scheduled Trading Day preceding such Settlement Date, subject to “Termination Settlement” as described in Paragraph 7(g) below. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Share Cap: Notwithstanding any other provision of this Confirmation, in no event will Counterparty be required to deliver to Dealer on any Settlement Date, whether pursuant to Physical Settlement, Net Share Settlement or any Private Placement Settlement, a number of Shares in excess of (i) two 1.5 times the Initial Number of Shares, subject to adjustment from time to time in accordance with the provisions of this Confirmation or the Equity Definitions, Definitions minus (ii) the aggregate number of Shares delivered by Counterparty to Dealer hereunder prior to such Settlement Date. Adjustments: Method of Adjustment: Calculation Agent Adjustment. Section 11.2(e) of the Equity Definitions is hereby amended by deleting clauses (iii) and (v) thereof. For the avoidance of doubt, the declaration or payment of a cash dividend will not constitute a Potential Adjustment Event.

Net Share Settlement. On any Settlement Date in respect of which If Party B has specified Net Share Settlement appliesas the Method of Settlement, if the Cash Settlement Selling Agent shall sell, in accordance with the terms hereof, such number of Shares from the Principal Share Amount is a that will generate aggregate Net Proceeds equal to the sum of (i) positive numberthe Notional Amount, Dealer and (ii) the Net Interest Amount. If during the Final Reference Share Price Pricing Period Party A receives aggregate Net Proceeds equal to the sum of (i) the Notional Amount and (ii) the Net Interest Amount (which will reduce the amount due from Party B if the Net Interest Amount is negative) from the sale of a number of Shares that is less than the Principal Share Amount, on the relevant Settlement Date the Selling Agent shall deliver to Party B, a number of Shares equal to the excess of the Principal Share Amount less such number of Shares sold by the Selling Agent during such period (the "Party A Net Share Settlement Delivery"). If during the Final Reference Share Price Pricing Period the Selling Agent sells a number of Shares equal to the Principal Share Amount and Party A receives aggregate Net Proceeds from such sales in an amount that is less than the sum of (i) the Notional Amount and (ii) the Net Interest Amount, Party A shall notify Party B, through the Arranging Agent, of such fact, and by 4:30 p.m. New York time on the second Exchange Business Day following such notification Party B shall deliver a number of additional Shares (which Party A reasonably estimates is equal in value to the Shortfall (defined below)) (the aggregate number of additional Shares, delivered pursuant to this Net Share Settlement methodology, the "Party B Net Share Settlement Delivery") to the Selling Agent, which will be sold by the Selling Agent using the Offering Method determined pursuant to this Confirmation as described below (to the extent that such sales are required to generate aggregate Net Proceeds equal to the excess of (A) the sum of (i) the Notional Amount and (ii) the Net Interest Amount over (B) the aggregate Net Proceeds received by the Selling Agent from the sale of the Principal Share Amount (for purposes of determining the obligation of Party B in connection with Net Share Settlement, the term "Shortfall" at anytime and from time to time means the US Dollar amount by which the sum of (i) the Notional Amount plus (ii) the Net Interest Amount exceeds the aggregate Net Proceeds, if any, actually received from the sale of (i) all or a portion of the Number of Shares plus (ii) additional Shares delivered pursuant to the Party B Net Share Settlement Delivery)). The Selling Agent shall use its best efforts to sell only such additional Shares as shall generate aggregate Net Proceeds equal to the Shortfall and return the excess Shares, if any, to Party B. In the event the additional Shares delivered by Party B to the Selling Agent are sold for an amount that is less than the Shortfall, the Selling Agent shall notify Party B, through the Arranging Agent, of such fact and by 4:30 p.m. New York time on the second Exchange Business Day following such notification Party B shall deliver additional Shares to Counterparty Party A, through the Arranging Agent, and, subject to Party B's delivery of a Sale Revocation and Designation Notice (defined below) in connection with Physical Settlement (defined below), Party B shall continue to so deliver additional Shares upon notification until the aggregate Net Proceeds received by the Selling Agent from the sale of all such Shares delivered by Party B to Party A results in a Shortfall equal to zero; provided, however, that notwithstanding Party B's obligations set forth in Appendix A hereto, in the event that Party B is required pursuant to this paragraph to deliver additional Shares and is unable to deliver additional Shares which are at the time of delivery duly authorized, validly issued, fully paid and nonassessable and free of any liens, claims or encumbrances (except liens, claims or encumbrances pursuant to this Transaction), or Party B otherwise fails to deliver such additional Shares and such inability or failure continues for five Exchange Business Days (the "Net Share Settlement Incapacity Event"), such Net Share Settlement shall be deemed terminated and Party B shall be obligated to pay Party A within five Business Days from the date of the Net Share Settlement Shares, or (ii) negative number, Counterparty shall deliver a number of Shares to Dealer Incapacity Event an amount in cash equal to the amount of the Shortfall that has not been received from the sale of additional Shares as of the date of the Net Share Settlement Shares; provided that, if Dealer determines Incapacity Event and the Selling Agent shall deliver to Party B any additional Shares received in its reasonable judgment that it would be required to deliver respect of such Shortfall and not sold by the Selling Agent as of the date of the Net Share Settlement Shares to Counterparty, Dealer may elect to deliver a portion of such Net Share Settlement Shares on one or more dates prior to the applicable Settlement Date. Net Share Settlement Shares: With respect to a Settlement Date, the absolute value of the Cash Settlement Amount divided by the Unwind Purchase Price, with the number of Shares rounded up in the event such calculation results in a fractional number. Unwind Period: The period from and including the first Exchange Business Day following the date Counterparty validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the second Scheduled Trading Day preceding such Settlement Date, subject to “Termination Settlement” as described in Paragraph 7(g) below. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Share Cap: Notwithstanding any other provision of this Confirmation, in no event will Counterparty be required to deliver to Dealer on any Settlement Date, whether pursuant to Physical Settlement, Net Share Settlement or any Private Placement Settlement, a number of Shares in excess of (i) two times the Initial Number of Shares, subject to adjustment from time to time in accordance with the provisions of this Confirmation or the Equity Definitions, minus (ii) the aggregate number of Shares delivered by Counterparty to Dealer hereunder prior to such Settlement Date. Adjustments: Method of Adjustment: Calculation Agent Adjustment. Section 11.2(e) of the Equity Definitions is hereby amended by deleting clauses (iii) and (v) thereof. For the avoidance of doubt, the declaration or payment of a cash dividend will not constitute a Potential Adjustment Incapacity Event.

Net Share Settlement. On any Settlement Date in respect of which Net Share Settlement applies, if the Cash Settlement Amount is a (i) positive number, Dealer shall deliver a number of Shares to Counterparty equal to the Net Share Settlement Shares, or (ii) negative number, Counterparty shall deliver a number of Shares to Dealer equal to the Net Share Settlement Shares; provided that, if Dealer determines in its commercially reasonable judgment that it would be required to deliver Net Share Settlement Shares to Counterparty, Dealer may elect to deliver a portion of such Net Share Settlement Shares on one or more dates prior to the applicable Settlement Date. Net Share Settlement Shares: With respect to a Settlement Date, the absolute value of the Cash Settlement Amount divided by the Unwind Purchase Price, with the number of Shares rounded up in the event such calculation results in a fractional number. Unwind Period: The period from and including the first Exchange Business Day following the date Counterparty validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the second Scheduled Trading Day preceding such Settlement Date, subject to “Termination Settlement” as described in Paragraph 7(g) below. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Share Cap: Notwithstanding any other provision of this Confirmation, in no event will Counterparty be required to deliver to Dealer on any Settlement Date, whether pursuant to Physical Settlement, Net Share Settlement or any Private Placement Settlement, a number of Shares in excess of (i) two 1.5 times the sum of (x) the Initial Number of Shares and (y) the aggregate Additional Number of Shares, subject to adjustment from time to time in accordance with the provisions of this Confirmation or the Equity Definitions, Definitions minus (ii) the aggregate number of Shares delivered by Counterparty to Dealer hereunder prior to such Settlement Date. Adjustments: Method of Adjustment: Calculation Agent Adjustment. Section 11.2(e) of the Equity Definitions is hereby amended by deleting clauses clause (iii) thereof, and (vSection 11.2(e)(vii) thereofof the Equity Definitions is hereby amended by adding the words “that is within the Issuer’s control” immediately after the word “event”. For the avoidance of doubt, the declaration or payment of a cash dividend will not constitute a Potential Adjustment Event.

Net Share Settlement. On any Settlement Date in respect of which If Net Share Settlement applies, on the Net Share Settlement Date, if the Cash Net Share Settlement Amount is greater than zero, Counterparty shall deliver a number of Shares equal to the Net Share Settlement Amount (irounded down to the nearest integer) positive numberto Dealer, and if the Net Share Settlement Amount is less than zero, Dealer shall deliver a number of Shares to Counterparty equal to the Net Share Settlement Shares, or (ii) negative number, Counterparty shall deliver a number of Shares to Dealer equal to the Net Share Settlement Shares; provided that, if Dealer determines in its reasonable judgment that it would be required to deliver Net Share Settlement Shares to Counterparty, Dealer may elect to deliver a portion of such Net Share Settlement Shares on one or more dates prior to the applicable Settlement Date. Net Share Settlement Shares: With respect to a Settlement Date, the absolute value of the Net Share Settlement Amount (rounded down to the nearest integer) to Counterparty, in either case, in accordance with Section 9.4 of the Equity Definitions, with the Net Share Settlement Date deemed to be a “Settlement Date” for purposes of such Section 9.4, and, in either case, plus cash in lieu of any fractional Shares included in the Net Share Settlement Amount but not delivered due to rounding required hereby, valued at the Settlement Price. Net Share Settlement Date: The date that follows the Valuation Date by one Settlement Cycle. 766089616.3 Net Share Settlement Amount: For any Net Share Settlement, an amount equal to (i) the Forward Cash Settlement Amount divided by the Unwind Purchase Price, with the Settlement Price plus (ii) a number of Shares rounded up Shares, valued at the Settlement Price (determined as if, solely for purposes of this clause (ii), the reference to the phrase “on each Unwind Date during the Unwind Period relating to such Settlement” in the event such calculation results in a fractional number. Unwind Period: The period from and including the first Exchange Business Day following the date Counterparty validly elects Cash definition of “Settlement or Net Share Settlement Price” were instead deemed to refer, in respect of a Settlement Date through the second Scheduled Trading Day preceding such Settlement any relevant Forward Price Reduction Date, subject to the phrase “Termination Settlement” as described during a commercially reasonable period of time corresponding to the relevant Forward Price Reduction Date in Paragraph 7(g) below. Failure order to Deliver: Applicable if Dealer is required account for the related Forward Price Reduction Amount during such period”), equal to deliver Shares hereunder; otherwise, Not Applicable. Share Cap: Notwithstanding any other provision of this Confirmation, in no event will Counterparty be required to deliver to Dealer on any Settlement Date, whether pursuant to Physical Settlement, Net Share Settlement or any Private Placement Settlement, a number of Shares in excess of (i) two times the Initial Number of Shares, subject to adjustment from time to time in accordance with the provisions of this Confirmation or the Equity Definitions, minus (ii) the aggregate number of Shares delivered Unwind Adjustment Amount(s), if any, for the relevant Unwind Period, as determined by Counterparty to Dealer hereunder prior to such Settlement Date. Adjustments: Method of Adjustment: the Calculation Agent Adjustment. Section 11.2(e) of the Equity Definitions is hereby amended by deleting clauses (iii) and (v) thereof. For the avoidance of doubt, the declaration or payment of a cash dividend will not constitute a Potential Adjustment EventAgent.

Net Share Settlement. On any Settlement Date in respect of which Net Share Settlement applies, if the Cash number of Net Share Settlement Amount Shares is a (i) positive negative number, Dealer shall deliver a number of Shares to Counterparty equal to the absolute value of the Net Share Settlement Shares, or (ii) negative positive number, Counterparty shall deliver a number of Shares to Dealer equal to the Net Share Settlement Shares; provided that, that if Dealer determines in its reasonable good faith judgment that it would be required to deliver Net Share Settlement Shares to Counterparty, Dealer may elect to deliver a portion of such Net Share Settlement Shares on one or more dates prior to the applicable Settlement Date. Net Share Settlement Shares: With For any Settlement Date in respect of which Net Share Settlement applies, a number of Shares (rounded down to a the nearest integer) equal to (x)(a) the number of Settlement Shares for such Settlement Date, the absolute value of the Cash Settlement Amount divided by the Unwind Purchase Price, with minus (b) the number of Shares rounded up in Dealer actually purchases during the event Unwind Period for a total purchase price equal to the difference between (1) the product of (i) the average Forward Price over the period beginning on, and including, the date that is one Settlement Cycle following the first day of the applicable Unwind Period and ending on, and including, such calculation results in a fractional number. Settlement Date (calculated assuming no reduction to the Forward Price for any Forward Price Reduction Date that occurs during the Unwind Period: The period from and including , which is addressed in clause (2) below), minus USD [●], multiplied by (ii) the first Exchange Business Day following the date Counterparty validly elects Cash number of Settlement or Net Share Settlement in respect of a Settlement Date through the second Scheduled Trading Day preceding Shares for such Settlement Date, subject minus (2) the product of (i) the Forward Price Reduction Amount for any Forward Price Reduction Date that occurs during such Unwind Period, multiplied by (ii) the number of Shares with respect to “Termination Settlement” which Dealer has not unwound its hedge, including the settlement of such unwinds, as described of such Forward Price Reduction Date plus (y) cash in Paragraph 7(g) belowlieu of any fractional Shares included in such number of Net Share Settlement Shares] but not delivered due to the rounding required hereby, valued at the average price of Dealer’s purchases during the Unwind Period. Settlement Currency: USD. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Share Cap: Notwithstanding any other provision of this Confirmation, in no event will Counterparty be required to deliver to Dealer on any Settlement Date, whether pursuant to Physical Settlement, Net Share Settlement or any Private Placement Settlement, a number of Shares in excess of (i) two times the Initial Number of Shares, subject to adjustment from time to time in accordance with the provisions of this Confirmation or the Equity Definitions, minus (ii) the aggregate number of Shares delivered by Counterparty to Dealer hereunder prior to such Settlement DateInapplicable. Adjustments: Method of Adjustment: Calculation Agent Adjustment. Section 11.2(e) Notwithstanding anything in the 2002 Definitions to the contrary, the Calculation Agent may make an adjustment pursuant to Calculation Agent Adjustment to any one or more of the Equity Definitions is hereby amended by deleting clauses (iii) and (v) thereof. For the avoidance of doubtBase Amount, the declaration Forward Price and any other variable relevant to the settlement or payment terms of a cash dividend will not constitute a Potential Adjustment Eventthe Transaction.

Net Share Settlement. On any Settlement Date in respect of which If Net Share Settlement applies, on the Net Share Settlement Date, if the Cash Net Share Settlement Amount is greater than zero, Counterparty shall deliver a number of Shares equal to the Net Share Settlement Amount (irounded down to the nearest integer) positive numberto Dealer, and if the Net Share Settlement Amount is less than zero, Dealer shall deliver a number of Shares to Counterparty equal to the Net Share Settlement Shares, or (ii) negative number, Counterparty shall deliver a number of Shares to Dealer equal to the Net Share Settlement Shares; provided that, if Dealer determines in its reasonable judgment that it would be required to deliver Net Share Settlement Shares to Counterparty, Dealer may elect to deliver a portion of such Net Share Settlement Shares on one or more dates prior to the applicable Settlement Date. Net Share Settlement Shares: With respect to a Settlement Date, the absolute value of the Net Share Settlement Amount (rounded down to the nearest integer) to Counterparty, in either case, in accordance with Section 9.4 of the Equity Definitions, with the Net Share Settlement Date deemed to be a “Settlement Date” for purposes of such Section 9.4, and, in either case, plus cash in lieu of any fractional Shares included in the Net Share Settlement Amount but not delivered due to rounding required hereby, valued at the Settlement Price. Net Share Settlement Date: The date that follows the Valuation Date by one Settlement Cycle. Net Share Settlement Amount: For any Net Share Settlement, an amount equal to (i) the Forward Cash Settlement Amount divided by the Unwind Purchase Price, with the Settlement Price plus (ii) a number of Shares rounded up Shares, valued at the Settlement Price (determined as if, solely for purposes of this clause (ii), the reference to the phrase “on each Unwind Date during the Unwind Period relating to such Settlement” in the event such calculation results in a fractional number. Unwind Period: The period from and including the first Exchange Business Day following the date Counterparty validly elects Cash definition of “Settlement or Net Share Settlement Price” were instead deemed to refer, in respect of a Settlement Date through the second Scheduled Trading Day preceding such Settlement any relevant Forward Price Reduction Date, subject to “Termination Settlementthe phrase” as described during a commercially reasonable period of time corresponding to the relevant Forward Price Reduction Date in Paragraph 7(g) below. Failure order to Deliver: Applicable if Dealer is required account for the related Forward Price Reduction Amount during such period”), equal to deliver Shares hereunder; otherwise, Not Applicable. Share Cap: Notwithstanding any other provision of this Confirmation, in no event will Counterparty be required to deliver to Dealer on any Settlement Date, whether pursuant to Physical Settlement, Net Share Settlement or any Private Placement Settlement, a number of Shares in excess of (i) two times the Initial Number of Shares, subject to adjustment from time to time in accordance with the provisions of this Confirmation or the Equity Definitions, minus (ii) the aggregate number of Shares delivered Unwind Adjustment Amount(s), if any, for the relevant Unwind Period, as determined by Counterparty to Dealer hereunder prior to such Settlement Date. Adjustments: Method of Adjustment: the Calculation Agent Adjustment. Section 11.2(e) of the Equity Definitions is hereby amended by deleting clauses (iii) and (v) thereof. For the avoidance of doubt, the declaration or payment of a cash dividend will not constitute a Potential Adjustment EventAgent.

Net Share Settlement. On any Settlement Date in respect of which Net Share Settlement applies, if the Cash Settlement Amount is a (i) positive number, Dealer shall deliver a number of Shares to Counterparty equal to the Net Share Settlement Shares, or (ii) negative number, Counterparty shall deliver a number of Shares to Dealer equal to the Net Share Settlement Shares; provided that, if Dealer determines in its reasonable judgment that it would be required to deliver Net Share Settlement Shares to Counterparty, Dealer may elect to deliver a portion of such Net Share Settlement Shares on one or more dates prior to the applicable Settlement Date. Net Share Settlement Shares: With respect to a Settlement Date, the absolute value of the Cash Settlement Amount divided by the Unwind Purchase Price, with the number of Shares rounded up in the event such calculation results in a fractional number. Unwind Period: The period from and including the first Exchange Business Day following the date Counterparty validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the second Scheduled Trading Day preceding such Settlement Date, subject to “Termination Settlement” as described in Paragraph 7(g) below. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Share Cap: Notwithstanding any other provision of this Confirmation, in no event will Counterparty be required to deliver to Dealer on any Settlement Date, whether pursuant to Physical Settlement, Net Share Settlement or any Private Placement Settlement, a number of Shares in excess of (i) two times the Initial Number of Shares, subject to adjustment from time to time in accordance with the provisions of this Confirmation or the Equity Definitions, Definitions minus (ii) the aggregate number of Shares delivered by Counterparty to Dealer hereunder prior to such Settlement Date. Adjustments: Method of Adjustment: Calculation Agent Adjustment. Section 11.2(e) of the Equity Definitions is hereby amended by deleting clauses (iii) and (v) thereof. For the avoidance of doubt, the declaration or payment of a cash dividend will not constitute a Potential Adjustment Event.

Net Share Settlement. On any Settlement Date in respect of which If Net Share Settlement applies, on the Net Share Settlement Date, if the Cash Net Share Settlement Amount is greater than zero, Counterparty shall deliver a number of Shares equal to the Net Share Settlement Amount (irounded down to the nearest integer) positive numberto Dealer, and if the Net Share Settlement Amount is less than zero, Dealer shall deliver a number of Shares to Counterparty equal to the Net Share Settlement Shares, or (ii) negative number, Counterparty shall deliver a number of Shares to Dealer equal to the Net Share Settlement Shares; provided that, if Dealer determines in its reasonable judgment that it would be required to deliver Net Share Settlement Shares to Counterparty, Dealer may elect to deliver a portion of such Net Share Settlement Shares on one or more dates prior to the applicable Settlement Date. Net Share Settlement Shares: With respect to a Settlement Date, the absolute value of the Net Share Settlement Amount (rounded down to the nearest integer) to Counterparty, in either case, in accordance with Section 9.4 of the Equity Definitions, with the Net Share Settlement Date deemed to be a “Settlement Date” for purposes of such Section 9.4, and, in either case, plus cash in lieu of any fractional Shares included in the Net Share Settlement Amount but not delivered due to rounding required hereby, valued at the Settlement Price. Net Share Settlement Date: The date that follows the Valuation Date by one Settlement Cycle. Net Share Settlement Amount: For any Net Share Settlement, an amount equal to (i) the Forward Cash Settlement Amount divided by the Unwind Purchase Price, with the Settlement Price plus (ii) a number of Shares rounded up Shares, valued at the Settlement Price (determined as if, solely for purposes of this clause (ii), the reference to the phrase “on each Unwind Date during the Unwind Period relating to such Settlement” in the event definition of “Settlement Price” were instead deemed to refer, in respect of any relevant Forward Price Reduction Date, to the phrase “during a commercially reasonable period of time corresponding to the relevant Forward Price Reduction Date in order to account for the related Forward Price Reduction Amount during such calculation results in a fractional number. period”), equal to the aggregate Unwind Adjustment Amount(s), if any, for the relevant Unwind Period, as determined by the Calculation Agent. Forward Cash Settlement Amount: The period from and including Notwithstanding Section 8.5(c) of the first Exchange Business Day following Equity Definitions, the date Counterparty validly elects Forward Cash Settlement Amount for any Cash Settlement or Net Share Settlement in respect of a Settlement Date through the second Scheduled Trading Day preceding such Settlement Date, subject shall be equal to “Termination Settlement” as described in Paragraph 7(g) below. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Share Cap: Notwithstanding any other provision of this Confirmation, in no event will Counterparty be required to deliver to Dealer on any Settlement Date, whether pursuant to Physical Settlement, Net Share Settlement or any Private Placement Settlement, a number of Shares in excess of (i) two times the Initial Number number of Shares, subject to adjustment from time to time in accordance with the provisions of this Confirmation or the Equity Definitions, minus Settlement Shares for such Settlement multiplied by (ii) an amount equal to (A) the aggregate number of Shares delivered by Counterparty to Dealer hereunder prior to such Settlement Date. Adjustments: Method of Adjustment: Calculation Agent Adjustment. Section 11.2(ePrice minus (B) of the Equity Definitions is hereby amended by deleting clauses (iii) and (v) thereof. For the avoidance of doubt, the declaration or payment of a cash dividend will not constitute a Potential Adjustment EventRelevant Forward Price.

Net Share Settlement. On If Net Share Settlement is applicable to any Option exercised or deemed exercised hereunder, in lieu of the obligations set forth in Sections 8.1 and 9.1 of the Equity Definitions, Dealer will deliver to Counterparty, on the relevant Settlement Date for each such Option, an aggregate number of Shares and cash in lieu of fractional shares, if any, (the “Net Share Settlement Amount”) equal to the product of (x) the Applicable Percentage and (y) the number of Shares that Counterparty would be obligated to deliver to the “Holder(s)” (as defined in the Indenture) of the Relevant Convertible Notes converted on such Conversion Date pursuant to Section 12.01(d) of the Indenture and cash in lieu of fractional shares, if any, pursuant to Section 12.01(g) of the Indenture, as if Counterparty had elected to satisfy its conversion obligation in respect of which such Relevant Convertible Notes with a Specified Cash Amount equal to USD 1,000 per Relevant Convertible Note, notwithstanding any different Specified Cash Amount actually elected by Counterparty with respect to the settlement of such Relevant Convertible Notes, and determined on the basis of the applicable Conversion Period set forth opposite the caption “Conversion Period” below; provided that such obligation shall be determined excluding any Shares and/or cash that Counterparty is obligated to deliver to holder(s) of the Relevant Convertible Notes as a result of any adjustments to the “Conversion Rate” pursuant to Section 12.02(m) or Section 12.03 of the Indenture; and provided further that, with respect to any Settlement in Shares or Low Cash Combination Settlement, for any Option exercised or deemed exercised hereunder on a Conversion Date occurring on or after the Free Convertibility Date, in no event shall the Net Share Settlement applies, if the Cash Settlement Amount is a (i) positive number, Dealer shall deliver for any Option exceed a number of Shares to Counterparty equal to the Net Share Settlement Shares, or (ii) negative number, Counterparty shall deliver a number of Shares to Dealer equal to the Net Share Settlement Shares; provided that, if Dealer determines in its reasonable judgment that it would be required to deliver Net Share Settlement Shares to Counterparty, Dealer may elect to deliver a portion of Applicable Limit for such Net Share Settlement Shares on one or more dates prior to the applicable Settlement Date. Net Share Settlement Shares: With respect to a Settlement Date, the absolute value of the Cash Settlement Amount Option divided by the Unwind Purchase Price, with Applicable Limit Price on the number of Shares rounded up in settlement date for the event such calculation results in a fractional number. Unwind Period: The period from and including the first Exchange Business Day following the date Counterparty validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the second Scheduled Trading Day preceding such Settlement Date, subject to “Termination Settlement” as described in Paragraph 7(g) below. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Share Cap: Notwithstanding any other provision of this Confirmation, in no event will Counterparty be required to deliver to Dealer on any Settlement Date, whether pursuant to Physical Settlement, Net Share Settlement or any Private Placement Settlement, a number of Shares in excess of (i) two times the Initial Number of Shares, subject to adjustment from time to time in accordance with the provisions of this Confirmation or the Equity Definitions, minus (ii) the aggregate number of Shares delivered by Counterparty to Dealer hereunder prior Relevant Convertible Notes relating to such Settlement Date. Adjustments: Method of Adjustment: Calculation Agent Adjustment. Section 11.2(e) of the Equity Definitions is hereby amended by deleting clauses (iii) and (v) thereof. For the avoidance of doubt, the declaration or payment of a cash dividend will not constitute a Potential Adjustment EventOption.

Net Share Settlement. On any Settlement Date in respect of which Net Share Settlement applies, if the Cash Settlement Amount is a (i) positive i)positive number, Dealer shall deliver a number of Shares to Counterparty equal to the Net Share Settlement Shares, or (ii) negative ii)negative number, Counterparty shall deliver a number of Shares to Dealer equal to the Net Share Settlement Shares; provided that, if Dealer determines in its reasonable judgment that it would be required to deliver Net Share Settlement Shares to Counterparty, Dealer may elect to deliver a portion of such Net Share Settlement Shares on one or more dates prior to the applicable Settlement Date. Net Share Settlement Shares: With respect to a Settlement Date, the absolute value of the Cash Settlement Amount divided by the Unwind Purchase Price, with the number of Shares rounded up in the event such calculation results in a fractional number. Unwind Period: The period from and including the first Exchange Business Day following the date Counterparty validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the second Scheduled Trading Day preceding such Settlement Date, subject to “Termination Settlement” as described in Paragraph 7(g) below. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Share Cap: Notwithstanding any other provision of this Confirmation, in no event will Counterparty be required to deliver to Dealer on any Settlement Date, whether pursuant to Physical Settlement, Net Share Settlement or any Private Placement Settlement, a number of Shares in excess of (i) two times the Initial Number of Shares, subject to adjustment from time to time in accordance with the provisions of this Confirmation or the Equity Definitions, minus (ii) the aggregate number of Shares delivered by Counterparty to Dealer hereunder prior to such Settlement Date. Adjustments: Method of Adjustment: Calculation Agent Adjustment. Section 11.2(e) of the Equity Definitions is hereby amended by deleting clauses (iii) and (v) thereof. For the avoidance of doubt, the declaration or payment of a cash dividend will not constitute a Potential Adjustment Event.

Net Share Settlement. On the Net Share Settlement Date for any Settlement Date in respect of any Transaction to which Net Share Settlement appliesis applicable, if the Cash Net Share Settlement Amount for such Settlement is greater than zero, Counterparty shall deliver a number of Shares equal to such Net Share Settlement Amount (rounded down to the nearest integer) to Dealer, and if such Net Share Settlement Amount is a (i) positive numberless than zero, Dealer shall deliver a number of Shares to Counterparty equal to the Net Share Settlement Shares, or (ii) negative number, Counterparty shall deliver a number of Shares to Dealer equal to the Net Share Settlement Shares; provided that, if Dealer determines in its reasonable judgment that it would be required to deliver Net Share Settlement Shares to Counterparty, Dealer may elect to deliver a portion absolute value of such Net Share Settlement Shares on one or more dates prior Amount (rounded down to the applicable nearest integer) to Counterparty, in either case, in accordance with Section 9.4 of the Equity Definitions, with such Net Share Settlement Date deemed to be a “Settlement Date” for purposes of such Section 9.4, and, in either case, plus cash in lieu of any fractional Shares included in such Net Share Settlement Amount but not delivered due to rounding required hereby, valued at the Settlement Price. If, on any Net Share Settlement Date for any Transaction, the Shares to be delivered by Counterparty or Dealer hereunder upon Net Share Settlement are not so delivered (the “Net Share Deferred Shares”), and a Forward Price Reduction Date with respect to such Transaction occurs during the period from, and including, such Net Share Settlement Date to, but excluding, the date such Shares are actually delivered to such party, then the portion of the Net Share Settlement Shares for such Transaction deliverable by Dealer or Counterparty in respect of the Net Share Deferred Shares shall be adjusted by the Calculation Agent to reflect the occurrence of such Forward Price Reduction Amount for such Forward Price Reduction Date. Net Share Settlement SharesDate: With respect For any Settlement of any Transaction to a which Net Share Settlement Dateis applicable, the absolute value date that follows the Valuation Date for such Settlement by one Settlement Cycle. Net Share Settlement Amount: For any Settlement of any Transaction to which Net Share Settlement is applicable, an amount equal to the Forward Cash Settlement Amount for such Settlement divided by the Unwind Purchase Settlement Price, with the number of Shares rounded up in the event such calculation results in a fractional number. Unwind Period: The period from and including the first Exchange Business Day following the date Counterparty validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the second Scheduled Trading Day preceding such Settlement Date, subject to “Termination Settlement” as described in Paragraph 7(g) below. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Share Cap: Notwithstanding any other provision of this Confirmation, in no event will Counterparty be required to deliver to Dealer on any Settlement Date, whether pursuant to Physical Settlement, Net Share Settlement or any Private Placement Settlement, a number of Shares in excess of (i) two times the Initial Number of Shares, subject to adjustment from time to time in accordance with the provisions of this Confirmation or the Equity Definitions, minus (ii) the aggregate number of Shares delivered by Counterparty to Dealer hereunder prior to such Settlement Date. Adjustments: Method of Adjustment: Calculation Agent Adjustment. Section 11.2(e) of the Equity Definitions is hereby amended by deleting clauses (iii) and (v) thereof. For the avoidance of doubt, the declaration or payment of a cash dividend will not constitute a Potential Adjustment Event.

Net Share Settlement. On any Settlement Date in respect of which Net Share Settlement applies, if the Cash Settlement Amount is a (i) positive number, Dealer shall deliver a number of Shares to Counterparty equal to the Net Share Settlement Shares, or (ii) negative number, Counterparty shall deliver a number of Shares to Dealer equal to the Net Share Settlement Shares; provided that, if Dealer determines in its reasonable judgment that it would be required to deliver Net Share Settlement Shares to Counterparty, Dealer may elect to deliver a portion of such Net Share Settlement Shares on one or more dates prior to the applicable Settlement Date. Net Share Settlement Shares: With respect to a Settlement Date, the absolute value of the Cash Settlement Amount divided by the Unwind Purchase Price, with the number of Shares rounded up in the event such calculation results in a fractional number. Unwind Period: The period from and including the first Exchange Business Day following the date Counterparty validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the second Scheduled Trading Day preceding such Settlement Date, subject to “Termination Settlement” as described in Paragraph 7(g) below. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Share Cap: Notwithstanding any other provision of this Confirmation, in no event will Counterparty be required to deliver to Dealer on any Settlement Date, whether pursuant to Physical Settlement, Net Share Settlement or any Private Placement Settlement, a number of Shares in excess of (i) two 1.5 times the Initial Number of Shares, subject to adjustment from time to time in accordance with the provisions of this Confirmation or the Equity Definitions, Definitions minus (ii) the aggregate number of Shares delivered by Counterparty to Dealer hereunder prior to such Settlement Date. Adjustments: Method of Adjustment: Calculation Agent Adjustment. Section 11.2(e) of the Equity Definitions is hereby amended by deleting clauses (iii) and (v) thereof. For the avoidance of doubt, the declaration or payment of a cash dividend will not constitute a Potential Adjustment Event.: