Common use of Other Dilution Adjustments Clause in Contracts

Other Dilution Adjustments. If (x) any corporate event occurs having a dilutive or concentrative effect on the theoretical value of the Common Stock (other than any cash dividend but including, without limitation, a spin-off, a stock split, reorganization, rights offering or recapitalization), or (y) as a result of the definition of Trading Day (whether because of a suspension of transactions pursuant to Section 4.02 or otherwise), any day that would otherwise be a Trading Day during the Contract Period is not a Trading Day or on such Trading Day, pursuant to Section 4.02, the Seller effects transactions with respect to shares of Common Stock at a volume lower than originally anticipated (as determined in a commercially reasonable manner by the Seller) with respect to this Transaction, or (z) as a result of market conditions, the Seller incurs additional costs in connection with maintaining its hedge position with respect to this Transaction resulting from the insufficient availability of stock lenders willing and able to lend shares of Common Stock with a borrow cost not significantly greater than the cost as of the date hereof and otherwise on terms consistent with those as of the date hereof, then in any such case, the Calculation Agent shall make corresponding adjustments with respect to any variable relevant to the terms of the Transaction, as the Calculation Agent determines appropriate in its commercially reasonable discretion to preserve the fair value of the Transaction, and shall determine the effective date of such adjustment and shall notify the Purchaser and the Seller of such adjustment, and shall provide, upon request, a schedule setting forth in reasonable detail the basis of such adjustment.

Other Dilution Adjustments. If (x) any corporate event occurs as a direct result of an action by the Purchaser having a dilutive or concentrative effect on the theoretical value of the Common Stock (other than any cash dividend but including, without limitation, a spin-off, a stock split, stock or other dividend or distribution, reorganization, rights offering or recapitalization), or (y) as a result of the definition of Trading Day (whether because of a suspension of transactions pursuant to Section 4.02 or otherwise), any day that would otherwise be a Trading Day during the Contract Period is not a Trading Day or on such Trading Day, pursuant to Section 4.02, the Seller effects transactions with respect to shares of Common Stock at a volume lower than originally anticipated (as determined in a commercially reasonable manner by the Seller) with respect to this Transaction, or (z) as a result of market conditions, the Seller incurs additional costs in connection with maintaining its hedge position with respect to this Transaction resulting from the insufficient availability of stock lenders willing and able to lend shares of Common Stock with a borrow cost not significantly greater than the cost as of the date hereof and otherwise on terms consistent with those as of the date hereof50 basis points per annum, then in any such case, the Calculation Agent shall make corresponding corresponding, commercially reasonable adjustments with respect to any variable relevant to the terms of the TransactionTransaction (but without duplication of any adjustment made with respect thereto pursuant to Section 4.02), as the Calculation Agent determines appropriate determines, in its commercially reasonable discretion judgment, appropriate to preserve the fair value of the TransactionTransaction to the Seller, and shall determine determine, in its commercially reasonable judgment, the effective date of such adjustment and adjustment. The Seller shall notify the Purchaser and of the Seller exercise of the Seller’s rights pursuant to this Section 8.02 upon such adjustment, and shall provideexercise and, upon request, shall provide the Purchaser with a schedule setting forth in reasonable detail the basis of any adjustment made to the Transaction pursuant to this Section 8.02 (it being understood that the Seller shall not be obligated to disclose any proprietary models used by it for purposes of determining such adjustment).

Other Dilution Adjustments. If (x) any corporate event occurs having a dilutive or concentrative effect on the theoretical value of the Common Stock (other than any cash dividend an Extraordinary Cash Dividend or an Ordinary Cash Dividend but including, without limitation, a spin-off, a stock split, stock or other dividend or distribution, reorganization, rights offering or recapitalization), or (y) as a result of the definition of Trading Day (whether because of a suspension of transactions pursuant to Section 4.02 or otherwise), any day that would otherwise be a Trading Day during the Contract Period is not a Trading Day or on such Trading Day, pursuant to Section 4.02, the Seller effects transactions with respect to shares of Common Stock at a volume lower than originally anticipated (as determined in a commercially reasonable manner by the Seller) with respect to this Transaction, Transaction or (z) as a result of market conditions, the Seller incurs additional costs in connection with maintaining its hedge position with respect to this Transaction resulting from the insufficient availability of stock lenders willing and able to lend shares of Common Stock with a borrow cost not significantly greater than the cost as of the date hereof and otherwise on terms consistent with not materially less favorable to Seller than those available to it as of the date hereof, then hereof (in each case without regard to any increased borrow cost or less favorable terms resulting from changes in the creditworthiness of Seller),then in any such case, the Calculation Agent shall make corresponding adjustments with respect to any one or more of the Upside Threshold, the Minimum Delivery Number and any other variable or term relevant to the terms of the Transaction, as the Calculation Agent determines appropriate in its good faith and in a commercially reasonable discretion manner to preserve the fair value of the TransactionTransaction to the Seller, and shall determine the effective date of such adjustment and shall notify the Purchaser and the Seller of such adjustment, and shall provide, upon request, a schedule setting forth in reasonable detail the basis of such adjustment.