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) and in order to maintain or unwind a commercially reasonable hedge position with respect to this Transaction (such day, a “Disrupted Day”), or (z) as a result of market conditions, the Seller incurs additional costs in connection with maintaining a commercially reasonable 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. Without limiting the generality of the foregoing, to the extent a Disrupted Day occurs on any day in the Contract Period, the Calculation Agent may, in its good faith and commercially reasonable discretion, postpone the Expiration Date (and the First Acceleration Date, if such Disrupted Day occurs before the scheduled First Acceleration Date), and the Calculation Agent shall determine whether (i) such Disrupted Day is a Disrupted Day in full, in which case the 10b-18 VWAP for such Disrupted Day shall not be included for purposes of determining the Valuation Number for any Tranche, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the 10b- 18 VWAP for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 eligible transactions in the Common Stock on such Disrupted Day taking into account the nature and duration of the relevant event, and the weighting of the 10b-18 VWAP for the relevant Observation Days for such Tranche shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Valuation Number for such Tranche, with such adjustments based on, among other factors, the duration of the event and the volume, historical trading patterns and price of the Common Stock. For the avoidance of doubt, any time the Calculation Agent or the Seller is called upon to make an adjustment, such adjustment will take into account the effect of an event assuming that the Seller maintains a commercially reasonable hedge position.

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) and in order to maintain or unwind a commercially reasonable hedge position with respect to this Transaction (such day, a “Disrupted Day”)Transaction, or (z) as a result of market conditions, the Seller incurs additional costs in connection with maintaining a commercially reasonable 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 such adjustment. Without limiting the generality of the foregoing, any adjustment made to the extent a Disrupted Day occurs on any day in Transaction pursuant to this Section 8.02 (it being understood that the Contract Period, the Calculation Agent may, in its good faith and commercially reasonable discretion, postpone the Expiration Date (and the First Acceleration Date, if such Disrupted Day occurs before the scheduled First Acceleration Date), and the Calculation Agent shall determine whether (i) such Disrupted Day is a Disrupted Day in full, in which case the 10b-18 VWAP for such Disrupted Day Seller shall not be included obligated to disclose any proprietary models used by it for purposes of determining the Valuation Number for any Tranche, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the 10b- 18 VWAP for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 eligible transactions in the Common Stock on such Disrupted Day taking into account the nature and duration of the relevant event, and the weighting of the 10b-18 VWAP for the relevant Observation Days for such Tranche shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Valuation Number for such Tranche, with such adjustments based on, among other factors, the duration of the event and the volume, historical trading patterns and price of the Common Stock. For the avoidance of doubt, any time the Calculation Agent or the Seller is called upon to make an adjustment, such adjustment will take into account the effect of an event assuming that the Seller maintains a commercially reasonable hedge position).

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) and in order to maintain or unwind a commercially reasonable hedge position with respect to this Transaction (such day, a “Disrupted Day”), or (z) as a result of market conditions, the Seller incurs additional costs in connection with maintaining a commercially reasonable 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. Without limiting the generality of the foregoing, to the extent a Disrupted Day occurs on any day in the Contract Period, the Calculation Agent may, in its good faith and commercially reasonable discretion, postpone the Expiration Date (and the First Acceleration Date, if such Disrupted Day occurs before the scheduled First Acceleration Date), and the Calculation Agent shall determine whether (i) such Disrupted Day is a Disrupted Day in full, in which case the 10b-18 VWAP for such Disrupted Day shall not be included for purposes of determining the Valuation Number for any Tranche, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the 10b- 18 10b-18 VWAP for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 eligible transactions in the Common Stock on such Disrupted Day taking into account the nature and duration of the relevant event, and the weighting of the 10b-18 VWAP for the relevant Observation Days for such Tranche shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Valuation Number for such Tranche, with such adjustments based on, among other factors, the duration of the event and the volume, historical trading patterns and price of the Common Stock. For the avoidance of doubt, any time the Calculation Agent or the Seller is called upon to make an adjustment, such adjustment will take into account the effect of an event assuming that the Seller maintains a commercially reasonable hedge position.

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) and in order to maintain or unwind a commercially reasonable hedge position with respect to this Transaction (such day, a “Disrupted Day”), or (z) as a result of market conditions, the Seller incurs additional costs in connection with maintaining a commercially reasonable 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. Without limiting the generality of the foregoing, to the extent a Disrupted Day occurs on any day in the Contract Period, the Calculation Agent may, in its good faith and commercially reasonable discretion, postpone the Expiration Date (and the First Acceleration Date, if such Disrupted Day occurs before the scheduled First Acceleration Date), and the Calculation Agent shall determine whether (i) such Disrupted Day is a Disrupted Day in full, in which case the 10b-18 VWAP for such Disrupted Day shall not be included for purposes of determining the Valuation Number for any Tranche, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the 10b- 18 10b18 VWAP for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 eligible transactions in the Common Stock on such Disrupted Day taking into account the nature and duration of the relevant event, and the weighting of the 10b-18 VWAP for the relevant Observation Exhibit 10.1 Days for such Tranche shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Valuation Number for such Tranche, with such adjustments based on, among other factors, the duration of the event and the volume, historical trading patterns and price of the Common Stock. For the avoidance of doubt, any time the Calculation Agent or the Seller is called upon to make an adjustment, such adjustment will take into account the effect of an event assuming that the Seller maintains a commercially reasonable hedge position.