Common use of Reorganization Event Clause in Contracts

Reorganization Event. If any Reorganization Event with respect to an issuer of any Exchange Security occurs on or prior to the Exchange Date (or an earlier settlement date, if this Agreement is accelerated in full), then each Exchange Property Unit will be adjusted to include, in lieu of the number of units of each Exchange Security of such issuer that were part of one Exchange Property Unit immediately before the effective date of the Reorganization Event, the amount or number of any cash, securities and/or other property that a holder of such Exchange Security would have been entitled to receive as a result of the Reorganization Event (as computed prior to the application of any Indemnifiable Taxes that apply to such property) had the holder held, immediately prior to that Reorganization Event, the number of units of such Exchange Security that were part of one Exchange Property Unit immediately before the effective date of the Reorganization Event. Notwithstanding the foregoing, if, in connection with a Reorganization Event with respect to an issuer of any Exchange Security, after giving effect to Section 6.1(e), less than all of such Exchange Securities of the issuer included in an Exchange Property Unit are subject to conversion or exchange for cash, securities and/or other property in such Reorganization Event, each Exchange Property Unit will be adjusted to include, in lieu of the number of units of such Exchange Security that were part of the Exchange Property Unit immediately before the effective date of such Reorganization Event, both the pro rata portion of such Exchange Security included in an Exchange Property Unit not subject to such conversion or exchange and the amount or number of any cash, securities and/or other property that a holder of the pro rata portion of such Exchange Security included in an Exchange Property Unit so subject to conversion or exchange would have been entitled to receive (as computed prior to the application of any Indemnifiable Taxes that apply to such property) as a result of the Reorganization Event in respect of such portion so subject to conversion or exchange.

Reorganization Event. If any Reorganization Event with respect to an issuer of any Exchange Security occurs on or prior to the Business Day immediately preceding the Exchange Date (or an earlier settlement date, if this Agreement is accelerated in full), then each Exchange Property Unit will be adjusted to include, in lieu of the number of units of each Exchange Security of such issuer that were part of one Exchange Property Unit immediately before the effective date of the Reorganization Event, the amount or number of any cash, securities and/or other property that a holder of such Exchange Security would have been entitled to receive as a result of the Reorganization Event (as computed prior to the application regardless of any Indemnifiable withholding Taxes that apply applied to such property, other than PRC withholding Taxes) had the holder held, immediately prior to that Reorganization Event, the number of units of such Exchange Security that were part of one Exchange Property Unit immediately before the effective date of the Reorganization Event provided that amounts in respect of withholding Taxes withheld in connection with the applicable Reorganization Event (other than PRC withholding Taxes) shall not be considered Required Pledged Assets and Shareholder shall not be obligated to pledge cash in respect thereof, in each case, until the third Business Day following receipt of the applicable cash, securities or property in such Reorganization Event. Notwithstanding the foregoing, if, in connection with a Reorganization Event with respect to an issuer of any Exchange Security, after giving effect to Section 6.1(e6.1(h), less than all of such Exchange Securities of the issuer included in an the Exchange Property Unit are subject to conversion or exchange for cash, securities and/or other property in such Reorganization Event, each Exchange Property Unit will be adjusted to include, in lieu of the number of units of such Exchange Security that were part of the Exchange Property Unit immediately before the effective date of such Reorganization Event, both the pro rata portion of such Exchange Security included in an Exchange Property Unit not subject to such conversion or exchange and the amount or number of any cash, securities and/or other property that a holder of the pro rata portion of such Exchange Security included in an Exchange Property Unit so subject to conversion or exchange would have been entitled to receive (as computed prior to the application regardless of any Indemnifiable withholding Taxes that apply to withheld from such property, other than PRC withholding Taxes) as a result of the Reorganization Event in respect of such portion so subject to conversion or exchange. For the avoidance of doubt, to the extent any adjustment is required in connection with a Reorganization Event and the amount of the cash, securities or other property received by Shareholder is reduced for withholding Taxes imposed by the PRC, any such adjustment shall be based on the gross amount distributed pursuant to the Reorganization Event less the withholding Taxes imposed by the PRC.