Common use of Restrictions on Adjustments Clause in Contracts

Restrictions on Adjustments. Notwithstanding anything to the contrary in the Equity Definitions or this Confirmation, none of the events listed in Section 4.05(i)(1)-(7) of the Supplemental Indenture will constitute a Potential Adjustment Event, Merger Event or Tender Offer, and no adjustment will be made to the Transaction in connection with any such event pursuant to the Equity Definitions (as amended by this Confirmation) or otherwise; provided that, notwithstanding the foregoing, if an event listed in Section 4.05(i)(5) of the Supplemental Indenture constitutes a “Merger Event” (as defined in the Supplemental Indenture), the Consequence of Merger Events hereunder shall apply. Additional Disruption Events: Change in Law: Applicable; provided that (i) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof with the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)” and (ii) Section 12.9(a)(ii)(X) of the Equity Definitions is hereby amended by replacing the word “Shares” with the phrase “Hedge Positions”. Failure to Deliver: Not Applicable Hedging Disruption: Not Applicable Increased Cost of Hedging: Applicable Hedging Party: For all applicable Additional Disruption Events, Dealer.

Restrictions on Adjustments. Notwithstanding anything to the contrary in the Equity Definitions or this Confirmation, none of the events listed in Section 4.05(i)(1)-(74.05(i)(1)-(9) of the Supplemental Indenture will constitute a Potential Adjustment Event, Merger Event or Tender Offer, and no adjustment will be made to the Transaction in connection with any such event pursuant to the Equity Definitions (as amended by this Confirmation) or otherwise; provided that, notwithstanding the foregoing, if an event listed in Section 4.05(i)(54.05(i)(6) of the Supplemental Indenture constitutes a “Merger Common Stock Change Event” (as defined in the Supplemental Indenture), the Consequence of Merger Events hereunder shall apply. Additional Disruption Events: Change in Law: Applicable; provided that (i) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof with the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)” and (ii) Section 12.9(a)(ii)(X) of the Equity Definitions is hereby amended by replacing the word “Shares” with the phrase “Hedge Positions”. Failure to Deliver: Not Applicable Hedging Disruption: Not Applicable Increased Cost of Hedging: Not Applicable Hedging Party: For all applicable Additional Disruption Events, Dealer.

Restrictions on Adjustments. Notwithstanding anything to the contrary in the Equity Definitions or this Confirmation, none of the events listed in Section 4.05(i)(1)-(714.04(h) of the Supplemental Indenture will constitute a Potential Adjustment Event, Merger Event or Tender Offer, and no adjustment will be made to the Transaction in connection with any such event pursuant to the Equity Definitions (as amended by this Confirmation) or otherwise; provided that, notwithstanding the foregoing, if an event listed in Section 4.05(i)(5) of the Supplemental Indenture constitutes a “Merger Event” (as defined in the Supplemental Indenture), the Consequence of Merger Events hereunder shall apply. Additional Disruption Events: Change in Law: Applicable; provided that (i) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the parenthetical beginning after phrase “the word “regulationinterpretation” in the second third line thereof with the words phrase “, or the public announcement of, the formal or informal interpretation”, (ii) replacing the word “Shares” with the phrase “Hedge Positions” in clause (X) thereof, and (iii) inserting the parenthetical “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)” and at the end of clause (iiA) thereof. Notwithstanding anything to the contrary in the Equity Definitions, a Change in Law described in clause (Y) of Section 12.9(a)(ii)(X12.9(a)(ii) of the Equity Definitions is hereby amended by replacing shall not constitute a Change in Law and instead shall constitute an Increased Cost of Hedging as described in Section 12.9(a)(vi) of the word “Shares” with the phrase “Hedge Positions”Equity Definitions. Failure to Deliver: Not Applicable Hedging Disruption: Not Applicable Increased Cost of Hedging: Applicable Hedging Party: For all applicable Additional Disruption Events, Dealer.Applicable; provided that:

Restrictions on Adjustments. Notwithstanding anything to the contrary in the Equity Definitions or this Confirmation, none of the events listed in Section 4.05(i)(1)-(714.04(j) of the Supplemental Indenture will constitute a Potential Adjustment Event, Merger Event or Tender OfferMerger Event, and no adjustment will be made to the Transaction in connection with any such event pursuant to the Equity Definitions (as amended by this Confirmation) or otherwise; provided that, notwithstanding the foregoing, if an event listed in Section 4.05(i)(5) of the Supplemental Indenture constitutes a “Merger Event” (as defined in the Supplemental Indenture), the Consequence of Merger Events hereunder shall apply. Additional Disruption Events: Change in Law: Applicable; provided that (i) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position” and (iii) replacing the parenthetical beginning after the word “regulation” in the second line thereof with the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)” and ”. Notwithstanding anything to the contrary in the Equity Definitions, a Change in Law described in clause (iiY) of Section 12.9(a)(ii)(X12.9(a)(ii) of the Equity Definitions is hereby amended shall not constitute a Change in Law and instead shall constitute an Increased Cost of Hedging as described in Section 12.9(a)(vi) of the Equity Definitions, and any such determination of a Change in Law shall be consistently applied by replacing the word “Shares” with Determining Party across transactions similar to the phrase “Hedge Positions”Transaction and for counterparties similar to Counterparty. Failure to Deliver: Not Applicable Hedging Disruption: Not Applicable Increased Cost of Hedging: Applicable Hedging Party: For all applicable Additional Disruption Events, Dealer.Applicable; provided that: