Common use of Share Adjustments Clause in Contracts

Share Adjustments. Potential Adjustment Event: Notwithstanding anything to the contrary in Section 11.2(e) of the Equity Definitions, an Extraordinary Dividend shall not constitute a Potential Adjustment Event. It shall constitute a Potential Adjustment Event if a Disrupted Day occurs or, pursuant to Section 11 below, is deemed to occur (in whole or in part) on any Trading Day on or prior to the Valuation Date. Extraordinary Dividend: Any dividend or distribution on the Shares with an ex-dividend date occurring during the period from, and including, the Trade Date to, and including, the later of (i) the last day of the Calculation Period or (ii) the day upon which the transactions contemplated under “Cash Settlement of Payment Shares” are complete. Method of Adjustment: Calculation Agent Adjustment Consequences of Merger Events: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Cancellation and Payment on that portion of the Other Consideration that consists of cash; Modified Calculation Agent Adjustment on the remainder of the Other Consideration Share-for-Combined: Component Adjustment Tender Offer: Applicable Consequences of Tender Offers: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Modified Calculation Agent Adjustment Share-for-Combined: Modified Calculation Agent Adjustment New Shares: In the definition of New Shares in Section 12.1(i) of the Equity Definitions, the text in clause (i) thereof shall be deleted in its entirety (including the word “and” following such clause (i)) and replaced with “publicly quoted, traded or listed on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors)”. For purposes of the Transaction,

Share Adjustments. Potential Adjustment Event: Notwithstanding anything to the contrary in Section 11.2(e) of the Equity Definitions, an Extraordinary Dividend shall not constitute a Potential Adjustment Event. It shall constitute a Potential Adjustment Event if a Disrupted Day occurs or, pursuant to Section 11 below, is deemed to occur (in whole or in part) on any Trading Day on or prior to the Valuation Date. Extraordinary Dividend: Any dividend or distribution on the Shares with an ex-dividend date occurring during the period from, and including, the Trade Date to, and including, the later of (i) the last day of the Calculation Period (other than any dividend or (iidistribution of the type described in Section 11.2(e)(i), Section 11.2(e)(ii)(A) or Section 11.2(e)(ii)(B) of the day upon which the transactions contemplated under “Cash Settlement of Payment Shares” are completeEquity Definitions). Method of Adjustment: Calculation Agent Adjustment Consequences of Merger Events: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Cancellation and Payment on that portion of the Other Consideration that consists of cash; Modified Calculation Agent Adjustment on the remainder of the Other Consideration Share-for-Combined: Component Adjustment Tender Offer: Applicable Applicable; provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “25%” in the third line thereof. Consequences of Tender Offers: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Modified Calculation Agent Adjustment Share-for-Combined: Modified Calculation Agent Adjustment New Shares: In the definition of New Shares in Section 12.1(i) of the Equity Definitions, the text in clause (i) thereof shall be deleted in its entirety (including the word “and” following such clause (i)) and replaced with “publicly quoted, traded or listed on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors)”. For purposes of the Transaction,

Share Adjustments. Potential Adjustment Event: Notwithstanding anything to the contrary in Section 11.2(e) of the Equity Definitions, an Extraordinary Dividend shall not constitute a Potential Adjustment Event. It shall constitute a Potential Adjustment Event if a Disrupted Day occurs or, pursuant to Section 11 below, is deemed to occur (in whole or in part) on any Trading Day on or prior to the Valuation Date. Extraordinary Dividend: Any dividend or distribution on the Shares with an ex-dividend date occurring during the period from, and including, the Trade Date to, and including, the later of (i) the last day term of the Calculation Period Transaction (other than any dividend or (iidistribution of the type described in Section 11.2(e)(i), Section 11.2(e)(ii)(A) or Section 11.2(e)(ii)(B) of the day upon which the transactions contemplated under “Cash Settlement of Payment Shares” are completeEquity Definitions). Method of Adjustment: Calculation Agent Adjustment Consequences of Merger Events: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Cancellation and Payment on that portion of the Other Consideration that consists of cash; Modified Calculation Agent Adjustment on the remainder of the Other Consideration Share-for-Combined: Component Adjustment Tender Offer: Applicable Consequences Applicable; provided that the definition of “Tender Offers: Offer” in Section 12.1(d) of the Equity Definitions will be amended by replacing “10%” with “15%” in the third and fourth line thereof. Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Modified Calculation Agent Adjustment Share-for-Combined: Modified Calculation Agent Adjustment New SharesModified Calculation Agent Adjustment: In For greater certainty, the definition of New Shares “Modified Calculation Agent Adjustment” in Section 12.1(i) Sections 12.2 and 12.3 of the Equity Definitions, the text in clause Definitions shall be amended by (i) thereof shall be deleted in its entirety adding the following italicized language after the stipulated parenthetical provision: “(including adjustments to account for changes in volatility, expected dividends, stock loan rate or liquidity relevant to the word “and” following such clause (i)) and replaced with “publicly quoted, traded Shares or listed on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors)”. For purposes of to the Transaction,) from the Exchange Business Day immediately preceding the Announcement Date or the Determination Date, as applicable, to the first Exchange Business Day immediately following the Merger Date (Section 12.2) or Tender Offer Date (Section 12.3).”

Share Adjustments. Potential Adjustment Event: Notwithstanding anything to the contrary in Section 11.2(e) of the Equity Definitions, an Extraordinary Dividend shall not constitute a Potential Adjustment Event. It shall constitute a Potential Adjustment Event if a Disrupted Day occurs or, pursuant to Section 11 below, is deemed to occur (in whole or in part) on any Trading Day on or prior to the Valuation Date. Extraordinary Dividend: Any dividend or distribution on the Shares with an ex-dividend date occurring during the period from, and including, the Trade Date to, and including, the later of (i) the last day term of the Calculation Period Transaction (other than any dividend or (iidistribution of the type described in Section 11.2(e)(i), Section 11.2(e)(ii)(A) or Section 11.2(e)(ii)(B) of the day upon which the transactions contemplated under “Cash Settlement of Payment Shares” are completeEquity Definitions). Method of Adjustment: Calculation Agent Adjustment Consequences of Merger Events: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Cancellation and Payment on that portion of the Other Consideration that consists of cash; Modified Calculation Agent Adjustment on the remainder of the Other Consideration Share-for-Combined: Component Adjustment Tender Offer: Applicable Consequences Applicable; provided that the definition of “Tender Offers: Offer” in Section 12.1(d) of the Equity Definitions will be amended by replacing “10%” with “15%” in the third and fourth line thereof. Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Modified Calculation Agent Adjustment Share-for-Combined: Modified Calculation Agent Adjustment New SharesModified Calculation Agent Adjustment: In For greater certainty, the definition of New “Modified Calculation Agent Adjustment” in Sections 12.2 and 12.3 of the Equity Definitions shall be amended by (i) adding the following italicized language after the stipulated parenthetical provision: “(including adjustments to account for changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or to the Transaction) from the Exchange Business Day immediately preceding the Announcement Date or the Determination Date, as applicable, to the first Exchange Business Day immediately following the Merger Date (Section 12.2) or Tender Offer Date (Section 12.3).” Composition of Combined Consideration: Not Applicable Announcement Event: If, during the term of the Transaction, an Announcement Date occurs in respect of a Merger Event (for the avoidance of doubt, determined without regard to the language in the definition of “Merger Event” following the definition of “Reverse Merger” therein) or Tender Offer (such occurrence, an “Announcement Event”), then on the earliest of the Valuation Date, any Early Termination Date or other date of cancellation (the “Announcement Event Adjustment Date”), the Calculation Agent will determine the economic effect on the Transaction of the Announcement Event and any related, prior announcements by any entity (regardless of whether the Announcement Event actually results in a Merger Event or Tender Offer, and taking into account such factors as the Calculation Agent may determine, including, without limitation, changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or the Transaction whether prior to or after the Announcement Event or for any period of time, including, without limitation, the period from the Announcement Event to the relevant Announcement Event Adjustment Date). If the Calculation Agent determines that such economic effect on the Transaction is material, then on the Announcement Event Adjustment Date, the Calculation Agent shall make such adjustment to one or more terms of the Transaction, including, without limitation, adjustments to the Settlement Amount, Forward Cap Price and/or Forward Price, as the Calculation Agent determines appropriate to account for such economic effect, which adjustment shall be effective immediately prior to the valuation, termination or cancellation of the Transaction, as the case may be. Announcement Date: The definition of “Announcement Date” in Section 12.1(i12.1(l) of the Equity Definitions is hereby amended by (i) replacing the words “a firm” with the word “any” in the second and fourth lines thereof, (ii) replacing the word “leads to the” with the words “, if completed, would lead to a” in the third and the fifth lines thereof, (iii) inserting the following words at the end of each of clauses (i) and (ii) therein: “and that the Calculation Agent determines is reasonably likely to be completed (which determination may, for the avoidance of doubt, take into account the effect of such announcement on the market price of the Shares or options relating thereto)”, (iv) replacing the words “voting shares” with the words “Shares” in the fifth line thereof and (v) inserting the words “by any party thereto or the Issuer or any affiliate or representative of the foregoing” after the word “announcement” in the second and the fourth lines thereof. Nationalization, Insolvency or Delisting: Cancellation and Payment; provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the text Exchange is located in clause (i) thereof shall be deleted in its entirety (including the word “and” following such clause (i)) United States and replaced with “publicly quotedthe Shares are not immediately re-listed, re-traded or listed re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Select Market (or their respective successors)”; if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange. For purposes Cancellation Amount: Section 12.8(d) of the Equity Definitions shall be amended by deleting the second sentence thereof and Section 12.8(e) of the Equity Definitions shall be amended by replacing the words “(or any gain resulting from any of them)” at the end thereof with the words “and shall, in calculating any Cancellation Amount, consider any gain resulting from its terminating, liquidating or re-establishing any hedge related to such Transaction,”.

Share Adjustments. Potential Adjustment Event: Notwithstanding anything to the contrary in Section 11.2(e) of the Equity Definitions, an Extraordinary Dividend shall not constitute a Potential Adjustment Event. It The parties agree that any open market Share repurchases by the Issuer at prevailing prices, repurchases of Shares by the Issuer pursuant to the Issuer’s stock repurchase plans or Compensatory Plans (as defined below) or accelerated share repurchases, including any Transactions, forward contracts or similar transactions on customary terms (including, without limitation, any discount to average VWAP prices), shall constitute a not be considered Potential Adjustment Event if a Disrupted Day occurs or, pursuant to Section 11 below, is deemed to occur (in whole or in part) on any Trading Day on or prior to the Valuation DateEvents. Extraordinary Dividend: Any dividend or distribution on the Shares with an ex-dividend date occurring during the period from, from and including, including the Trade Date to, to and including, including the later Valuation Date (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) or (B) of the Equity Definitions) (a “Dividend”) that is either (i) the last day of the Calculation Period a non-regularly scheduled Dividend or (ii) the day upon amount or value of which (as determined by the transactions contemplated under “Cash Settlement of Payment Shares” are completeCalculation Agent) exceeds the Ordinary Dividend Amount. Ordinary Dividend Amount: For any calendar quarter, USD $00.15 Method of Adjustment: Calculation Agent Adjustment; provided that if Seller suspends trading in the Shares for all or any portion of a Trading Day within the Calculation Period, the suspension shall be treated as a Potential Adjustment Event subject to Calculation Agent Adjustment. In the case of a suspension pursuant to Section 10, the Calculation Agent shall make such adjustments prior to the period of suspension, if it is practical to do so. Otherwise, and in all cases of a suspension as contemplated under “Market Disruption Event” above, the Calculation Agent shall, in a reasonable fashion, make such adjustments promptly following the period of suspension. Consequences of Merger Events: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Cancellation and Payment on that portion of the Other Consideration that consists of cash; Modified Calculation Agent Adjustment on the remainder of the Other Consideration Share-for-Combined: Component Modified Calculation Agent Adjustment Tender Offer: Applicable Applicable; provided that 12.1(d) of the Equity Definitions shall be amended by replacing the “10%” in the third line thereof with “20%.” Consequences of Tender Offers: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Modified Calculation Agent Adjustment Share-for-Combined: Modified Calculation Agent Adjustment New Shares: In For purposes of this Transaction, the definition of New Shares Merger Date in Section 12.1(i12.1(c) shall be amended to read, “Merger Date shall mean the Announcement Date.” For purposes of this Transaction, the definition of Tender Offer Date in Section 12.1(e) shall be amended to read, “Tender Offer Date shall mean the Announcement Date.” For purposes of the Transaction, the definition of Announcement Date in Section 12.1(l) shall be amended by replacing the words “that leads” with the words “that, if consummated, would lead” in both clause (i) and clause (ii) thereof. Composition of Combined Consideration: Applicable Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination) Additional Disruption Events: Change in Law: Applicable; provided that 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” and (ii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”; provided further that the parties agree that, for the avoidance of doubt, for purposes of Section 12.9(a)(ii) of the Equity Definitions, “any applicable law or regulation” shall include the text Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, any rules and regulations promulgated thereunder and any similar law or regulation (such rules and regulations referred to herein as “Xxxx-Xxxxx”) without regard to Section 739 of Xxxx-Xxxxx or any similar legal certainty provision in clause (iany legislation enacted, or rule or regulation promulgated and the consequences specified in Section 12.9(b)(i) thereof shall be deleted in its entirety (including the word “and” following such clause (i)) and replaced with “publicly quoted, traded or listed on any of the New York Equity Definitions shall apply to any Change in Law arising from any such act, rule or regulation. Failure to Deliver: Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable Increased Cost of Hedging: Not Applicable Loss of Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors)”. For purposes Borrow: Applicable Maximum Stock Loan Rate: 200 bps Increased Cost of the Transaction,Stock Borrow: Applicable Initial Stock Loan Rate: 50 bps

Share Adjustments. Potential Adjustment EventMethod of Adjustment: Notwithstanding anything to the contrary in Section 11.2(e) of the Equity DefinitionsCalculation Agent Adjustment; provided, however, that an Extraordinary Dividend occurring with respect to a Transaction shall not constitute a Potential Adjustment Event. It , but the occurrence of an Extraordinary Dividend shall constitute a Potential Adjustment be an Additional Termination Event if a Disrupted Day occurs orunder the Agreement with respect to such Transaction, pursuant to Section 11 below, is deemed to occur (in whole or in part) on any Trading Day on or prior to with such Transaction being an Affected Transaction and Counterparty being the Valuation DateAffected Party. Extraordinary DividendDividends: Any Each dividend or distribution on payment (other than any dividend or distribution of the Shares with type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) or (B) of the Equity Definitions) having an ex-dividend date occurring during the period fromValuation Period, and includingother than the payment of the Ordinary Dividend Amount on each Scheduled Dividend Date. For the avoidance of doubt, the Trade rescheduling of a Scheduled Dividend Date toto an earlier date shall result in an Ordinary Dividend Amount payable on such rescheduled day becoming an Extraordinary Dividend. Ordinary Dividend Amount: For each Transaction, and includingas set forth in the Supplemental Confirmation. Scheduled Dividend Dates: For each Transaction, as set forth in the later of (i) the last day of the Calculation Period or (ii) the day upon which the transactions contemplated under “Cash Settlement of Payment Shares” are completeSupplemental Confirmation. Method of Adjustment: Calculation Agent Adjustment Consequences of Merger Events: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Cancellation and Payment on that portion Payment; for the avoidance of doubt, the Other Consideration that consists value of cash; Modified Calculation Agent Adjustment on any embedded optionality in the remainder of Transaction shall be taken into account in determining the Other Consideration Cancellation Amount. Share-for-Combined: Component Adjustment Tender OfferDetermining Party: Applicable MLI Consequences of Tender Offers: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Modified Calculation Agent Adjustment Cancellation and Payment; for the avoidance of doubt, the value of any embedded optionality in the Transaction shall be taken into account in determining the Cancellation Amount. Share-for-Combined: Modified Calculation Agent Component Adjustment New SharesDetermining Party: In the definition of New Shares in Section 12.1(i) of the Equity Definitions, the text in clause (i) thereof shall be deleted in its entirety (including the word “and” following such clause (i)) and replaced with “publicly quoted, traded or listed on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors)”. For purposes of the Transaction,MLI