Common use of Valuation Disruption Clause in Contracts

Valuation Disruption. The definition of “Market Disruption Event” in Section 6.3(a) of the Equity Definitions is hereby amended by deleting the words “at any time during the one-hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be” and inserting the words “at any time on any Scheduled Trading Day during the Initial Hedging Period” after the word “material,” in the third line thereof. Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof. Notwithstanding anything to the contrary in the Equity Definitions, if a Disrupted Day occurs in the Initial Hedging Period, the Calculation Agent may, in its good faith and commercially reasonable discretion, postpone the Initial Hedging Period End Date by the number of Disrupted Days, but not exceeding eight Scheduled Trading Days. In the event that the Hedging Party concludes, in its sole discretion, that it is advisable, based on the advice of counsel, with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by the Hedging Party), for it to refrain from or decrease any market activity on any Scheduled Trading Day or Scheduled Trading Days during the Initial Hedging Period, the Hedging Party may, by written notice to Counterparty, elect to deem that a Market Disruption Event has occurred and will be continuing on such Scheduled Trading Day or Scheduled Trading Days.

Valuation Disruption. (a) The definition of “Market Disruption Event” in Section 6.3(a) of the Equity Definitions is hereby amended by deleting the words “at any time during the one-hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be” and inserting the words “at any time on any Scheduled Trading Day during the Initial Hedging Amendment Period” , after the word “material,” in the third line thereof. Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof. . (b) Notwithstanding anything to the contrary in the Equity Definitions, if to the extent that a Disrupted Day occurs in the Initial Hedging PeriodAmendment Period because of a Market Disruption Event (or a deemed Market Disruption Event as provided herein), the Calculation Agent mayshall determine whether (i) such Disrupted Day is a Disrupted Day in full, in its good faith and commercially reasonable discretionwhich case the Amendment Period shall be postponed to the next Scheduled Trading Day, postpone or (ii) such Disrupted Day is a Disrupted Day only in part, in which case (A) the Initial Hedging Period End Date by the Amendment set forth herein shall be effected for such number of Disrupted DaysShares Dealer has acquired instead of the full Number of Shares, but not exceeding eight Scheduled Trading Days. In and (B) the event that the Hedging Party concludes, Amendment Premium shall be calculated in its sole discretion, that it is advisable, based on the advice respect of counsel, with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by the Hedging Party), for it to refrain from or decrease any market activity on any Scheduled Trading Day or Scheduled Trading Days during the Initial Hedging Period, the Hedging Party may, by written notice to Counterparty, elect to deem that a Market Disruption Event has occurred and will be continuing on such Scheduled Trading Day or Scheduled Trading Daysnumber of Shares.

Valuation Disruption. (a) The definition of “Market Disruption Event” in Section 6.3(a) of the Equity Definitions is hereby amended by deleting the words “at any time during the one-hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be” and inserting the words “at any time on any Scheduled Trading Day during the Initial Hedging Amendment Period” , after the word “material,” in the third line thereof. Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof. . (b) Notwithstanding anything to the contrary in the Equity Definitions, if to the extent that a Disrupted Day occurs in the Initial Hedging PeriodAmendment Period because of a Market Disruption Event (or a deemed Market Disruption Event as provided herein), the Calculation Agent mayshall determine whether (i) such Disrupted Day is a Disrupted Day in full, in its good faith and commercially reasonable discretionwhich case the Amendment Period shall be postponed to the next Scheduled Trading Day, postpone or (ii) such Disrupted Day is a Disrupted Day only in part, in which case (A) the Initial Hedging Period End Date by the A&R Amendment set forth herein shall be effected for such number of Disrupted DaysShares Dealer has acquired instead of the full Number of Shares, but not exceeding eight Scheduled Trading Days. In and (B) the event that the Hedging Party concludes, Amendment Premium shall be calculated in its sole discretion, that it is advisable, based on the advice respect of counsel, with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by the Hedging Party), for it to refrain from or decrease any market activity on any Scheduled Trading Day or Scheduled Trading Days during the Initial Hedging Period, the Hedging Party may, by written notice to Counterparty, elect to deem that a Market Disruption Event has occurred and will be continuing on such Scheduled Trading Day or Scheduled Trading Daysnumber of Shares.

Valuation Disruption. The definition of “Market Disruption Event” in Section 6.3(a) of the Equity Definitions is hereby amended by deleting the words “at any time during the one-hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be” and inserting the words “at any time on any Scheduled Trading Day during the Initial Hedging Period” after the word “material,” in the third line thereof. Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof. Notwithstanding anything to the contrary in the Equity Definitions, if a Disrupted Day occurs in the Initial Hedging Period, the Calculation Agent may, in its good faith and commercially reasonable discretion, postpone the Initial Hedging Period End Date by the number of Disrupted Days, but not exceeding eight Scheduled Trading Days. In the event that the Hedging Party concludes, in its sole discretion, that it is advisable, based on the advice of counsel, with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by the Hedging Party), for it to refrain from or decrease any market activity on any Scheduled Trading Day or Scheduled Trading Days during the Initial Hedging Period, the Hedging Party may, may by written notice to Counterparty, Counterparty elect to deem that a Market Disruption Event has occurred and will be continuing on such Scheduled Trading Day or Scheduled Trading Days.