Common use of Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events Clause in Contracts

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. (i) In lieu of (A) designating an Early Termination Date as the result of an Event of Default or Termination Event, (B) terminating the Transaction and determining a Cancellation Amount as the result of an Additional Disruption Event, or (C) terminating the Transaction and determining an amount payable in connection with an Extraordinary Event to which Cancellation and Payment would otherwise be applicable, Bank shall be entitled to designate an early settlement date (the “Bank Early Settlement Date”), in which case the Settlement Date shall be accelerated to the Bank Early Settlement Date and Physical Settlement shall apply; provided that Bank may in its sole discretion elect to permit Counterparty to elect Cash Settlement or Net Share Settlement, in which event the Initial Valuation Date would be accelerated to the Bank Early Settlement Date. In the case of an Additional Termination Event with respect to a portion of the Transaction pursuant to Section 12(g), such acceleration of the Settlement Date or, if so permitted by Bank, the Initial Valuation Date, as the case may be, shall occur only with respect to the portion of the Transaction that Bank (or its affiliate) determines is affected by the occurrence of such event. For the avoidance of doubt, if the Bank Early Settlement Date occurs during a Valuation Period, then settlement in respect of the Valued Shares for all Valuation Dates in such Valuation Period occurring on or prior to the Bank Early Settlement Date (the aggregate number of such Valued Shares, the “Number of Unwound Shares”) shall occur as provided in Section 5 above, and the acceleration of the Settlement Date or Initial Valuation Date, as the case may be, described in the immediately preceding sentence shall be in respect of a Number of Shares equal to the Number of Shares, minus the Number of Unwound Shares.

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If, in respect of this Transaction, an amount is payable by Company to Dealer, (i) In lieu pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, (Aii) designating pursuant to Section 6(d)(ii) of the Agreement or (iii) pursuant to Section 9(t) (a “Payment Obligation”), Company shall have the right, in its sole discretion, to satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) (except that Company shall not make such an Early Termination Date as election in the result event of a Nationalization, Insolvency, Merger Event or Tender Offer in which the consideration to be paid to holders of shares consists solely of cash or an Event of Default in which Company is the Defaulting Party or a Termination EventEvent in which Company is the Affected Party, other than an Event of Default of the type described in Section 5(a)(iii), (Bv), (vi), (vii) terminating or (viii) of the Transaction Agreement or a Termination Event of the type described in Section 5(b) of the Agreement, in each case that resulted from an event or events outside Company’s control) and determining shall give irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. (New York City time) on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Cancellation Amount as the result Nationalization, Insolvency or Delisting), Early Termination Date or date of an Additional Disruption Eventcancellation, or no later than 6:00 p.m. (CNew York City time) terminating on the Transaction and determining an amount payable in connection with an Extraordinary Event to which Cancellation and Payment would otherwise be Early Unwind Date, as applicable, Bank shall be entitled to designate an early settlement date (the “Bank Early Settlement Date”), in which case the Settlement Date shall be accelerated to the Bank Early Settlement Date and Physical Settlement shall apply; provided that Bank may if Company does not validly elect to satisfy its Payment Obligation by the Share Termination Alternative, Dealer shall have the right, in its sole discretion elect reasonable discretion, to permit Counterparty require Company to satisfy its Payment Obligation by the Share Termination Alternative. Notwithstanding the foregoing, Company’s or Dealer’s right to elect Cash Settlement or Net satisfaction of a Payment Obligation in the Share SettlementTermination Alternative as set forth in this clause shall only apply to Transactions under this Confirmation and, notwithstanding anything to the contrary in the Agreement, (1) separate amounts shall be calculated with respect to (a) Transactions hereunder and (b) all other Transactions under the Agreement, and (2) such separate amounts shall be payable pursuant to Section 6(d)(ii) of the Agreement, subject to, in which event the Initial Valuation Date would be accelerated to the Bank Early Settlement Date. In the case of an Additional Termination Event with respect to a portion of the Transaction pursuant to Section 12(gclause (a), such acceleration of the Settlement Date or, if so permitted by Bank, the Initial Valuation Date, as the case may be, shall occur only with respect to the portion of the Transaction that Bank (or its affiliate) determines is affected by the occurrence of such event. For the avoidance of doubt, if the Bank Early Settlement Date occurs during a Valuation Period, then settlement in respect of the Valued Shares for all Valuation Dates in such Valuation Period occurring on or prior to the Bank Early Settlement Date (the aggregate number of such Valued Shares, the “Number of Unwound Shares”) shall occur as provided in Section 5 above, and the acceleration of the Settlement Date or Initial Valuation Date, as the case may be, described in the immediately preceding sentence shall be in respect of a Number of Shares equal to the Number of Shares, minus the Number of Unwound SharesCompany’s Share Termination Alternative right hereunder.

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If Issuer shall owe Dealer any amount pursuant to Sections 12.2, 12.3, 12.6, 12.7 or 12.9 of the Equity Definitions or pursuant to Section 6(d)(ii) of the Agreement (a “Payment Obligation”), Issuer shall have the right, in its sole discretion, to satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) by giving irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 9:30 A.M. New York City time on the Merger Date, Tender Offer Date, Announcement Date, Early Termination Date or date of cancellation or termination in respect of another Extraordinary Event, as applicable (“Notice of Share Termination”); provided that if Issuer does not elect to satisfy its Payment Obligation by the Share Termination Alternative, Dealer shall have the right, in its sole discretion, to elect to require Issuer to satisfy its Payment Obligation by the Share Termination Alternative, notwithstanding Issuer’s failure to elect or election to the contrary; and provided further that Issuer shall not have the right to so elect (but, for the avoidance of doubt, Dealer shall have the right to so elect) in the event of (i) In lieu an Insolvency, a Nationalization, a Tender Offer or a Merger Event, in each case, in which the consideration or proceeds to be paid to holders of Shares consists solely of cash or (Aii) designating an Early Event of Default in which Issuer is the Defaulting Party or a Termination Date as Event in which Issuer is the result of an Affected Party, which Event of Default or Termination Event resulted from an event or events within Issuer’s control. Upon such Notice of Share Termination, the following provisions shall apply on the Scheduled Trading Day immediately following the Merger Date, the Tender Offer Date, Announcement Date, Early Termination Date or date of cancellation or termination in respect of another Extraordinary Event, (B) terminating as applicable: Share Termination Alternative: Applicable and means that Issuer shall deliver to Dealer the Transaction and determining a Cancellation Amount as Share Termination Delivery Property on the result of an Additional Disruption Event, or (C) terminating date on which the Transaction and determining an amount payable in connection with an Extraordinary Event to which Cancellation and Payment Obligation would otherwise be applicabledue pursuant to Section 12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) of the Agreement, Bank shall be entitled to designate an early settlement date as applicable (the “Bank Early Settlement Share Termination Payment Date”), in which case the Settlement Date shall be accelerated to the Bank Early Settlement Date and Physical Settlement shall apply; provided that Bank may in its sole discretion elect to permit Counterparty to elect Cash Settlement or Net Share Settlement, in which event the Initial Valuation Date would be accelerated to the Bank Early Settlement Date. In the case of an Additional Termination Event with respect to a portion satisfaction of the Transaction pursuant to Section 12(g), such acceleration of the Settlement Date or, if so permitted by Bank, the Initial Valuation Date, as the case may be, shall occur only with respect to the portion of the Transaction that Bank (or its affiliate) determines is affected by the occurrence of such eventPayment Obligation. For the avoidance of doubt, if the Bank Early Settlement Date occurs during a Valuation Period, then settlement in respect of the Valued Shares for all Valuation Dates in such Valuation Period occurring on or prior to the Bank Early Settlement Date (the aggregate number of such Valued Shares, the “Number of Unwound Shares”) shall occur as provided in Section 5 above, and the acceleration of the Settlement Date or Initial Valuation Date, as the case may be, described in the immediately preceding sentence shall be in respect of a Number of Shares equal to the Number of Shares, minus the Number of Unwound Shares.Share Termination Delivery

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. (i) In lieu of (A) designating an Early Termination Date as the result of an Event of Default or Termination Event, (B) terminating the Transaction and determining a Cancellation Amount as the result of an Additional Disruption Event, or (C) terminating the Transaction and determining an amount payable in connection with an Extraordinary Event to which Cancellation and Payment would otherwise be applicable, Bank shall be entitled to designate an early settlement date (the “Bank Early Settlement Date”), in which case the Settlement Date shall be accelerated to the Bank Early Settlement Date and Physical Settlement shall apply; provided that Bank may in its sole discretion elect to permit Counterparty to elect Cash Settlement or Net Share Settlement, in which event the Initial Valuation Pricing Date would be accelerated to the Bank Early Settlement Date. In the case of an Additional Termination Event with respect to a portion of the Transaction pursuant to Section 12(g), such acceleration of the Settlement Date or, if so permitted by Bank, the Initial Valuation Date, as the case may be, shall occur only with respect to the portion of the Transaction that Bank (or its affiliate) determines is affected by the occurrence of such event. For the avoidance of doubt, if the Bank Early Settlement Date occurs during a Valuation Pricing Period, then settlement in respect of the Valued Priced Shares for all Valuation Dates days in such Valuation Pricing Period occurring on or prior to the date one regular settlement cycle following the Bank Early Settlement Date (the aggregate number of such Valued Priced Shares, the “Number of Unwound Shares”) shall occur as provided in Section 5 above, and the acceleration of the Settlement Date (or Initial Valuation Pricing Date, as the case may be, ) described in the immediately preceding sentence shall be in respect of a Number of Shares equal to the Number of Shares, minus the Number of Unwound Shares.

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If (ia) In lieu of (A) designating an Early Termination Date (whether as the a result of an Event of Default or a Termination Event, (B) terminating occurs or is designated with respect to the Transaction and determining a Cancellation Amount as the result of an Additional Disruption Event, or (Cb) terminating the Transaction and determining an amount payable in connection with is cancelled or terminated upon the occurrence of an Extraordinary Event and if Company would owe any amount to which Dealer pursuant to Section 6(d)(ii) of the Agreement or any Cancellation and Amount pursuant to Article 12 of the Equity Definitions (any such amount, a “Payment would otherwise be Obligation”), then Company shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below), unless (a) Company gives irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. (New York City time) on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, as applicable, Bank of its election that the Share Termination Alternative shall be entitled not apply, (b) Company remakes the representation set forth in Section 8(g) as of the date of such election and (c) Dealer agrees, in its commercially reasonable discretion, to designate an early settlement date (the “Bank Early Settlement Date”)such election, in which case the Settlement Date shall be accelerated to the Bank Early Settlement Date and Physical Settlement shall apply; provided that Bank may in its sole discretion elect to permit Counterparty to elect Cash Settlement provisions of Section 12.7 or Net Share Settlement, in which event the Initial Valuation Date would be accelerated to the Bank Early Settlement Date. In the case of an Additional Termination Event with respect to a portion Section 12.9 of the Transaction pursuant to Equity Definitions, or the provisions of Section 12(g), such acceleration 6(d)(ii) and Section 6(e) of the Settlement Date or, if so permitted by Bank, the Initial Valuation DateAgreement, as the case may be, shall occur only with respect apply. Share Termination Alternative: If applicable, Company shall deliver to Dealer the portion Share Termination Delivery Property on the date (the “Share Termination Payment Date”) on, or within a commercially reasonable period of time after, which the Payment Obligation would otherwise be due pursuant to Section 12.7 or Section 12.9 of the Transaction that Bank (Equity Definitions or its affiliateSection 6(d)(ii) determines is affected of the Agreement, as applicable, subject to Section 9(k)(i) below, in satisfaction, subject to Section 9(k)(ii) below, of the relevant Payment Obligation, in the manner reasonably requested by Dealer free of payment. Share Termination Delivery Property: A number of Share Termination Delivery Units, as calculated by the occurrence of such event. For the avoidance of doubtCalculation Agent, if the Bank Early Settlement Date occurs during a Valuation Period, then settlement in respect of the Valued Shares for all Valuation Dates in such Valuation Period occurring on or prior to the Bank Early Settlement Date (the aggregate number of such Valued Shares, the “Number of Unwound Shares”) shall occur as provided in Section 5 above, and the acceleration of the Settlement Date or Initial Valuation Date, as the case may be, described in the immediately preceding sentence shall be in respect of a Number of Shares equal to the Number relevant Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the amount of Shares, minus Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash equal to the Number value of Unwound Sharessuch fractional security based on the values used to calculate the Share Termination Unit Price (without giving effect to any discount pursuant to Section 9(k)(i)).

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. (i) In lieu of (A) designating an Early Termination Date as the result of an Event of Default or Termination EventEvent as to which the Counterparty is the Defaulting Party or Affected Party, (B) terminating the Transaction and determining a Cancellation Amount as the result of an Additional Disruption Event, or (C) terminating the Transaction and determining an amount payable in connection with an Extraordinary Event to which Cancellation and Payment would otherwise be applicable, Bank Citibank shall be entitled to designate an early settlement date (the “Bank Citibank Early Settlement Date”), in which case the Settlement Date shall be accelerated to the Bank Citibank Early Settlement Date and Physical Settlement shall apply; provided that Bank Citibank may in its sole discretion elect to permit Counterparty to elect Cash Settlement or Net Share Physical Settlement, in which event the Initial Valuation Pricing Date would be accelerated to the Bank Citibank Early Settlement Date. In the case of an Additional Termination Event with respect to a portion of the Transaction pursuant to Section 12(g), such acceleration of the Settlement Date or, if so permitted by Bank, the Initial Valuation Date, as the case may be, shall occur only with respect to the portion of the Transaction that Bank (or its affiliate) determines is affected by the occurrence of such event. For the avoidance of doubt, if the Bank Citibank Early Settlement Date occurs during a Valuation Pricing Period, then settlement in respect of the Valued Priced Shares for all Valuation Dates days in such Valuation Pricing Period occurring on or prior to the Bank date one regular settlement cycle following the Citibank Early Settlement Date (the aggregate number of such Valued Priced Shares, the “Number of Unwound Shares”) shall occur as provided in Section 5 above, and the acceleration of the Settlement Date (or Initial Valuation Pricing Date, as the case may be, ) described in the immediately preceding sentence shall be in respect of a Number of Shares equal to the Number of Shares, minus the Number of Unwound Shares.

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If Dealer shall owe Counterparty any amount pursuant to Section 6(d)(ii) of the Agreement (i) In lieu of (A) designating an Early Termination Date as the result of an Event of Default or Termination Event, (B) terminating the Transaction and determining a Cancellation Amount as the result of an Additional Disruption Event, or (C) terminating the Transaction and determining an amount payable in connection with an Extraordinary Event to which Cancellation and “Payment would otherwise be applicable, Bank shall be entitled to designate an early settlement date (the “Bank Early Settlement DateObligation”), in which case Counterparty shall have the Settlement Date shall be accelerated to the Bank Early Settlement Date and Physical Settlement shall apply; provided that Bank may right, in its sole discretion elect discretion, to permit Counterparty require Dealer to elect Cash Settlement or Net Share Settlement, in which event the Initial Valuation Date would be accelerated to the Bank Early Settlement Date. In the case of an Additional Termination Event with respect to a portion of the Transaction pursuant to Section 12(g), satisfy any such acceleration of the Settlement Date or, if so permitted by Bank, the Initial Valuation Date, as the case may be, shall occur only with respect to the portion of the Transaction that Bank (or its affiliate) determines is affected Payment Obligation by the occurrence of such event. For Share Termination Alternative (as defined below) by giving irrevocable telephonic notice to Dealer, confirmed in writing (which, for the avoidance of doubt, if may be by email) within one Scheduled Trading Day (which written confirmation shall contain the Bank representation and warranty set forth in Section 7(a)(i)), no later than 9:30 A.M., New York City time, on the relevant Early Settlement Termination Date occurs during a Valuation Period, then settlement or date of cancellation or termination in respect of an Extraordinary Event, as applicable (“Notice of Share Termination”); provided that if Counterparty does not elect to require Dealer to satisfy its Payment Obligation by the Valued Shares for all Valuation Dates Share Termination Alternative, Dealer shall have the right, in such Valuation Period occurring on its sole discretion, to elect to satisfy its Payment Obligation by the Share Termination Alternative, notwithstanding Counterparty’s failure to elect or prior election to the Bank Early Settlement Date contrary; and provided further that Counterparty shall not have the right to so elect (but, for the aggregate number avoidance of doubt, Dealer shall have the right to so elect) in the event of (i) an Insolvency, a Nationalization or a Merger Event, in each case, in which the consideration or proceeds to be paid to holders of Shares consists solely of cash or (ii) an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party or an Extraordinary Event, which Event of Default, Termination Event or Extraordinary Event resulted from an event or events within Counterparty’s control. Upon such Valued SharesNotice of Share Termination, the “Number of Unwound Shares”) following provisions shall occur as provided in Section 5 aboveapply on the Scheduled Trading Day immediately following the relevant merger date, and the acceleration of the Settlement Announcement Date, Early Termination Date or Initial Valuation Date, as the case may be, described in the immediately preceding sentence shall be date of cancellation or termination in respect of a Number of Shares equal to the Number of Sharesan Extraordinary Event, minus the Number of Unwound Shares.as applicable:

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If either party would owe the other party any amount pursuant to Sections 12.2, 12.3, 12.6, 12.7 or 12.9 of the Equity Definitions or pursuant to Section 6(d)(ii) of the Agreement (i) In lieu of (A) designating an Early Termination Date as the result of an Event of Default or Termination Event, (B) terminating the Transaction and determining a Cancellation Amount as the result of an Additional Disruption Event, or (C) terminating the Transaction and determining an amount payable in connection with an Extraordinary Event to which Cancellation and “Payment would otherwise be applicable, Bank shall be entitled to designate an early settlement date (the “Bank Early Settlement DateObligation”), in which case the Settlement Date shall Payment Obligation will be accelerated to satisfied by the Bank Early Settlement Date and Physical Settlement shall apply; Share Termination Alternative (as defined below), provided that Bank may Counterparty shall have the right, in its sole discretion elect discretion, to permit Counterparty satisfy or to elect Cash Settlement or Net Share Settlement, in which event the Initial Valuation Date would be accelerated require Dealer to the Bank Early Settlement Date. In the case of an Additional Termination Event with respect to a portion of the Transaction pursuant to Section 12(g), such acceleration of the Settlement Date or, if so permitted by Bank, the Initial Valuation Datesatisfy, as the case may be, any such Payment Obligation, in whole or in part, by the cash settlement by giving irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 9:30 A.M. New York City time on the Merger Date, Tender Offer Date, Announcement Date, Early Termination Date or date of cancellation or termination in respect of an Extraordinary Event, as applicable (“Notice of Cash Settlement”); provided further that if Dealer would owe Counterparty the Payment Obligation and Counterparty does elect to require Dealer to satisfy such Payment Obligation by cash settlement in whole, Dealer shall occur only with respect have the right, in its sole discretion, to elect to satisfy any portion of such Payment Obligation by the Share Termination Alternative, notwithstanding Counterparty’s failure to elect or election to the portion of contrary; and provided further that Counterparty shall not have the Transaction that Bank right to so elect (or its affiliate) determines is affected by the occurrence of such event. For but, for the avoidance of doubt, if Dealer shall have the Bank right to so elect) in the event of (i) an Insolvency, a Nationalization, a Merger Event or a Tender Offer, in each case, in which the consideration or proceeds to be paid to all holders of Shares consists solely of cash or (ii) an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party, which Event of Default or Termination Event resulted from an event or events within Counterparty’s control. Unless Counterparty has provided such Notice of Cash Settlement to Dealer, the following provisions shall apply on the Scheduled Trading Day that is also a Relevant Day immediately following the Merger Date, Tender Offer Date, Announcement Date, Early Settlement Termination Date occurs during a Valuation Period, then settlement or date of cancellation or termination in respect of the Valued Shares for all Valuation Dates in such Valuation Period occurring on or prior an Extraordinary Event, as applicable, with respect to the Bank Early Settlement Date Payment Obligation or such portion of the Payment Obligation for which the Share Termination Alternative has been elected (the aggregate number of such Valued Shares, the “Number of Unwound SharesApplicable Portion”) shall occur as provided in Section 5 above, and the acceleration of the Settlement Date or Initial Valuation Date, as the case may be, described in the immediately preceding sentence shall be in respect of a Number of Shares equal to the Number of Shares, minus the Number of Unwound Shares.):

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If either party would owe the other party any amount pursuant to Sections 12.2, 12.3, 12.6, 12.7 or 12.9 of the Equity Definitions or pursuant to Section 6(d)(ii) of the Agreement (i) In lieu of (A) designating an Early Termination Date as the result of an Event of Default or Termination Event, (B) terminating the Transaction and determining a Cancellation Amount as the result of an Additional Disruption Event, or (C) terminating the Transaction and determining an amount payable in connection with an Extraordinary Event to which Cancellation and “Payment would otherwise be applicable, Bank shall be entitled to designate an early settlement date (the “Bank Early Settlement DateObligation”), in which case the Settlement Date shall Payment Obligation will be accelerated to satisfied by the Bank Early Settlement Date and Physical Settlement shall apply; Share Termination Alternative (as defined below), provided that Bank may Counterparty shall have the right, in its sole discretion elect discretion, to permit Counterparty satisfy or to elect Cash Settlement or Net Share Settlement, in which event the Initial Valuation Date would be accelerated require Dealer to the Bank Early Settlement Date. In the case of an Additional Termination Event with respect to a portion of the Transaction pursuant to Section 12(g), such acceleration of the Settlement Date or, if so permitted by Bank, the Initial Valuation Datesatisfy, as the case may be, any such Payment Obligation, in whole or in part, by the cash settlement by giving irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 9:30 A.M. New York City time on the Merger Date, Tender Offer Date, Announcement Date, Early Termination Date or date of cancellation or termination in respect of an Extraordinary Event, as applicable (“Notice of Cash Settlement”); provided further that if Dealer would owe Counterparty the Payment Obligation and Counterparty does elect to require Dealer to satisfy such Payment Obligation by cash settlement in whole, Dealer shall occur only with respect have the right, in its sole discretion, to elect to satisfy any portion of such Payment Obligation by the Share Termination Alternative, notwithstanding Counterparty’s failure to elect or election to the portion of contrary; and provided further that Counterparty shall not have the Transaction that Bank right to so elect (or its affiliate) determines is affected by the occurrence of such event. For but, for the avoidance of doubt, if Dealer shall have the Bank right to so elect) in the event of (i) an Insolvency, a Nationalization, a Merger Event or a Tender Offer, in each case, in which the consideration or proceeds to be paid to all holders of Shares consists solely of cash or (ii) an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party, which Event of Default or Termination Event resulted from an event or events within Counterparty’s control. Unless Counterparty has provided such Notice of Cash Settlement to Dealer, the following provisions shall apply on the Scheduled Trading Day that is also a Relevant Day immediately following the Merger Date, Tender Offer Date, Announcement Date, Early Settlement Termination Date occurs during a Valuation Period, then settlement or date of cancellation or termination in respect of the Valued Shares for all Valuation Dates in such Valuation Period occurring on or prior an Extraordinary Event, as applicable, with respect to the Bank Early Settlement Date Payment Obligation or such portion of the Payment Obligation for which the Share Termination Alternative has been elected (the aggregate number “Applicable Portion”): Share Termination Alternative: Applicable and means, if delivery pursuant to the Share Termination Alternative is owed by Dealer, that Dealer shall deliver to Counterparty the Share Termination Delivery Property on the date on which the Payment Obligation would otherwise be due pursuant to Section 12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) of the Agreement, as applicable, or such Valued Shares, later date as the Calculation Agent may reasonably determine (the “Number of Unwound SharesShare Termination Payment Date”) shall occur as provided ), in Section 5 above, and the acceleration satisfaction of the Settlement Date Payment Obligation or Initial Valuation Datethe Applicable Portion, as the case may be; provided that, described the parties hereby agree that any purchases by Dealer of Share Termination Delivery Units shall be made solely on Relevant Days. If delivery pursuant to the Share Termination Alternative is owed by Counterparty, paragraphs 2 through 5 of Annex A shall apply as if such delivery were a settlement of the Transaction to which Net Share Settlement (as defined in Annex A) applied, the Cash Settlement Payment Date were the Early Termination Date, the Forward Cash Settlement Amount were zero (0) minus the Payment Obligation (or the Applicable Portion, as the case may be) owed by Counterparty, and “Shares” as used in Annex A were replaced by “Share Termination Delivery Units.” In order for Counterparty to elect the Share Termination Alternative available under this Section 10(a), Counterparty shall represent and warrant, as of the date of any election by Counterparty of the Share Termination Alternative, to and for the benefit of, and agrees with, Dealer that (A) none of Counterparty and its officers and directors is making such election “on the basis of” (within the meaning of Rule 10b5-1 under the Exchange Act) any material nonpublic information regarding Counterparty or the Shares and (B) all reports and other documents filed by Counterparty with the Securities and Exchange Commission pursuant to the Exchange Act when considered as a whole (with the more recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents), do not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein, in the immediately preceding sentence shall be light of the circumstances in respect of a Number of Shares equal to the Number of Shareswhich they were made, minus the Number of Unwound Sharesnot misleading.