Common use of Announcement Date Clause in Contracts

Announcement Date. The definition of “Announcement Date” in Section 12.1(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) replacing the words “voting shares” with the word “Shares” in the fifth line thereof, and (iv) inserting the words “by any entity” after the word “announcement” in the second and the fourth lines thereof. Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. 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 Insolvency Filing: Applicable Hedging Disruption: Applicable; provided that:

Announcement Date. The definition of “Announcement Date” in Section 12.1(l) 12.1 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) replacing the words “voting shares” with the word “Shares” in the fifth line thereof, and (iv) inserting the words “by Counterparty, any entitysubsidiary of Counterparty or any Valid Third-Party Entity” after the word “announcement” in the second and the fourth lines thereofthereof and (v) inserting the word “potential” following the words “in the case of a” at the beginning of clauses (i) and (ii) therein. Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. 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 Positions”, (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)”, (iv) immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the commercially reasonable manner contemplated by the Hedging Party on the Trade Date”, (v) adding the words “provided that, in the case of clause (Y) hereof and any law, regulation or interpretation, the consequence of such law, regulation or interpretation is applied in an equivalent manner by Dealer to all of its similarly situated counterparties and/or similar transactions, if any;” after the semi-colon in the last line thereof and (vi) adding the words “, or holding, acquiring or disposing of any Hedge Positions relating to,” and after the words “obligations under” in clause (iiY) thereof. Failure to Deliver: Applicable Hedging Disruption: Applicable; provided that Section 12.9(a)(ii)(X12.9(b)(iii) of the Equity Definitions is hereby amended by replacing inserting in the word third line thereof, after the words “Shares” with to terminate the phrase Transaction”, the words “Hedge Positions.” Failure to Deliveror a portion of the Transaction affected by such Hedging Disruption”. Increased Cost of Hedging: Not Applicable Insolvency FilingHedging Party: Applicable Hedging Disruption: Applicable; provided that:For all applicable Additional Disruption Events, Dealer.

Announcement Date. The definition of “Announcement Date” in Section 12.1(l) 12.1 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) replacing the words “voting shares” with the word “Shares” in the fifth line thereof, and (iv) inserting the words “by Counterparty or any entityValid Third-Party Entity” after the word “announcement” in the second and the fourth lines thereofthereof and (v) inserting the word “potential” following the words “in the case of a” at the beginning of clauses (i) and (ii) therein. Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. 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”, (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 (iiiv) Section 12.9(a)(ii)(Xadding the words “provided that, in the case of clause (Y) hereof and any law, regulation or interpretation, the consequence of such law, regulation or interpretation is applied equally by Dealer to all of its similarly situated counterparties and/or similar transactions, if any;” after the Equity Definitions is hereby amended by replacing semi-colon in the word “Shares” with the phrase “Hedge Positions.” last line thereof. Failure to Deliver: Not Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable; provided that:

Announcement Date. The definition of “Announcement Date” in Section 12.1(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) replacing the words “voting shares” with the word “Shares” in the fifth line thereof, and (iv) inserting the words “by (x) Company or any entityacquirer in, or other contemplated party to, the relevant transaction, (y) the board of directors of Company or any such acquirer or contemplated party, or (z) any advisor to or agent of Company or any such acquirer or other contemplated party” after the word “announcement” in the second and the fourth lines thereof, (v) inserting the word “potential” following the words “in the case of a” at the beginning of clauses (i) and (ii) therein, (vi) inserting the words “or Acquisition Transaction” after the words “Merger Event” in the second line thereof and (vii) inserting the words “or Acquisition Transaction, as the case may be” after the words “Merger Event” in the third line thereof. An Acquisition Transaction shall be an “Extraordinary Event” for purposes of Section 12.1(l) of the Equity Definitions. Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. Additional Disruption Events: Change in Law: Applicable; provided that (i) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (a) adding in the last line after “on its tax position)” the following: “; provided that such party has undertaken, and was unable after using commercially reasonable efforts, to utilize alternative Hedge Positions on commercially reasonable pricing terms, as long as (i) it would not violate any applicable law, rule, regulation or policy of such party to hold, acquire or dispose of such alternative Hedge Positions or Shares and (ii) such party would not incur a materially increased cost in performing its obligations under such Transaction or entering into and performing such alternative Hedge Positions (including, without limitation, due to any tax, duty, expense or fee, or any increase in tax liability, decrease in tax benefit or other adverse effect on its tax position), (b) 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 (iic) 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 Insolvency Filing: Applicable Hedging Disruption: Applicable; provided that:

Announcement Date. The definition of “Announcement Date” in Section 12.1(l) 12.1 of the Equity Definitions is hereby amended by (i) replacing the words “the first” with “any” and 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) replacing the words “voting shares” with the word “Shares” in the fifth line thereof, and (iv) inserting the words “by Counterparty, its subsidiary, or any entityValid Third-Party Entity” after the word “announcement” in the second and the fourth lines thereofthereof and (v) inserting the word “potential” following the words “in the case of a” at the beginning of clauses (i) and (ii) therein. Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. 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”, (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 (iiiv) Section 12.9(a)(ii)(Xadding the words “provided that, in the case of clause (Y) of hereof where such determination is based on Dealer’s policies and procedures, such policies and procedures have been adopted by Dealer in good faith and are generally applicable in similar situations and applied in a non-discriminatory manner;” after the Equity Definitions is hereby amended by replacing semi-colon in the word “Shares” with the phrase “Hedge Positions.” last line thereof. Failure to Deliver: Not Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable; provided that:

Announcement Date. The definition of “Announcement Date” in Section 12.1(l) 12.1 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) replacing the words “voting shares” with the word “Shares” in the fifth line thereof, and (iv) inserting the words “by any entityparty thereto or the Company or any affiliate or representative of the foregoing” after the word “announcement” in the second and the fourth lines thereof, and (v) inserting the words “or any subsequent public announcement of a change to such transaction or intention (including the termination or abandonment of such transaction or intention)” at the end of each of clauses (i) and (ii) thereof. Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. 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 the word “regulationShares” with the phrase “Hedge Positions” in clause (X) thereof and (ii) inserting the second line thereof with the words 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) Section 12.9(a)(ii)(X) of the Equity Definitions is hereby amended by replacing the word “Shares” with the phrase “Hedge Positions.” thereof. Failure to Deliver: Not Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable; provided that:

Announcement Date. The definition of “Announcement Date” in Section 12.1(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) replacing the words “voting shares” with the word “Shares” in the fifth line thereof, and (iv) inserting the words “by (x) Company or any entityacquirer in, or other contemplated party to, the relevant transaction, (y) the board of directors of Company or any such acquirer or contemplated party, or (z) any advisor to or agent of Company or any such acquirer or other contemplated party” after the word “announcement” in the second and the fourth lines thereofthereof and (v) inserting the word “potential” following the words “in the case of a” at the beginning of clauses (i) and (ii) therein. Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. Additional Disruption Events: Change in Law: Applicable; provided that (i) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (a) adding in the last line after “on its tax position)” the following: “; provided that such party has undertaken, and was unable after using commercially reasonable efforts, to utilize alternative Hedge Positions on commercially reasonable pricing terms, as long as (i) it would not violate any applicable law, rule, regulation or policy of such party to hold, acquire or dispose of such alternative Hedge Positions or Shares, (ii) such party would not incur a materially increased cost in performing its obligations under such Transaction or entering into and performing such alternative Hedge Positions (including, without limitation, due to any tax, duty, expense or fee, or any increase in tax liability, decrease in tax benefit or other adverse effect on its tax position) , (iii) such party would not suffer a material penalty, injunction, non-financial burden, reputational harm or other material adverse consequence or incur any material administrative or operational burden, in doing so and (iv) such party would not, in doing so, be required to take any action that is contrary to the intent of the law or regulation that is subject to the Change in Law” and (b) 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 Insolvency Filing: Applicable Hedging Disruption: Applicable; provided that:

Announcement Date. The definition of “Announcement Date” in Section 12.1(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) replacing the words “voting shares” with the word “Shares” in the fifth line thereof, and (iv) inserting the words “by (x) Company or any entityacquirer in, or other contemplated party to, the relevant transaction, (y) the board of directors of Company or any such acquirer or contemplated party, or (z) any advisor to or agent of Company or any such acquirer or other contemplated party” after the word “announcement” in the second and the fourth lines thereof, (v) inserting the word “potential” following the words “in the case of a” at the beginning of clauses (i) and (ii) therein, (vi) inserting the words “or Acquisition Transaction” after the words “Merger Event” in the second line thereof and (vii) inserting the words “or Acquisition Transaction, as the case may be” after the words “Merger Event” in the third line thereof. An Acquisition Transaction shall be an “Extraordinary Event” for purposes of Section 12.1(l) of the Equity Definitions. Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Nasdaq Global Select Market or The NASDAQ Nasdaq Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Nasdaq Global Select Market or The NASDAQ Nasdaq Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. Additional Disruption Events: Change in Law: Applicable; provided that (i) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (a) adding in the last line after “on its tax position)” the following: “; provided that such party has undertaken, and was unable after using commercially reasonable efforts, to utilize alternative Hedge Positions on commercially reasonable pricing terms, as long as (i) it would not violate any applicable law, rule, regulation or policy of such party to hold, acquire or dispose of such alternative Hedge Positions and (ii) such party would not incur a materially increased cost in performing its obligations under such Transaction or entering into and performing such alternative Hedge Positions (including, without limitation, due to any tax, duty, expense or fee, or any increase in tax liability, decrease in tax benefit or other adverse effect on its tax position)”, (b) 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 (iic) 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 Insolvency Filing: Applicable Hedging Disruption: Applicable; provided that:

Announcement Date. The definition of “Announcement Date” in Section 12.1(l) 12.1 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) replacing the words “voting shares” with the word “Shares” in the fifth line thereof, and (iv) inserting the words “by any entity” after the word “announcement” in the second and the fourth lines thereof. Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. 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 the word “regulationShares” with the phrase “Hedge Positions” in clause (X) thereof and (ii) inserting the second line thereof with the words parenthetical “(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 at the end of clause (iiA) Section 12.9(a)(ii)(X) of the Equity Definitions is hereby amended by replacing the word “Shares” with the phrase “Hedge Positions.” thereof. Failure to Deliver: Not Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable; provided that:

Announcement Date. The definition of “"Announcement Date” " in Section 12.1(l) 12.1 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) replacing the words “"voting shares” " with the word “"Shares” " in the fifth line thereof, and (iv) inserting the words “"by any entity” " after the word “"announcement” " in the second and the fourth lines thereof. Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. 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 the word “regulation” in the second line thereof "Shares" with the words “phrase "Hedge Positions" in clause (X) thereof and (ii) 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) Section 12.9(a)(ii)(X) of the Equity Definitions is hereby amended by replacing the word “Shares” with the phrase “Hedge Positions.” thereof. Failure to Deliver: Not Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable; provided that: