Common use of Announcement Event Clause in Contracts

Announcement Event. (i) The public announcement by Issuer, any subsidiary of Issuer, any affiliate of Issuer, any agent of Issuer or any Valid Third Party Entity of (x) any transaction or event that is reasonably likely to be completed (as determined by the Calculation Agent taking into account the effect of such announcement on the market for the Shares and/or options on the Shares) and, if completed, would constitute a Merger Event or Tender Offer, (y) any potential acquisition or disposition by Issuer and/or its subsidiaries where the aggregate consideration exceeds 35% of the market capitalization of Issuer as of the date of such announcement (a “Transformative Transaction”) or (z) the intention to enter into a Merger Event or Tender Offer or a Transformative Transaction, (ii) the public announcement by Issuer of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, a Merger Event or Tender Offer or a Transformative Transaction or (iii) any subsequent public announcement by any entity specified in clause (i) or (ii) of this sentence, as the case may be, of a change to a transaction or intention that is the subject of an announcement of the type described in clause (i) or (ii) of this sentence (including, without limitation, a new announcement, whether or not by the same party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention), as determined by the Calculation Agent. For the avoidance of doubt, the occurrence of an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event with respect to such transaction or intention. For purposes of this definition of “Announcement Event,” (A) “Merger Event” shall mean such term as defined under Section 12.1(b) of the Equity Definitions (but, for the avoidance of doubt, the remainder of the definition of “Merger Event” in Section 12.1(b) of the Equity Definitions following the definition of “Reverse Merger” therein shall be disregarded) and (B) “Tender Offer” shall mean such term as defined under Section 12.1(d) of the Equity Definitions.

Announcement Event. (iw) The public announcement by IssuerAn Announcement Date occurs in respect of a Merger Event (for the avoidance of doubt, any subsidiary determined without regard to the language in the definition of Issuer, any affiliate “Merger Event” following the definition of Issuer, any agent of Issuer “Reverse Merger” therein) or any Valid Third Party Entity of (x) Tender Offer or any transaction or event that is reasonably likely or series of transactions and/or events that, if consummated, would lead to be completed a Merger Event or Tender Offer (as determined by the Calculation Agent taking into account the effect of such announcement on the market for the Shares and/or options on the Shares) and, if completed, would constitute a Merger Event or Tender OfferAgent), (yx) any potential acquisition or disposition by Issuer and/or its subsidiaries where the aggregate consideration exceeds 35% of the market capitalization of Issuer as of the date of such announcement (Counterparty makes a “Transformative Transaction”) or (z) the intention to enter into a Merger Event or Tender Offer or a Transformative Transaction, (ii) the public announcement by Issuer of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, include a Merger Event or Tender Offer or Offer, (y) there occurs a Transformative Transaction public announcement by (1) any Valid Third-Party Entity in respect of the relevant transaction, (2) Counterparty or (iii3) any subsidiary of Counterparty, in each case, of any potential acquisition or disposition by Counterparty and/or its subsidiaries where the aggregate consideration exceeds 35% of the market capitalization of Counterparty as of the date of such announcement (an “Acquisition Transaction”) or (z) there occurs any subsequent public announcement by any entity specified in clause (i) or (ii) of this sentence, as the case may be, of a change to a transaction or intention that is the subject of an announcement of the type described in clause (iw), (x) or (iiy) of this sentence (including, without limitation, a new announcement, whether or not by the same party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention) (in each case, whether such announcement (and only if such announcement) is made by Counterparty, its subsidiaries or a Valid Third-Party Entity) (any event described in clause (w), as determined by the Calculation Agent. For the avoidance of doubt(x), the occurrence of (y) or (z), an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event with respect to such transaction or intention. For purposes of this definition of “Announcement Event,” (A) “Merger Event” shall mean such term as defined under Section 12.1(b) of the Equity Definitions (but, for the avoidance of doubt, the remainder of the definition of “Merger Event” in Section 12.1(b) of the Equity Definitions following the definition of “Reverse Merger” therein shall be disregarded) and (B) “Tender Offer” shall mean such term as defined under Section 12.1(d) of the Equity Definitions”).

Announcement Event. (iw) The public announcement by Issuer, any subsidiary of Issuer, any affiliate of Issuer, any agent of Issuer or any Valid Third Third-Party Entity and/or any of (x) their respective affiliates of a Merger Event or Tender Offer or any transaction or event that is reasonably likely or series of transactions and/or events that, if consummated, would lead to be completed a Merger Event or Tender Offer (as determined by the Calculation Agent taking into account the effect Agent), (x) Issuer or any of such its affiliates makes a public announcement on the market for the Shares and/or options on the Shares) andof an intention to solicit or enter into, if completedor to explore strategic alternatives or other similar undertaking that may include, would constitute a Merger Event Event, Tender Offer or Tender OfferTransformative Transaction (as defined below), (y) there occurs a public announcement by (1) any Valid Third-Party Entity, (2) Issuer or (3) any of their respective affiliates, in each case, of any potential acquisition or disposition disposal by Issuer and/or its subsidiaries where the aggregate consideration payable or receivable exceeds 3533% of the market capitalization of Issuer as of the date of such announcement (a “Transformative Transaction”) or (z) the intention to enter into a Merger Event or Tender Offer or a Transformative Transaction, (ii) the public announcement by Issuer of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, a Merger Event or Tender Offer or a Transformative Transaction or (iii) there occurs any subsequent public announcement by any entity specified in clause (i) or (ii) of this sentence, as the case may be, of a change to a transaction transaction, intention or intention event that is the subject of an announcement of the type described in clause (iw), (x) or (iiy) of this sentence (including, without limitation, a new announcement, whether or not by the same party, relating to such a transaction transaction, intention or intention event or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction transaction, intention or intention)event, in each case, whether such announcement is made by Issuer, a Valid Third-Party Entity or their respective affiliates) as determined by the Calculation AgentAgent (any event described in clause (w), (x), (y) or (z), an “Announcement Event”). For the avoidance of doubt, the occurrence of an Announcement Event with respect to any transaction transaction, intention or intention event shall not preclude the occurrence of a later Announcement Event with respect to such transaction transaction, intention or intentionevent. For purposes of this definition of “Announcement Event,” ”, (A) “Merger Event” shall mean such term as defined under Section 12.1(b) of the Equity Definitions (but, for the avoidance of doubt, the remainder of the definition of “Merger Event” in Section 12.1(b) of the Equity Definitions following the definition of “Reverse Merger” therein shall be disregarded) and (B) “Tender Offer” shall mean such term as defined under Section 12.1(d) of the Equity DefinitionsDefinitions; provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%” in the third line thereof.

Announcement Event. (iw) The public announcement by IssuerAn Announcement Date occurs in respect of a Merger Event (for the avoidance of doubt, any subsidiary determined without regard to the language in the definition of Issuer, any affiliate “Merger Event” following the definition of Issuer, any agent of Issuer “Reverse Merger” therein) or any Valid Third Party Entity of (x) Tender Offer or any transaction or event that is reasonably likely or series of transactions and/or events that, if consummated, would lead to be completed a Merger Event or Tender Offer (as determined by the Calculation Agent taking into account the effect of such announcement on the market for the Shares and/or options on the Shares) and, if completed, would constitute a Merger Event or Tender OfferAgent), (yx) any potential acquisition or disposition by Issuer and/or its subsidiaries where the aggregate consideration exceeds 35% of the market capitalization of Issuer as of the date of such announcement (Counterparty makes a “Transformative Transaction”) or (z) the intention to enter into a Merger Event or Tender Offer or a Transformative Transaction, (ii) the public announcement by Issuer of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, include a Merger Event or Tender Offer or Offer, (y) there occurs a Transformative Transaction public announcement by (1) any Valid Third-Party Entity in respect of the relevant transaction, (2) Counterparty or (iii3) any subsidiary of Counterparty, in each case, of any potential acquisition by Counterparty and/or its subsidiaries where the aggregate consideration exceeds 35% of the market capitalization of Counterparty as of the date of such announcement (an “Acquisition Transaction”) or (z) there occurs any subsequent public announcement by any entity specified in clause (i) or (ii) of this sentence, as the case may be, of a change to a transaction or intention that is the subject of an announcement of the type described in clause (iw), (x) or (iiy) of this sentence (including, without limitation, a new announcement, whether or not by the same party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention) (in each case, whether such announcement (and only if such announcement) is made by Counterparty, its subsidiaries or a Valid Third-Party Entity) (any event described in clause (w), as determined by the Calculation Agent. For the avoidance of doubt(x), the occurrence of (y) or (z), an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event with respect to such transaction or intention. For purposes of this definition of “Announcement Event,” (A) “Merger Event” shall mean such term as defined under Section 12.1(b) of the Equity Definitions (but, for the avoidance of doubt, the remainder of the definition of “Merger Event” in Section 12.1(b) of the Equity Definitions following the definition of “Reverse Merger” therein shall be disregarded) and (B) “Tender Offer” shall mean such term as defined under Section 12.1(d) of the Equity Definitions”).

Announcement Event. (iw) The public announcement by Issuer, any subsidiary An Announcement Date occurs in respect of Issuer, any affiliate of Issuer, any agent of Issuer or any Valid Third Party Entity of (x) any transaction or event that is reasonably likely to be completed (as determined by the Calculation Agent taking into account the effect of such announcement on the market for the Shares and/or options on the Shares) and, if completed, would constitute a Merger Event or Tender Offer, (y) any potential acquisition or disposition by Issuer and/or its subsidiaries where the aggregate consideration exceeds 35% of the market capitalization of Issuer as of the date of such announcement (a “Transformative Transaction”) or (z) the intention to enter into a Merger Event or Tender Offer or any transaction or event or series of transactions and/or events that, if consummated, would lead to a Transformative TransactionMerger Event or Tender Offer (as determined by the Calculation Agent), (iix) the Counterparty makes a public announcement by Issuer of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, include a Merger Event or Tender Offer or Offer, (y) there occurs a Transformative Transaction public announcement by (1) any Valid Third-Party Entity in respect of the relevant transaction, (2) Counterparty or (iii3) any subsidiary of Counterparty, in each case, of any potential acquisition by Counterparty and/or its subsidiaries where the aggregate consideration exceeds 35% of the market capitalization of Counterparty as of the date of such announcement (an “Acquisition Transaction”) or (z) there occurs any subsequent public announcement by any entity specified in clause (i) or (ii) of this sentence, as the case may be, of a change to a transaction or intention that is the subject of an announcement of the type described in clause (iw), (x) or (iiy) of this sentence (including, without limitation, a new announcement, whether or not by the same party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention) (in each case, whether such announcement is made by Counterparty, its subsidiaries or a Valid Third-Party Entity) (any event described in clause (w), as determined by the Calculation Agent. For the avoidance of doubt(x), the occurrence of (y) or (z), an “Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event with respect to such transaction or intentionEvent”). For purposes of this definition of “Announcement Event,” ”, (A) “Merger Event” shall mean such term as defined under Section 12.1(b) of the Equity Definitions (but, for the avoidance of doubt, the remainder of the definition of “Merger Event” in Section 12.1(b) of the Equity Definitions following the definition of “Reverse Merger” therein shall be disregarded) and (B) “Tender Offer” shall mean such term as defined under Section 12.1(d) of the Equity Definitions; provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20% in the third line thereof.

Announcement Event. (i) The public announcement by Issuer, any subsidiary of the Issuer, any affiliate of Issuer, any or agent of the Issuer or any Valid Third Third-Party Entity Entity, in each case, that has a material effect on the Shares and/or options relating to the Shares of (x) any transaction or event that is reasonably likely to be completed (as determined by the Calculation Agent taking into account the effect of such announcement on the market for the Shares and/or options on the Shares) andthat, if completed, would constitute a Merger Event or Tender Offer, (y) any potential acquisition or disposition by Issuer and/or its subsidiaries where the aggregate consideration exceeds 3515% of the market capitalization of Issuer as of the date of such announcement (a an “Transformative Acquisition Transaction”) or (z) the intention to enter into a Merger Event or Tender Offer or a Transformative an Acquisition Transaction, (ii) the public announcement by Issuer of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, a Merger Event or Tender Offer or a Transformative an Acquisition Transaction or (iii) any subsequent public announcement by the Issuer, any entity specified in clause (i) affiliate or (ii) agent of this sentencethe Issuer or any Valid Third-Party Entity, as the case may be, of a change to a transaction or intention that is the subject of an announcement of the type described in clause (i) or (ii) of this sentence (including, without limitation, a new announcement, whether or not by the same party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention), as determined by the Calculation Agent. For the avoidance of doubt, the occurrence of an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event with respect to such transaction or intention. For purposes of this definition of “Announcement Event,” (A) “Merger Event” shall mean such term as defined under Section 12.1(b) of the Equity Definitions (but, for the avoidance of doubt, the remainder of the definition of “Merger Event” in Section 12.1(b) of the Equity Definitions following the definition of “Reverse Merger” therein shall be disregarded) and (B) “Tender Offer” shall mean such term as defined under Section 12.1(d) of the Equity Definitions.an

Announcement Event. (iw) The public announcement by IssuerAn Announcement Date occurs in respect of a potential Merger Event (for the avoidance of doubt, any subsidiary determined without regard to the language in the definition of Issuer, any affiliate “Merger Event” following the definition of Issuer, any agent of Issuer “Reverse Merger” therein) or any Valid Third Party Entity of (x) Tender Offer or any transaction or event that is reasonably likely or series of transactions and/or events that, if consummated, would lead to be completed a Merger Event or Tender Offer (as determined by the Calculation Agent taking into account the effect of such announcement on the market for the Shares and/or options on the Shares) and, if completed, would constitute a Merger Event or Tender OfferAgent), (yx) any potential acquisition Counterparty, a subsidiary, affiliate, agent or disposition by Issuer and/or its subsidiaries where the aggregate consideration exceeds 35% representative of the market capitalization of Issuer as of the date of such announcement (Counterparty makes a “Transformative Transaction”) or (z) the intention to enter into a Merger Event or Tender Offer or a Transformative Transaction, (ii) the public announcement by Issuer of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, include a Merger Event or Event, Tender Offer or an Acquisition Transaction, (y) there occurs a Transformative Transaction public announcement by (1) any Valid Third-Party Entity in respect of the relevant transaction, (2) Counterparty or (iii3) any subsidiary, affiliate, agent or representative of Counterparty, in each case, of any potential acquisition or disposition by Counterparty and/or its subsidiaries where the aggregate consideration exceeds 35% of the market capitalization of Counterparty as of the date of such announcement (an “Acquisition Transaction”) or (z) there occurs any subsequent public announcement by any entity specified in clause (i) or (ii) of this sentence, as the case may be, of a change to a transaction or intention that is the subject of an announcement of the type described in clause (iw), (x) or (iiy) of this sentence (including, without limitation, a new announcement, whether or not by the same party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention) (in each case, whether such announcement (and only if such announcement) is made by Counterparty, its subsidiary, affiliate, agent or representative, or a Valid Third-Party Entity) (any event described in clause (w), (x), (y) or (z), an “Announcement Event”) as determined by the Calculation Agent. For the avoidance of doubt, the occurrence of an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event with respect to such transaction or intention. For purposes of this definition of “Announcement Event,” (A) “Merger Event” shall mean such term as defined under Section 12.1(b) of the Equity Definitions (but, for the avoidance of doubt, the remainder of the definition of “Merger Event” in Section 12.1(b) of the Equity Definitions following the definition of “Reverse Merger” therein shall be disregarded) and (B) “Tender Offer” shall mean such term as defined under Section 12.1(d) of the Equity Definitions; provided that (1) Section 12.1(d) of the Equity Definitions is hereby amended by (x) replacing “10%” with “20%” in the third line thereof and (y) replacing the words “voting shares of the Issuer” in the fourth line thereof with the word “Shares” and (2) Section 12.1(e) of the Equity Definitions is hereby amended by replacing the words “voting shares” in the first line thereof with the word “Shares”.

Announcement Event. (iw) The public announcement by Issuer, any subsidiary An Announcement Date occurs in respect of Issuer, any affiliate of Issuer, any agent of Issuer or any Valid Third Party Entity of (x) any transaction or event that is reasonably likely to be completed (as determined by the Calculation Agent taking into account the effect of such announcement on the market for the Shares and/or options on the Shares) and, if completed, would constitute a Merger Event or Tender Offer, (y) any potential acquisition or disposition by Issuer and/or its subsidiaries where the aggregate consideration exceeds 35% of the market capitalization of Issuer as of the date of such announcement (a “Transformative Transaction”) or (z) the intention to enter into a Merger Event or Tender Offer or any transaction or event or series of transactions and/or events that, if consummated, would lead to a Transformative TransactionMerger Event or Tender Offer (as determined by the Calculation Agent), (iix) the Counterparty makes a public announcement by Issuer of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, include a Merger Event or Tender Offer or Offer, (y) there occurs a Transformative Transaction public announcement by (1) any Valid Third-Party Entity in respect of the relevant transaction, (2) Counterparty or (iii3) any subsidiary of Counterparty, in each case, of any potential acquisition by Counterparty and/or its subsidiaries where the aggregate consideration exceeds 35% of the market capitalization of Counterparty as of the date of such announcement (an “Acquisition Transaction”) or (z) there occurs any subsequent public announcement by any entity specified in clause (i) or (ii) of this sentence, as the case may be, of a change to a transaction or intention that is the subject of an announcement of the type described in clause (iw), (x) or (iiy) of this sentence (including, without limitation, a new announcement, whether or not by the same party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention) (in each case, whether such announcement is made by Counterparty, its subsidiaries or a Valid Third-Party Entity) (any event described in clause (w), as determined by the Calculation Agent. For the avoidance of doubt(x), the occurrence of (y) or (z), an “Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event with respect to such transaction or intentionEvent”). For purposes of this definition of “Announcement Event,” ”, (A) “Merger Event” shall mean such term as defined under Section 12.1(b) of the Equity Definitions (but, for the avoidance of doubt, the remainder of the definition of “Merger Event” in Section 12.1(b) of the Equity Definitions following the definition of “Reverse Merger” therein shall be disregarded) and (B) “Tender Offer” shall mean such term as defined under Section 12.1(d) of the Equity Definitions; provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20% in the third line thereof. Valid Third-Party Entity: In respect of any transaction, any third party that has a bona fide intent to enter into or consummate such transaction (it being understood and agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent may take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating to the Shares).

Announcement Event. (iw) The public announcement by IssuerAn Announcement Date occurs in respect of a potential Merger Event (for the avoidance of doubt, any subsidiary determined without regard to the language in the definition of Issuer, any affiliate “Merger Event” following the definition of Issuer, any agent of Issuer “Reverse Merger” therein) or any Valid Third Party Entity of (x) Tender Offer or any transaction or event that is reasonably likely or series of transactions and/or events that, if consummated, would lead to be completed a Merger Event or Tender Offer (as determined by the Calculation Agent taking into account the effect of such announcement on the market for the Shares and/or options on the Shares) and, if completed, would constitute a Merger Event or Tender OfferAgent), (yx) any potential acquisition or disposition by Issuer and/or its subsidiaries where the aggregate consideration exceeds 35% of the market capitalization of Issuer as of the date of such announcement (Counterparty makes a “Transformative Transaction”) or (z) the intention to enter into a Merger Event or Tender Offer or a Transformative Transaction, (ii) the public announcement by Issuer of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, include a Merger Event or Tender Offer or Offer, (y) there occurs a Transformative Transaction public announcement by (1) any Valid Third-Party Entity in respect of the relevant transaction, (2) Counterparty or (iii3) any subsidiary of Counterparty, in each case, of any potential acquisition or disposition by Counterparty and/or its subsidiaries where the aggregate consideration exceeds 35% of the market capitalization of Counterparty as of the date of such announcement (an “Acquisition Transaction”) or (z) there occurs any subsequent public announcement by any entity specified in clause (i) or (ii) of this sentence, as the case may be, of a change to a transaction or intention that is the subject of an announcement of the type described in clause (iw), (x) or (iiy) of this sentence (including, without limitation, a new announcement, whether or not by the same party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention) (in each case, whether such announcement (and only if such announcement) is made by Counterparty, its subsidiary, or a Valid Third-Party Entity) (any event described in clause (w), (x), (y) or (z), an “Announcement Event”) as determined by the Calculation Agent. For the avoidance of doubt, the occurrence of an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event with respect to such transaction or intention. For purposes of this definition of “Announcement Event,” (A) “Merger Event” shall mean such term as defined under Section 12.1(b) of the Equity Definitions (but, for the avoidance of doubt, the remainder of the definition of “Merger Event” in Section 12.1(b) of the Equity Definitions following the definition of “Reverse Merger” therein shall be disregarded) and (B) “Tender Offer” shall mean such term as defined under Section 12.1(d10(y) of the Equity Definitionsbelow.

Announcement Event. (iw) The public announcement by IssuerAn Announcement Date occurs in respect of a potential Merger Event (for the avoidance of doubt, any subsidiary determined without regard to the language in the definition of Issuer, any affiliate “Merger Event” following the definition of Issuer, any agent of Issuer “Reverse Merger” therein) or any Valid Third Party Entity of (x) Tender Offer or any transaction or event that is reasonably likely or series of transactions and/or events that, if consummated, would lead to be completed a Merger Event or Tender Offer (as determined by the Calculation Agent taking into account the effect of such announcement on the market for the Shares and/or options on the Shares) and, if completed, would constitute a Merger Event or Tender OfferAgent), (yx) any potential acquisition or disposition by Issuer and/or its subsidiaries where the aggregate consideration exceeds 35% of the market capitalization of Issuer as of the date of such announcement (Counterparty makes a “Transformative Transaction”) or (z) the intention to enter into a Merger Event or Tender Offer or a Transformative Transaction, (ii) the public announcement by Issuer of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, include a Merger Event or Tender Offer or Offer, (y) there occurs a Transformative Transaction public announcement by (1) any Valid Third-Party Entity in respect of the relevant transaction, (2) Counterparty or (iii3) any subsidiary of Counterparty, in each case, of any potential acquisition or disposition by Counterparty and/or its subsidiaries where the aggregate consideration exceeds 35% of the market capitalization of Counterparty as of the date of such announcement (an “Acquisition Transaction”) or (z) there occurs any subsequent public announcement by any entity specified in clause (i) or (ii) of this sentence, as the case may be, of a change to a transaction or intention that is the subject of an announcement of the type described in clause (iw), (x) or (iiy) of this sentence (including, without limitation, a new announcement, whether or not by the same party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention) (in each case, whether such announcement (and only if such announcement) is made by Counterparty, its subsidiary, or a Valid Third-Party Entity) (any event described in clause (w), (x), (y) or (z), an “Announcement Event”) as determined by the Calculation Agent. For the avoidance of doubt, the occurrence of an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event with respect to such transaction or intention. For purposes of this definition of “Announcement Event,” (A) “Merger Event” shall mean such term as defined under Section 12.1(b) of the Equity Definitions (but, for the avoidance of doubt, the remainder of the definition of “Merger Event” in Section 12.1(b) of the Equity Definitions following the definition of “Reverse Merger” therein shall be disregarded) and (B) “Tender Offer” shall mean such term as defined under Section 12.1(d10(y) of the Equity Definitionsbelow .

Announcement Event. (iw) The public announcement by IssuerAn Announcement Date occurs in respect of a potential Merger Event (for the avoidance of doubt, any subsidiary determined without regard to the language in the definition of Issuer, any affiliate “Merger Event” following the definition of Issuer, any agent of Issuer “Reverse Merger” therein) or any Valid Third Party Entity of (x) Tender Offer or any transaction or event that is reasonably likely or series of transactions and/or events that, if consummated, would lead to be completed a Merger Event or Tender Offer (as determined by the Calculation Agent taking into account the effect of such announcement on the market for the Shares and/or options on the Shares) and, if completed, would constitute a Merger Event or Tender OfferAgent), (yx) any potential acquisition or disposition by Issuer and/or its subsidiaries where the aggregate consideration exceeds 35% of the market capitalization of Issuer as of the date of such announcement (Counterparty makes a “Transformative Transaction”) or (z) the intention to enter into a Merger Event or Tender Offer or a Transformative Transaction, (ii) the public announcement by Issuer of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, include a Merger Event or Event, Tender Offer or an Acquisition Transaction, (y) there occurs a Transformative Transaction public announcement by (1) any Valid Third-Party Entity in respect of the relevant transaction, (2) Counterparty or (iii3) any subsidiary of Counterparty, in each case, of any potential acquisition or disposition by Counterparty and/or its subsidiaries where the aggregate consideration exceeds 35% of the market capitalization of Counterparty as of the date of such announcement (an “Acquisition Transaction”) or (z) there occurs any subsequent public announcement by any entity specified in clause (i) or (ii) of this sentence, as the case may be, of a change to a transaction or intention that is the subject of an announcement of the type described in clause (iw), (x) or (iiy) of this sentence (including, without limitation, a new announcement, whether or not by the same party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention) (in each case, whether such announcement (and only if such announcement) is made by Counterparty, its subsidiary, or a Valid Third-Party Entity) (any event described in clause (w), (x), (y) or (z), an “Announcement Event”) as determined by the Calculation Agent. For the avoidance of doubt, the occurrence of an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event with respect to such transaction or intention. For purposes of this definition of “Announcement Event,” (A) “Merger Event” shall mean such term as defined under Section 12.1(b) of the Equity Definitions (but, for the avoidance of doubt, the remainder of the definition each of “Merger Event” in Section 12.1(b) of the Equity Definitions following the definition of “Reverse Merger” therein shall be disregarded) and (B) “Tender Offer” shall mean such term as defined under Section 12.1(d10(y) of the Equity Definitionsbelow .

Announcement Event. (i) The public announcement by Issuer, any subsidiary of the Issuer, any affiliate of Issuer, any or agent of the Issuer or any Valid Third Third-Party Entity Entity, in each case, that has a material effect on the Shares and/or options relating to the Shares of (x) any transaction or event that is reasonably likely to be completed (as determined by the Calculation Agent taking into account the effect of such announcement on the market for the Shares and/or options on the Shares) andthat, if completed, would constitute a Merger Event or Tender Offer, (y) any potential acquisition or disposition by Issuer and/or its subsidiaries where the aggregate consideration exceeds 3515% of the market capitalization of Issuer as of the date of such announcement (a an “Transformative Acquisition Transaction”) or (z) the intention to enter into a Merger Event or Tender Offer or a Transformative an Acquisition Transaction, (ii) the public announcement by Issuer of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, a Merger Event or Tender Offer or a Transformative an Acquisition Transaction or (iii) any subsequent public announcement by the Issuer, any entity specified in clause (i) affiliate or (ii) agent of this sentencethe Issuer or any Valid Third-Party Entity, as the case may be, of a change to a transaction or intention that is the subject of an announcement of the type described in clause (i) or (ii) of this sentence (including, without limitation, a new announcement, whether or not by the same party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention), as determined by the Calculation Agent. For the avoidance of doubt, the occurrence of an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event with respect to such transaction or intention. For purposes of this definition of “Announcement Event,” (A) “Merger Event” shall mean such term as defined under Section 12.1(b) of the Equity Definitions (but, for the avoidance of doubt, the remainder of the definition of “Merger Event” in Section 12.1(b) of the Equity Definitions following the definition of “Reverse Merger” therein shall be disregarded) and (B) “Tender Offer” shall mean such term as defined under Section 12.1(d) of the Equity Definitions.or