Common use of Announcement Event Clause in Contracts

Announcement Event. (i) The public announcement by the Counterparty, any of the Counterparty’s affiliates or agents or a Valid Third Party Entity of any Merger Event or Tender Offer or the announcement by the Counterparty, any of the Counterparty’s affiliates or agents or a Valid Third Party Entity of any intention to enter into a Merger Event or Tender Offer, (ii) the public announcement by the Counterparty, any of the Counterparty’s affiliates or agents or a Valid Third Party Entity of any potential acquisition or disposition by the Issuer and/or its subsidiaries where the aggregate consideration exceeds 35% of the market capitalization of the Issuer as of the date of such announcement (an “Acquisition Transaction”), (iii) the public announcement by the Counterparty or any of the Counterparty’s affiliates or agents of an intention by the Counterparty to enter into, or to explore strategic alternatives that may include a Merger Event or Tender Offer or an Acquisition Transaction or (iv) any subsequent public announcement by the Counterparty, any of the Counterparty’s affiliates or agents or a Valid Third Party Entity of a change to a transaction or intention that is the subject of an announcement of the type described in clause (i), (ii) or (iii) 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, as determined by the Calculation Agent in good faith and in a commercially reasonable manner. 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 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, as modified by Section 9(x)(iii) below.

Announcement Event. (i) The public announcement by the CounterpartyIssuer, any subsidiary of the Counterparty’s affiliates Issuer, any affiliate of Issuer, any agent of Issuer or agents or a any Valid Third Party Entity of (x) any Merger Event transaction or Tender Offer or the announcement event that is reasonably likely to be completed (as determined by the CounterpartyCalculation Agent taking into account the effect of such announcement on the market for the Shares and/or options on the Shares) and, any of the Counterparty’s affiliates or agents or a Valid Third Party Entity of any intention to enter into if completed, would constitute a Merger Event or Tender Offer, (iiy) the public announcement by the Counterparty, any of the Counterparty’s affiliates or agents or a Valid Third Party Entity of any potential acquisition or disposition by the Issuer and/or its subsidiaries where the aggregate consideration exceeds 35% of the market capitalization of the Issuer as of the date of such announcement (an a “Acquisition Transformative Transaction”)) or (z) the intention to enter into a Merger Event or Tender Offer or a Transformative Transaction, (iiiii) the public announcement by the Counterparty or any of the Counterparty’s affiliates or agents Issuer of an intention by the Counterparty to solicit or enter into, or to explore strategic alternatives or other similar undertakings that may include include, a Merger Event or Tender Offer or an Acquisition a Transformative Transaction or (iviii) any subsequent public announcement by any entity specified in clause (i) or (ii) of this sentence, as the Counterpartycase may be, any of the Counterparty’s affiliates or agents or a Valid Third Party Entity of a change to a transaction or intention that is the subject of an announcement of the type described in clause (i), (ii) or (iiiii) 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, as determined by the Calculation Agent in good faith and in a commercially reasonable mannerAgent. 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 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, as modified ; provided that Section 12.1(d) of the Equity Definitions is hereby amended by Section 9(x)(iii) belowreplacing “10%” with “15%” in the third line thereof.

Announcement Event. (i) The public announcement by the Counterparty, any subsidiary of the Counterparty’s affiliates Counterparty or agents or a any Valid Third Third-Party Entity (any such person or entity, a “Relevant Party”) of (x) any Merger Event transaction or Tender Offer or the announcement by the Counterpartyevent that, any of the Counterparty’s affiliates or agents or a Valid Third Party Entity of any intention to enter into if completed, would constitute a Merger Event or Tender Offer, (iiy) the public announcement by the Counterparty, any of the Counterparty’s affiliates or agents or a Valid Third Party Entity of any potential acquisition or disposition by the Issuer and/or its subsidiaries where the aggregate consideration exceeds 35% of the market capitalization of the Issuer as of the date of such announcement (an “Acquisition Transaction”)) or (z) the intention to enter into a Merger Event or Tender Offer or an Acquisition Transaction, (iiiii) the public announcement by the Counterparty or any of the Counterparty’s affiliates or agents Issuer of an intention by the Counterparty 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 an Acquisition Transaction or (iviii) any subsequent public announcement by a Relevant Party (in the Counterparty, any case of a transaction or intention pursuant to clause (i)) or Issuer (in the Counterparty’s affiliates case of a transaction or agents or a Valid Third Party Entity intention pursuant to clause (ii)) of a change to a transaction or intention that is the subject of an announcement of the type described in clause (i), (ii) or (iiiii) 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, as determined by the Calculation Agent in good faith and in a commercially reasonable mannerAgent. 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 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, as modified ; provided that (1) Section 12.1(d) of the Equity Definitions is hereby amended by (x) replacing “10%” with “25%” 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 9(x)(iii12.1(e) belowof the Equity Definitions is hereby amended by replacing the words “voting shares” in the first line thereof with the word “Shares”.

Announcement Event. (i) The public announcement by the Counterparty, Issuer and/or its subsidiaries or any of the Counterparty’s affiliates or agents or a Valid Third Party Entity of (x) any Merger Event transaction or Tender Offer or the announcement by the Counterpartyevent that, any of the Counterparty’s affiliates or agents or a Valid Third Party Entity of any intention to enter into if completed, would constitute a Merger Event or Tender Offer, or (iiy) the public announcement by the Counterparty, any of the Counterparty’s affiliates or agents or a Valid Third Party Entity of any potential acquisition or disposition by the Issuer and/or its subsidiaries where the aggregate consideration exceeds 3530% of the market capitalization of the Issuer as of the date of such announcement (an “Acquisition Transaction”), (iiiii) the public announcement by the Counterparty or any of the Counterparty’s affiliates or agents Issuer of an intention by the Counterparty to solicit or enter into, or to explore strategic alternatives that may include or other similar undertaking that, if consummated, would result in, a Merger Event or Tender Offer or an Acquisition Transaction or (iviii) any subsequent public announcement by (I) the Counterparty, Issuer and/or its subsidiaries or any of the Counterparty’s affiliates or agents or a Valid Third Party Entity of a change to a transaction or intention that is the subject of an announcement of the type described in clause (i), ) of this sentence or (II) the Issuer of a change to an intention that is the subject of an announcement of the type described in clause (ii) or (iii) of this sentence (in each case of clauses (I) and (II), 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, as determined by the Calculation Agent in good faith and in a commercially reasonable mannerAgent. 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 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, as modified by Section 9(x)(iii) below.

Announcement Event. (i) The public announcement by the Issuer, Counterparty, any of the Counterparty’s affiliates their subsidiaries or agents or a any Valid Third Party Entity (as defined below) of (x) any Merger Event transaction or Tender Offer or the announcement by the Counterpartyevent that, any of the Counterparty’s affiliates or agents or a Valid Third Party Entity of any intention to enter into if completed, would constitute a Merger Event or Tender Offer, (iiy) the public announcement by the Counterparty, any of the Counterparty’s affiliates or agents or a Valid Third Party Entity of any potential acquisition or disposition by the Issuer and/or its subsidiaries where the aggregate consideration exceeds 35% of the market capitalization of the Issuer as of the date of such announcement (an a “Acquisition Significant Transaction”)) or (z) the intention to enter into a Merger Event or Tender Offer or a Significant Transaction, (iiiii) the public announcement by the Counterparty Issuer or any subsidiary of the Counterparty’s affiliates or agents Issuer of an intention by the Counterparty 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 an Acquisition a Significant Transaction or (iviii) any subsequent public announcement by the Counterparty, Issuer, any of the Counterparty’s affiliates their subsidiaries or agents or a any Valid Third Party Entity of a change to a transaction or intention that is the subject of an announcement of the type described in clause (i), ) or (ii) or (iii) 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, as determined by the Calculation Agent in good faith and in a commercially reasonable mannersentence. 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 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 (as amended hereby). “Valid Third Party Entity” means, in respect of any transaction, any third party (or any agent or affiliate of such 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). 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 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 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 (iv) adding the words “provided that in the case of clause (Y) hereof, the consequence of such law, regulation or interpretation is applied consistently by Dealer to all similar transactions in a non-discriminatory manner;” after the semi-colon in the last line thereof; provided further that, in the case of any increased cost described in clause (Y) of Section 12.9(a)(ii) of the Equity Definitions, the consequences provided with respect to “Increased Cost of Hedging” in Section 12.9(b)(vi) of the Equity Definitions shall apply, as modified by Section 9(x)(iii) below.if Increased Cost of Hedging were applicable to such event. Failure to Deliver: Not Applicable Hedging Disruption: Applicable; provided that:

Announcement Event. (i) The public announcement by the Counterparty, (w) any of the Counterparty’s affiliates or agents or a Valid Third Party Entity entity of any Merger Event transaction or Tender Offer or the announcement event that is reasonably likely to be completed (as determined by the CounterpartyCalculation Agent taking into account the effect of such announcement on the market for the Shares and/or options on the Shares) and, any of the Counterparty’s affiliates or agents or a Valid Third Party Entity of any intention to enter into if completed, would constitute a Merger Event or Tender Offer, (iix) the public announcement by the Counterparty, Issuer or any of the Counterparty’s affiliates or agents or a Valid Third Party Entity subsidiary thereof of any potential acquisition or disposition by the Issuer and/or its subsidiaries where the aggregate consideration exceeds 3540% of the market capitalization of the Issuer as of the date of such announcement (an “Acquisition Transaction”), (iiiy) any entity of the intention to enter into a Merger Event or Tender Offer or (z) Issuer or any subsidiary thereof of the intention to enter into an Acquisition Transaction, (ii) the public announcement by the Counterparty or any of the Counterparty’s affiliates or agents Issuer of an intention by the Counterparty 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 an Acquisition Transaction or (iviii) any subsequent public announcement by the Counterparty, any of the Counterparty’s affiliates relevant entity making such previous announcement or agents Issuer (or a Valid Third Party Entity subsidiary thereof) of a change to a transaction or intention that is the subject of an announcement of the type described in clause (i), (ii) or (iiiii) of this sentence (including, without limitation, a new announcement, whether or not by the same partysuch party or Issuer (or a subsidiary thereof), 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, as determined by the Calculation Agent in good faith and in a commercially reasonable mannerAgent. 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” and “Tender Offer” shall mean each have the meanings assigned to such term as defined under Section 12.1(b) of in the Equity Definitions Definitions; provided that (but A) 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) disregarded and (B) “Tender Offer” shall mean such term as defined under Section 12.1(d) of the Equity Definitions shall be amended by replacing “10%” with “15%”. 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, as modified by Section 9(x)(iii) belowit 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.

Announcement Event. (i) The public announcement by the CounterpartyIssuer, any subsidiary of the Counterparty’s affiliates Issuer, any affiliate of Issuer, any agent or agents representative of Issuer, any Valid Third Party Entity or any affiliate of a Valid Third Party Entity of (x) any Merger Event transaction or Tender Offer or the announcement by the Counterpartyevent that, any of the Counterparty’s affiliates or agents or a Valid Third Party Entity of any intention to enter into if completed, would constitute a Merger Event or Tender Offer, (iiy) the public announcement by the Counterparty, any of the Counterparty’s affiliates or agents or a Valid Third Party Entity of any potential acquisition or disposition by the Issuer and/or its subsidiaries where the aggregate consideration exceeds 35% of the market capitalization of the Issuer as of the date of such announcement (an a “Acquisition Transformative Transaction”)) or (z) the intention to enter into a Merger Event or Tender Offer or a Transformative Transaction, (iiiii) the public announcement by the Counterparty or any of the Counterparty’s affiliates or agents Issuer of an intention by the Counterparty 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 an Acquisition Transaction or (iviii) any subsequent public announcement by the CounterpartyIssuer, any subsidiary of the Counterparty’s affiliates Issuer, any affiliate of Issuer, any agent or agents representative of Issuer or a Valid Third Party Entity of a change to a transaction or intention that is the subject of an announcement of the type described in clause (i), (ii) or (iiiii) 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, as determined by the Calculation Agent in good faith and in a commercially reasonable manner. 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 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, as modified by Section 9(x)(iii) below.

Announcement Event. (i) The public announcement by the CounterpartyIssuer, any subsidiary of the Counterparty’s affiliates Issuer, any affiliate of Issuer, any agent of Issuer, any Valid Third Party Entity or agents any agent or affiliate of a Valid Third Party Entity of (x) any Merger Event transaction or Tender Offer or the announcement by the Counterpartyevent that, any of the Counterparty’s affiliates or agents or a Valid Third Party Entity of any intention to enter into if completed, would constitute a Merger Event or Tender Offer, (iiy) the public announcement by the Counterparty, any of the Counterparty’s affiliates or agents or a Valid Third Party Entity of any potential acquisition or disposition by the Issuer and/or its subsidiaries where the aggregate consideration exceeds 35% of the market capitalization of the Issuer as of the date of such announcement (an “Acquisition Transaction”)) or (z) the intention to enter into a Merger Event or Tender Offer or an Acquisition Transaction, (iiiii) the public announcement by the Counterparty or any of the Counterparty’s affiliates or agents Issuer of an intention by the Counterparty 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 an Acquisition Transaction or (iviii) any subsequent public announcement by the Counterparty, any of entity making the Counterparty’s affiliates or agents or a Valid Third Party Entity previous announcement of a change to a transaction or intention that is the subject of an announcement of the type described in clause (i), (ii) or (iiiii) of this sentence (including, without limitation, a new announcement, whether or not by the same partyentity making the previous announcement, 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, as determined by the Calculation Agent in good faith and in a commercially reasonable manner. 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 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, as modified by Section 9(x)(iii) below.

Announcement Event. (i) The public announcement by the CounterpartyIssuer, any affiliate of the Counterparty’s affiliates Issuer, any agent of Issuer or agents or a any Valid Third Party Entity (any such person or entity, a “Relevant Party”) of (x) any Merger Event transaction or Tender Offer or the announcement by the Counterpartyevent that, any of the Counterparty’s affiliates or agents or a Valid Third Party Entity of any intention to enter into if completed, would constitute a Merger Event or Tender Offer, (iiy) the public announcement by the Counterparty, any of the Counterparty’s affiliates or agents or a Valid Third Party Entity of any potential acquisition or disposition by the Issuer and/or its subsidiaries where the aggregate consideration exceeds 35% of the market capitalization of the Issuer as of the date of such announcement (an “Acquisition Transaction”)) or (z) the intention to enter into a Merger Event or Tender Offer or an Acquisition Transaction, (iiiii) the public announcement by the Counterparty or any of the Counterparty’s affiliates or agents Issuer of an intention by the Counterparty 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 an Acquisition Transaction or (iviii) any subsequent public announcement by a Relevant Party (in the Counterparty, any case of a transaction or intention pursuant to clause (i)) or Issuer (in the Counterparty’s affiliates case of a transaction or agents or a Valid Third Party Entity intention pursuant to clause (ii)) of a change to a transaction or intention that is the subject of an announcement of the type described in clause (i), (ii) or (iiiii) 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, as determined by the Calculation Agent in good faith and in a commercially reasonable mannerAgent. 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 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, as modified ; 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 9(x)(iii12.1(e) belowof the Equity Definitions is hereby amended by replacing the words “voting shares” in the first line thereof with the word “Shares”.