Common use of Composition of Combined Consideration Clause in Contracts

Composition of Combined Consideration. Not Applicable; provided that, notwithstanding Sections 12.5(b) and 12.1(f) of the Equity Definitions, to the extent that the composition of the consideration for the relevant Shares pursuant to a Tender Offer or Merger Event could be elected by an actual holder of the Shares, the Calculation Agent will, in its sole discretion, determine such composition. 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” with the phrase “Hedge Positions” in clause (X) thereof, (iii) inserting the parenthetical “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” at the end of clause (A) thereof, (iv) immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date” and (v) immediately before the phrase “it has become illegal” in clause (X) thereof, adding the phrase “it will become illegal, there is a substantial likelihood that it will, within the next 30 calendar days, but before the Expiration Date of the Transaction become illegal, or”. Failure to Deliver: Applicable Insolvency Filing: Applicable; provided that the definition of “Insolvency Filing” in Section 12.9 of the Equity Definitions shall be amended by deleting the clause “provided that proceedings instituted or petitions presented by creditors and not consented to by the Issuer shall not be deemed an Insolvency Filing” at the end of such definition and replacing it with the following: “; or it has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by a creditor and such proceeding is not dismissed, discharged, stayed or restrained, in each case, within fifteen (15) days of the institution or presentation thereof.” Hedging Disruption: Applicable

Composition of Combined Consideration. Not Applicable; provided that, notwithstanding Sections 12.5(b) and 12.1(f) of the Equity Definitions, to the extent that the composition of the consideration for the relevant Shares pursuant to a Tender Offer or Merger Event could be elected by an actual holder of the Shares, the Calculation Agent will, in its sole discretion, determine such composition. 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 parenthetical beginning after the word “the interpretationregulation” in the third second line thereof with the phrase words “(including, for the avoidance of doubt and without limitation, (x) any tax law or public announcement of, the formal (y) adoption or informal interpretation”, promulgation of new regulations authorized or mandated by existing statute),” (ii) Section 12.9(a)(ii)(X) of the Equity Definitions is hereby amended by replacing the word “Shares” with the phrase “Hedge Positions” in clause (X) thereof, and (iii) inserting Section 12.9(a)(ii)(X) of the parenthetical “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated Equity Definitions is hereby amended by existing statute)” at the end of clause (A) thereof, (iv) immediately following the word “Transaction” in clause (X) thereof”, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date” and (v) immediately before the phrase “it has become illegal” in clause (X) thereof, adding the phrase “it will become illegal, there is a substantial likelihood that it will, within the next 30 calendar days, but before the Expiration Date of the Transaction become illegal, or”. Failure to Deliver: Applicable Insolvency Filing: Applicable; provided that the definition of “Insolvency Filing” in Section 12.9 of the Equity Definitions shall be amended by deleting the clause “provided that proceedings instituted or petitions presented by creditors and not consented to by the Issuer shall not be deemed an Insolvency Filing” at the end of such definition and replacing it with the following: “; or it has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by a creditor and such proceeding is not dismissed, discharged, stayed or restrained, in each case, within fifteen (15) days of the institution or presentation thereof.” Hedging Disruption: ApplicableApplicable Increased Cost of Hedging: Applicable Hedging Party: For all applicable Additional Disruption Events, Dealer or an affiliate of Dealer

Composition of Combined Consideration. Not Applicable; provided that, notwithstanding Sections 12.5(b) and 12.1(f) of the Equity Definitions, to the extent that the composition of the consideration for the relevant Shares pursuant to a Tender Offer or Merger Event could be elected by an actual holder of the Shares, the Calculation Agent will, in its sole discretion, determine such composition. 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 parenthetical beginning after the word “the interpretationregulation” in the third second line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) replacing the word “Shares” with the phrase “Hedge Positions” in clause (X) thereof, (iii) inserting the parenthetical 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),” at (ii) Section 12.9(a)(ii)(X) of the end of clause (A) thereofEquity Definitions is hereby amended by replacing the word “Shares” with the phrase “Hedge Positions”, (iviii) Section 12.9(a)(ii)(X) of the Equity Definitions is hereby amended by immediately following the word “Transaction” in clause (X) thereof”, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date” and (viv) immediately before adding the phrase words “it has become illegal” provided that, in case of clause (XY) 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 semicolon in the last line thereof, adding the phrase “it will become illegal, there is a substantial likelihood that it will, within the next 30 calendar days, but before the Expiration Date of the Transaction become illegal, or”. Failure to Deliver: Applicable Insolvency Filing: Applicable; provided that the definition of “Insolvency Filing” in Section 12.9 of the Equity Definitions shall be amended by deleting the clause “provided that proceedings instituted or petitions presented by creditors and not consented to by the Issuer shall not be deemed an Insolvency Filing” at the end of such definition and replacing it with the following: “; or it has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by a creditor and such proceeding is not dismissed, discharged, stayed or restrained, in each case, within fifteen (15) days of the institution or presentation thereof.” Hedging Disruption: ApplicableApplicable Increased Cost of Hedging: Not Applicable Hedging Party: For all applicable Additional Disruption Events, Dealer or an affiliate of Dealer

Composition of Combined Consideration. Not Applicable; provided that, notwithstanding Sections 12.5(b) and 12.1(f) of the Equity Definitions, to the extent that the composition of the consideration for the relevant Shares pursuant to a Tender Offer or Merger Event could be elected by an actual holder of the Shares, the Calculation Agent will, in its sole discretion, determine such composition. 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 (i) replacing the phrase parenthetical beginning after the word “the interpretationregulation” in the third second line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) replacing the word “Shares” with the phrase “Hedge Positions” in clause (X) thereof, (iii) inserting the parenthetical 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),” at (ii) Section 12.9(a)(ii)(X) of the end of clause (A) thereofEquity Definitions is hereby amended by replacing the word “Shares” with the phrase “Hedge Positions”, (iviii) Section 12.9(a)(ii)(X) of the Equity Definitions is hereby amended by immediately following the word “Transaction” in clause (X) thereof”, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date” and (viv) immediately before adding the phrase words “it has become illegal” provided that, in case of clause (XY) 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 semicolon in the last line thereof, adding the phrase “it will become illegal, there is a substantial likelihood that it will, within the next 30 calendar days, but before the Expiration Date of the Transaction become illegal, or”. Failure to Deliver: Applicable Insolvency FilingHedging Disruption: ApplicableApplicable Increased Cost of Hedging: Not Applicable Hedging Party: For all applicable Additional Disruption Events, Dealer or an affiliate of Dealer Determining Party: For all applicable Extraordinary Events, Dealer; provided provided, however, that all calculations, adjustments and determinations by the Determining Party shall be made in good faith and in a commercially reasonable manner. The parties agree that they will comply with the provisions set forth in the second paragraph under “Calculation Agent” in Section 4 below. Hedge Positions: The definition of “Insolvency FilingHedge Positions” in Section 12.9 13.2(b) of the Equity Definitions shall be amended by deleting inserting the clause words “provided that proceedings instituted or petitions presented by creditors an affiliate thereof” after the words “a party” in the third line thereof. Acknowledgments: Non-Reliance: Applicable Agreements and not consented to by the Issuer shall not be deemed an Insolvency Filing” at the end of such definition and replacing it with the followingAcknowledgments Regarding Hedging Activities: “; or it has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by a creditor and such proceeding is not dismissed, discharged, stayed or restrained, in each case, within fifteen (15) days of the institution or presentation thereof.” Hedging DisruptionApplicable Additional Acknowledgments: Applicable