Disruption Events Clause Samples

Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended (i) by the replacement of the word “Shares” with “Hedge Positions” in clause (X) thereof; (ii) by adding the phrase “or announcement” immediately after the phrase “due to the promulgation” in the third line thereof and adding the phrase “formal or informal” before the word “interpretation” in the same line; and (iii) immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date, unless the illegality is due to an act or omission of the party seeking to elect termination of the Transaction”. Failure to Deliver: Inapplicable Insolvency Filing: Applicable Loss of Stock Borrow: Applicable Maximum Stock Loan Rate: 200 basis points per annum Increased Cost of Stock Borrow: Applicable Initial Stock Loan Rate: 25 basis points per annum Increased Cost of Hedging: Applicable Hedging Disruption: Applicable Hedging Party: Société Générale for all applicable Additional Disruption Events Determining Party: Société Générale for all applicable Additional Disruption Events Non-Reliance: Applicable Agreements and Acknowledgements Regarding Hedging Activities: Applicable Additional Acknowledgements: Applicable

Disruption Events. Change in Law: Applicable Failure to Deliver: Not Applicable Insolvency Filing: Applicable Hedging Disruption Event: Applicable Increased Cost of Hedging: Not Applicable Loss of Stock Borrow: Applicable; Section 12.9(b)(iv) of the Equity Definitions is hereby amended by deleting the text from and including “(A)” to and including “(B)” and by deleting the words “in each case”. Maximum Stock Loan Rate: 1.0% Increased Cost of Stock Borrow: Applicable; provided that it shall be a condition to Counterparty’s right to make the election described in clause (C) of Section 12.9(b)(v) of the Equity Definitions that on the date of such election, none of Counterparty, its directors, executive officers, or any person controlling, or exercising influence over, its decision to make such election is in possession of any material non-public information with respect to Counterparty or the Shares; and provided further that, if Counterparty timely makes the election described in clause (A) or (B) of Section 12.9(b)(v) of the Equity Definitions, Counterparty shall thereafter remain entitled to terminate the Transaction pursuant to Section 12.9(b)(v) of the Equity Definitions upon two Scheduled Trading Days’ notice to JPM. Section 12.9(b)(v) of the Equity Definitions is hereby amended by deleting the text from and including “(X)” to and including “(Y)”. Initial Stock Loan Rate: 0.25% Hedging Party: JPM Determining Party: As specified under “Early Termination” Non-Reliance: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable

Disruption Events. Section 12.9(b)(i) of the Equity Definitions is hereby amended by replacing the words “the Determining Party will determine the Cancellation Amount payable by one party to the other” with the words “the Calculation Agent will determine the amount payable by one party to the other as provided in ‘IVS Cancellation and Payment (Calculation Agent Determination)’” Non-Reliance: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable Index Disclaimer: Applicable Additional Acknowledgments: Applicable

Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended (i) by the replacement of the word “Shares” with “Hedge Positions” in clause (X) thereof; (ii) by adding the phrase “or announcement” immediately after the phrase “due to the promulgation” in the third line thereof and adding the phrase “formal or informal” before the word “interpretation” in the same line; and (iii) immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date, unless the illegality is due to an act or omission of the party seeking to elect termination of the Transaction”. Failure to Deliver: Applicable Insolvency Filing: Applicable Increased Cost of Hedging: Applicable Hedging Party: Société Générale for all applicable Additional Disruption Events Determining Party: Société Générale for all applicable Additional Disruption Events Non-Reliance: Applicable Agreements and Acknowledgements Regarding Hedging Activities: Applicable

Disruption Events. The Issuer’s payment obligations to Noteholders under the Notes may be affected by the Calculation Agent’s determination that one or more Disruption Events have occurred. In such circumstances

Disruption Events. If, in relation to any Advance and its Term relative thereto:

Disruption Events. If any Disruption Event exists at the relevant time on a day which would otherwise be a Business Day, the Bank is entitled to postpone any Initial Date, any Expiry Date or any Price Determination Time falling on such day to the next Business Day on which there is no Disruption Event.

Disruption Events. If an Affected Party determines (in its discretion, acting reasonably) that a Disruption Event has occurred and is continuing: (i) the Affected Party shall promptly notify the Borrower and the Agent of (A) the occurrence of such Disruption Event (including reasonable particulars thereof) and (B) the cessation of such Disruption Event (including reasonable particulars thereof) and (ii) the Agent shall promptly provide the Lenders with a copy of each such notice; (b) if requested to do so by the Affected Party, then the Agent and the Borrower (and, where applicable, any Lender which is the Affected Party) will promptly consult with each other with a view to agreeing upon such temporary changes to the operation or administration of the Credit Facilities and this Agreement during the continuance of such Disruption Event as the Agent and the Borrower (and, where applicable, any Lender which is the Affected Party) may reasonably deem necessary in the circumstances (and which may include, without limitation, a temporary deferral of a payment date); provided that (i) the Agent shall not be obliged to consult with the Borrower (and, where applicable, any Lender which is the Affected Party) with respect to any such changes if, in the Agent’s reasonable opinion, it is not practicable to do so in the circumstances, (ii) the Agent may consult with any Lenders which are not Affected Parties with respect to any such changes but shall not be obliged to do so, and (iii) the Agent and the Borrower (and, where applicable, any Lender which is the Affected Party) shall have no obligation to agree to such changes; (c) the Agent shall promptly notify the Lenders of any such changes which may be agreed upon by the Agent and the Borrower (and, where applicable, any Lender which is the Affected Party) pursuant to paragraph (b) above and such changes shall be immediately binding upon the Agent, the Borrower and all of the Lenders as an amendment to, or waiver of, the terms of the Documents notwithstanding the provisions of Section 15.10 or any other provision in this Agreement to the contrary; provided that (i) any such amendment or waiver shall cease to be in effect upon the earlier of (A) the cessation of such Disruption Event as notified by the Affected Party pursuant to clause (a)(i)(B) above and (B) the receipt by the Agent not later than five Banking Days after the Agent has provided notice of such changes to the Lenders pursuant to this clause (c), of the objection of the Maj...

Disruption Events. 54 10.2 Effect.............................................................. 54 11.