Common use of Extraordinary Events Clause in Contracts

Extraordinary Events. In the event of any transaction or event described in Section 9 or any unusual or nonrecurring transaction or event affecting the Company, any affiliate of the Company or the financial statements of the Company or any affiliate, or of changes in applicable laws, regulations or accounting principles occurs, including any Change in Control, the Board, in its sole and absolute discretion, and on such terms and conditions as it deems appropriate, is hereby authorized to direct the Committee to take any one or more of the following actions whenever the Board determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles: (a) To provide for the cancellation of the Option in exchange for an amount of cash equal to the amount that could have been attained upon the exercise of this Option or realization of your rights had the Option been exercised in full for all shares of Stock covered thereby (including an amount equal to zero if no cash could have been so attained or realized); (b) To provide that the Option cannot be exercised or become payable after such event; provided, however, that no action shall be taken pursuant to this clause (b) without your consent, which consent shall not be unreasonably withheld; (c) To provide that the Option shall be vested, exercisable and nonforfeitable as to all shares covered thereby and that all restrictions with respect thereto shall lapse, notwithstanding anything herein to the contrary; (d) To provide that the Option be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; and (e) To make such other adjustments in the number and type of shares of Stock (or other securities or property) subject to the Option (including the Exercise Price); provided that no such adjustment shall be affected if it would result in a repricing of the Option or would cause the Option to become subject to Section 409A of the Code.

Extraordinary Events. In the event of any transaction or event described in Section 9 7 or any unusual or nonrecurring transaction or event affecting the Company, any affiliate of the Company or the financial statements of the Company or any affiliate, or of changes in applicable laws, regulations or accounting principles occurs, including any Change in Control, the Board, in its sole and absolute discretion, and on such terms and conditions as it deems appropriate, is hereby authorized to direct the Committee to take any one or more of the following actions whenever the Board determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles: (a) To provide for the cancellation of the Option Restricted Stock Award in exchange for an amount of cash equal to the amount that could have been attained upon the exercise of this Option or realization of your rights had the Option Restricted Stock Award been exercised in full for all shares of Stock covered thereby fully vested (including an amount equal to zero if no cash could have been so attained or realized); (b) To provide that the Option Restricted Stock Award cannot be exercised or become payable vest after such event; provided, however, that no action shall be taken pursuant to this clause (b) without your consent, which consent shall not be unreasonably withheld; (c) To provide that the Option such Restricted Stock Award shall be vested, exercisable vested and nonforfeitable as to all shares covered thereby and that all restrictions with respect thereto shall lapse, notwithstanding anything herein to the contrarycontrary herein; (d) To provide that the Option Restricted Stock Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and pricesshares; and (e) To make such other adjustments in the number and type of shares of Stock (or other securities or property) subject to the Option (including the Exercise Price)Restricted Stock Award; provided that no such adjustment shall be affected if it would result in a repricing of the Option or would cause the Option Restricted Stock Award to become subject to Section 409A of the Code.

Extraordinary Events. In the event of any transaction or event described in Section 9 7 or any unusual or nonrecurring transaction or event affecting the Company, any affiliate of the Company or the financial statements of the Company or any affiliate, or of changes in applicable laws, regulations or accounting principles occurs, including any Change in Control, the Board, in its sole and absolute discretion, and on such terms and conditions as it deems appropriate, is hereby authorized to direct the Committee to take any one or more of the following actions whenever the Board determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles: (a) To provide for the cancellation of the Option Restricted Stock Unit Award in exchange for an amount of cash equal to the amount that could have been attained upon the exercise of this Option or realization of your rights had the Option Restricted Stock Unit Award been exercised in full for all shares of Stock covered thereby fully vested and settled (including an amount equal to zero if no cash could have been so attained or realized); (b) To provide that the Option Restricted Stock Unit Award cannot vest or be exercised or become payable settled after such event; provided, however, that no action shall be taken pursuant to this clause (b) without your consent, which consent shall not be unreasonably withheld; (c) To provide that the Option such Restricted Stock Unit Award shall be vested, exercisable vested and nonforfeitable settled as to all shares RSUs covered thereby and that all restrictions with respect thereto shall lapse, notwithstanding anything herein to the contrarycontrary herein; (d) To provide that the Option Restricted Stock Unit Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and pricessubject to the award; and (e) To make such other adjustments in the number and type of shares of Stock (or other securities or property) underlying the RSUs subject to the Option (including the Exercise Price)Restricted Stock Unit Award; provided that no such adjustment shall be affected if it would result in a repricing of the Option or would cause the Option Restricted Stock Unit Award to become subject to to, and not compliant with, Section 409A of the Code.

Extraordinary Events. In the event of any transaction or event described in Section 9 7 or any unusual or nonrecurring transaction or event affecting the Company, any affiliate of the Company or the financial statements of the Company or any affiliate, or of changes in applicable laws, regulations or accounting principles occurs, including any Change in Control, the Board, in its sole and absolute discretion, and on such terms and conditions as it deems appropriate, is hereby authorized to direct the Committee to take any one or more of the following actions whenever the Board determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles: (a) To provide for the cancellation of the Option Performance Stock Unit Award in exchange for an amount of cash equal to the amount that could have been attained upon the exercise of this Option or realization of your rights had the Option Performance Stock Unit Award been exercised in full for all shares of Stock covered thereby fully vested and settled (including an amount equal to zero if no cash could have been so attained or realized); (b) To provide that the Option Performance Stock Unit Award cannot vest or be exercised or become payable settled after such event; provided, however, that no action shall be taken pursuant to this clause (b) without your consent, which consent shall not be unreasonably withheld; (c) To provide that the Option such Performance Stock Unit Award shall be vested, exercisable vested and nonforfeitable settled as to all shares PSUs covered thereby and that all restrictions with respect thereto shall lapse, notwithstanding anything herein to the contrarycontrary herein; (d) To provide that the Option Performance Stock Unit Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and pricessubject to the award; and (e) To make such other adjustments in the number and type of shares of Stock (or other securities or property) underlying the PSUs subject to the Option (including the Exercise Price)Performance Stock Unit Award; provided that no such adjustment shall be affected if it would result in a repricing of the Option or would cause the Option Performance Stock Unit Award to become subject to to, and not compliant with, Section 409A of the Code.

Extraordinary Events. In the event of any transaction or event described in Section 9 8 or any unusual or nonrecurring transaction or event affecting the Company, any affiliate of the Company or the financial statements of the Company or any affiliate, or of changes in applicable laws, regulations or accounting principles occurs, including any Change in Control, the Board, in its sole and absolute discretion, and on such terms and conditions as it deems appropriate, is hereby authorized to direct the Committee to take any one or more of the following actions whenever the Board determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles: (a) To provide for the cancellation of the Option Performance Units in exchange for an amount of cash equal to the amount that could have been attained upon the exercise of this Option or realization of your rights had the Option Performance Units been exercised in full for all shares of Stock covered thereby currently payable or fully vested (including an amount equal to zero if no cash could have been so attained or realized); (b) To provide that the Option Performance Units cannot be exercised vest or become payable after such event; provided, however, that no action shall be taken pursuant to this clause (b) without your consent, which consent shall not be unreasonably withheld; (c) To provide that the Option such Performance Units shall be vested, exercisable vested and nonforfeitable as to all shares covered thereby and that all restrictions with respect thereto shall lapse, notwithstanding anything herein to the contrarycontrary herein; (d) To provide that the Option Performance Units be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and pricesshares; and (e) To make such other adjustments in the number and type of shares of Stock (or other securities or property) subject to the Option (including Performance Units and the Exercise Price)criteria included herein; provided that no such adjustment shall be affected if it would result in a repricing of the Option or would cause the Option Performance Units to become subject to, or to otherwise fail to comply with, Section 409A of the Code.

Extraordinary Events. (a) In the event an offer is publicly announced to the holders of Common Stock to tender or exchange in excess of 10% of the outstanding shares of Common Stock for cash, the Seller may, in its reasonable discretion, (i) adjust the terms of the Transaction so that (i) the final day of the Pricing Period shall be the earlier of the scheduled final Relevant Pricing Day of the Pricing Period and the date such offer is consummated and (ii) for each of the Relevant Pricing Days in the Pricing Period following the date on which such offer is publicly announced, the price used in computing the Reference Price shall be deemed to equal the price per share of Common Stock at which such offer is to be consummated, where the Seller shall notify the Company in writing as to the terms of any adjustment made pursuant to this Section VIII(a) no later than 5 days after the tender offer is publicly announced or (ii) elect to terminate this Transaction (a “Cash Tender Termination”). Upon the occurrence of a Cash Tender Termination, the “Affected Party” shall be the Company and the Seller shall be the “Non-Affected Party” for purposes of Section X. (b) In the event of any transaction or event described in Section 9 or any unusual or nonrecurring transaction or event affecting the Company, any affiliate of involving the Company or the financial statements Common Stock not specifically addressed in subsection (a) of this Section VIII which is an Announcement Date, a non-cash dividend or distribution, stock split, reorganization, merger, amalgamation, consolidation, binding share exchange, offer to tender or exchange Common Stock for consideration other than cash, rights offering, recapitalization or spin-off or any other event that may have a diluting or concentrative effect on the theoretical value of the Common Stock, but excluding events such as acquisitions of assets or the stock of another company where the Company does not issue Common Stock and the ordinary course grant or any affiliateexercise of stock options or other securities or rights pursuant to the Company’s employee benefit plans, or of changes in applicable laws, regulations or accounting principles occurs, including any Change in Control, the Boardevent that the Seller, in its sole and absolute discretionreasonable good faith judgment, and on such terms and conditions as it deems appropriate, is hereby authorized to direct the Committee to take any one or more of the following actions whenever the Board determines that such action is appropriate the adjustments described in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles: subsection (a) To provide of this Section VIII will not result in an equitable adjustment of the terms of the Transaction (including, for the cancellation avoidance of doubt, because such event results in losses to the Seller as a result of the Option Seller’s inability to modify its hedging position quickly enough to properly reflect the increase in exchange for an amount the price of cash equal the shares of Common Stock resulting from such event), the Seller may (i) adjust the terms of the Transaction (including, without limitation, with respect to the amount that could have been attained upon Expected Dividend Amount and the number of Trading Days in the Pricing Period) as in the exercise of this Option its good faith judgment it deems appropriate under the circumstances or realization (ii) elect to terminate the Transaction (a “Corporate Event Termination”). Upon the occurrence of your rights had a Corporate Event Termination, the Option been exercised in full for all shares of Stock covered thereby (including an amount equal to zero if no cash could have been so attained or realized); (b) To provide that the Option cannot be exercised or become payable after such event; provided, however, that no action “Affected Party” shall be taken pursuant to this clause (b) without your consent, which consent the Company and the Seller shall not be unreasonably withheld;the “Non-Affected Party” for purposes of Section X. (c) To provide In the event that the Option Exchange announces that pursuant to the rules of such Exchange, the Common Stock ceases (or will cease) to be listed, traded or publicly quoted on the Exchange for any reason (other than the occurrence of an event addressed in subsections (a) or (b) of this Section VIII) and is not immediately re-listed, re-traded or re-quoted on an exchange or quotation system located in the same country as the Exchange (or, where the Exchange is within the European Union, in any member state of the European Union), the Seller may (i) adjust the terms of this Transaction or (ii) elect to terminate this Transaction (a “Delisting Termination”). Upon the occurrence of a Delisting Termination, the “Affected Party” shall be vested, exercisable the Company and nonforfeitable as to all shares covered thereby and that all restrictions with respect thereto shall lapse, notwithstanding anything herein to the contrary; (d) To provide that the Option be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or Seller shall be substituted the “Non-Affected Party” for by similar options, rights or awards covering the stock purposes of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; and (e) To make such other adjustments in the number and type of shares of Stock (or other securities or property) subject to the Option (including the Exercise Price); provided that no such adjustment shall be affected if it would result in a repricing of the Option or would cause the Option to become subject to Section 409A of the Code.X.

Extraordinary Events. Extraordinary Events: In lieu of the event applicable provisions contained in Article 12 of the Equity Definitions, the consequences of any transaction Extraordinary Event (including, for the avoidance of doubt, any Merger Event, Tender Offer, Nationalization, Insolvency, Delisting, or event described Change In Law) shall be as specified below under the headings “Acceleration Events” and “Termination Settlement” in Paragraphs 7(f) and 7(g), respectively. Notwithstanding anything to the contrary herein or in the Equity Definitions, no Additional Disruption Event will be applicable except to the extent expressly referenced in Paragraph 7(f)(iv) below. The definition of “Tender Offer” in Section 9 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “15%.” Non-Reliance: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable Transfer: Notwithstanding anything to the contrary herein or in the Agreement, Dealer may assign, transfer and set over all rights, title and interest, powers, privileges, obligations and remedies of Dealer under the Transaction, in whole or in part, to (A) a wholly-owned subsidiary of Dealer [or Dealer Parent], whose obligations hereunder are fully and unconditionally guaranteed by Dealer [or Dealer Parent], or (B) any other wholly-owned direct or indirect subsidiary of Dealer [or Dealer Parent] with a long-term issuer rating equal to or better than the credit rating of Dealer [or Dealer Parent] at the time of transfer without the consent of Counterparty; provided that, at all times, Dealer or any unusual assignee, transferee or nonrecurring transaction other recipient of rights, title and interest, powers, privileges, obligations and remedies (“Transferee”) shall be eligible to provide a U.S. Internal Revenue Service Form W-9 or event affecting W-8ECI, or any successor thereto, with respect to any payments or deliveries under the CompanyAgreement; provided, any affiliate further, that (A) Counterparty shall not, as a result of such assignment, transfer or set over, be required to pay Dealer or Transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Company Agreement greater than the amount, if any, that Counterparty would have been required to pay Dealer in the absence of such assignment, transfer or the financial statements set over, (B) Counterparty shall not, as a result of such assignment, transfer or set over, receive a payment from Transferee on any payment date in an amount (taking into account any additional amounts paid under Section 2(d)(i)(4) of the Company or any affiliate, or of changes in applicable laws, regulations or accounting principles occurs, including any Change in Control, the Board, in its sole and absolute discretion, and on such terms and conditions as it deems appropriate, Agreement) that is hereby authorized to direct the Committee to take any one or more of the following actions whenever the Board determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles: (a) To provide for the cancellation of the Option in exchange for an amount of cash equal to less than the amount that could would have been attained upon received from Dealer in the exercise absence of this Option such assignment, transfer or realization of your rights had the Option been exercised in full for all shares of Stock covered thereby set over, (including an amount equal C) Dealer or Transferee shall provide such tax documentation as may be reasonably requested by Counterparty to zero if no cash could have been so attained or realized); (b) To provide permit Counterparty to determine that the Option canresults described in clauses (A) and (B) will not be exercised occur upon or become payable after such event; providedassignment, howevertransfer or set over, and (D) Transferee shall provide to Counterparty a complete and accurate U.S. Internal Revenue Service Form W-9 or W-8ECI (as applicable) prior to becoming a party to the Transaction. [Notwithstanding anything to the contrary in the Paragraph above, to the extent that no action Physical Settlement or Net Share Settlement applies to the Transaction or a portion thereof, such Transaction or portion thereof shall, effective one Local Business Day prior to the related Settlement Date, be deemed to be automatically assigned by Dealer to a U.S. broker-dealer affiliate of Dealer designated by Dealer (the “Designated Assignee”), and delivery of Shares by Counterparty in connection with such Physical Settlement or Net Share Settlement shall be taken pursuant made to this clause (b) without your consentan account of such Designated Assignee, which consent shall not be unreasonably withheld; (c) To provide that the Option as advised by Dealer. Dealer shall be vested, exercisable and nonforfeitable as discharged of its obligations to all shares covered thereby and that all restrictions with respect thereto shall lapse, notwithstanding anything herein Counterparty only to the contrary; (d) To provide that extent of the Option be assumed Designated Assignee’s performance. Counterparty and the Designated Assignee hereby waive any and all rights each such party may have to set-off delivery or payment obligations it owes to the other such party under any Transaction against any delivery or payment obligations owed to it by the successor other such party, whether arising under the Agreement, under any other agreement between such parties, by operation of law or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; and (e) To make such other adjustments in the number and type of shares of Stock (or other securities or property) subject to the Option (including the Exercise Price); provided that no such adjustment shall be affected if it would result in a repricing of the Option or would cause the Option to become subject to Section 409A of the Codeotherwise.]

Extraordinary Events. In If and whenever the event Company subsequent to the -------------------- date hereof shall propose the (i) pay any dividend to the holders of any transaction or event described in Section 9 or any unusual or nonrecurring transaction or event affecting the Company, any affiliate Shares of the Company or to make any other distribution to the financial statements holders of any Shares of the Company (including, without limitation, any cash distribution), (ii) offer to the holders of any Shares of the Company rights to subscribe for or purchase any additional Shares of the Company or any affiliateother rights or options, or of changes in applicable laws, regulations or accounting principles occurs, including (iii) effect any Change in Control, the Board, in its sole and absolute discretion, and on such terms and conditions as it deems appropriate, is hereby authorized to direct the Committee to take any one or more reclassification of the following actions whenever the Board determines that such action is appropriate in order to prevent dilution or enlargement Shares of the benefits Company (other than a reclassification involving merely the subdivision or potential benefits intended combination of outstanding shares of Preferred Stock or Common Stock referred to be made available under this Agreementin section 4.2(a)), (iv) engage in any reorganization or recapitalization or any consolidation or merger, (v) consummate any sale, transfer or other disposition of its property, assets and business as an entirety or substantially as an entirety, (vi) effect any other transaction which might require an adjustment to facilitate such transactions or events the Exercise Price (or to give effect to such changes in lawsthe number of Units, regulations securities or principles: (a) To provide for the cancellation of the Option in exchange for an amount of cash equal to the amount that could have been attained other property deliverable upon the exercise of this Option Warrant), including, without limitation, any transaction of the kind described in section 4.2(b), (vii) commence or realization effect the liquidation, dissolution or winding up of your rights had the Option been exercised Company or (viii) amend or modify any terms, condition or provision of its Organizational Documents then, in full for all shares of Stock covered thereby (including an amount equal to zero if no cash could have been so attained or realized); (b) To provide that each such case, the Option cannot be exercised or become payable after such event; provided, however, that no action Company shall be taken pursuant to this clause (b) without your consent, which consent shall not be unreasonably withheld; (c) To provide that the Option shall be vested, exercisable and nonforfeitable as to all shares covered thereby and that all restrictions with respect thereto shall lapse, notwithstanding anything herein deliver to the contrary; Warrant Holder an Officers' Certificate giving notice of such proposed action, specifying (dA) To provide that the Option be assumed by date on which the successor or survivor corporationbooks of the Company shall close, or a parent record shall be taken, for determining the holders of Shares of the Company entitled to receive such dividend or subsidiary thereofother distribution or such rights or options or entitled to vote in respect of any such amendment or modification, or the date on which such reclassification, reorganization, recapitalization, consolidation, merger, sale, transfer, other disposition, transaction, liquidation, dissolution or winding up shall take place or commence, as the case may be, and (B) the date as of which it is expected that holders of Shares of the Company shall be substituted for by similar options, rights or awards covering the stock entitled to receive Shares of the successor Company, securities or survivor corporationother property deliverable upon such action, if any such date is to be fixed, or a parent to vote in respect of any such amendment or subsidiary thereofmodification. Such Officers' Certificate shall be delivered in the case of any action covered by clause (i) or (ii) above, with appropriate adjustments as at least 30 days prior to the number record date for determining holders of Shares of the Company for purposes of receiving such payment or offer, and, in any other case, at least 30 days prior to the date upon which such action takes place and kind 20 days prior to any record date to determine holders of shares and prices; and (e) To make Shares of the Company entitled to receive such other adjustments in the number and type of shares of Stock (securities or other securities property or property) subject to the Option (including the Exercise Price); provided that no vote in respect of any such adjustment shall be affected if it would result in a repricing of the Option amendment or would cause the Option to become subject to Section 409A of the Codemodification.