Common use of Notice of Merger Consideration Clause in Contracts

Notice of Merger Consideration. Upon the occurrence of a Merger Event, Counterparty shall reasonably promptly (but in no event later than the date on which such Merger Event is consummated) notify the Calculation Agent of, in the case of a Merger Event that causes the Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the weighted average of the types and amounts of consideration actually received by holders of Shares upon consummation of such Merger Event. Consequences of Announcement Events: Modified Calculation Agent Adjustment as set forth in Section 12.3(d) of the Equity Definitions; provided that, in respect of an Announcement Event, (x) references to “Tender Offer” shall be replaced by references to “Announcement Event” and references to “Tender Offer Date” shall be replaced by references to “date of such Announcement Event”, (y) the word “shall” in the second line shall be replaced with “shall, if the Calculation Agent determines that such Announcement Event has had a material economic effect on the Transaction”, the phrase “exercise, settlement, payment or any other terms of the Transaction (including, without limitation, the spread)” shall be replaced with the phrase “Cap Price (provided that in no event shall the Cap Price be less than the Strike Price)” and the words “whether within a commercially reasonable (as determined by the Calculation Agent) period of time prior to or after the Announcement Event” shall be inserted prior to the word “which” in the seventh line, and, (z) for the avoidance of doubt, the Calculation Agent may determine whether the relevant Announcement Event has had a material economic effect on the Transaction (and, if so, shall adjust the Cap Price accordingly) on one or more occasions on or after the date of the Announcement Event up to, and including, the Expiration Date, any Early Termination Date and/or any other date of cancellation, expiration, withdrawal or termination, it being understood that any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event. An Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the Equity Definitions is applicable.

Notice of Merger Consideration. Upon the occurrence of a Merger Event, Counterparty shall reasonably promptly (but in no any event later than the date on which prior to consummation of such Merger Event is consummatedEvent) notify the Calculation Agent of, in the case of a Merger Event that causes the Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the weighted average of the types and amounts of consideration actually received by holders of Shares upon consummation of such Merger Event. Consequences of Announcement Events: Modified Calculation Agent Adjustment as set forth in Section 12.3(d) of the Equity Definitions; provided that, in respect of an Announcement Event, (x) references to “Tender Offer” shall be replaced by references to “Announcement Event” and references to “Tender Offer Date” shall be replaced by references to “date of such Announcement Event”, (y) the word “shall” in the second line shall be replaced with “shall, if the Calculation Agent determines that such Announcement Event has had a material economic effect on the Transactionmay”, the phrase “exercise, settlement, payment or any other terms of the Transaction (including, without limitation, the spread)” shall be replaced with the phrase “Cap Price (provided that in no event shall the Cap Price be less than the Strike Price)” and the fifth and sixth lines shall be deleted in their entirety and replaced with the words “whether within a commercially reasonable (as determined by effect on the Calculation Agent) period Transaction of time prior such Announcement Event solely to account for changes in volatility, expected dividends, stock loan rate or after the Announcement Event” shall be inserted prior liquidity relevant to the word “which” in Shares or the seventh lineTransaction”, and, and (z) for the avoidance of doubt, the Calculation Agent may determine whether the relevant Announcement Event has had a material an economic effect on the Transaction (and, if so, shall adjust the Cap Price accordingly) on one or more occasions on or after the date of the Announcement Event up to, and including, the Expiration Date, any Early Termination Date Date, any date of cancellation and/or any other date of cancellationwith respect to which the Announcement Event is cancelled, expirationwithdrawn, withdrawal discontinued or terminationotherwise terminated, as applicable, it being understood that any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event. An Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the Equity Definitions is applicable.. Announcement Event: (i) The public announcement by (w) any entity of 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, (x) Issuer or any subsidiary thereof of any potential acquisition by Issuer and/or its subsidiaries where the aggregate consideration exceeds 40% of the market capitalization of Issuer as of the date of such announcement (an “Acquisition Transaction”), (y) 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 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 an Acquisition Transaction or (iii) any subsequent public announcement by the relevant entity making such previous announcement or Issuer (or a subsidiary thereof) 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 such 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), 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,” “Merger Event” and “Tender Offer” shall each have the meanings assigned to such term in the Equity Definitions; provided that (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 and (B) 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, 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 word “Shares” with the phrase “Hedge Positions” in clause (X) thereof and (ii) 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. Failure to Deliver: Applicable Hedging Disruption: Applicable; provided that:

Notice of Merger Consideration. Upon the occurrence of a Merger Event, Counterparty shall reasonably promptly (but in no any event later than the date on which prior to consummation of such Merger Event is consummatedEvent) notify the Calculation Agent of, in the case of a Merger Event that causes the Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the weighted average of the types and amounts of consideration actually received by holders of Shares upon consummation of such Merger Event. Consequences of Announcement Events: Modified Calculation Agent Adjustment as set forth in Section 12.3(d) of the Equity Definitions; provided that, in respect of an Announcement Event, (x) references to “Tender Offer” shall be replaced by references to “Announcement Event” and references to “Tender Offer Date” shall be replaced by references to “date of such Announcement Event”, (y) the word “shall” in the second line shall be replaced with “shall, if the Calculation Agent determines that such Announcement Event has had a material economic effect on the Transactionmay”, the phrase “exercise, settlement, payment or any other terms of the Transaction (including, without limitation, the spread)” shall be replaced with the phrase “Cap Price (provided that in no event shall the Cap Price be less than the Strike Price)” and the fifth and sixth lines shall be deleted in their entirety and replaced with the words “whether within a commercially reasonable (as determined by effect on the Calculation Agent) period Transaction of time prior such Announcement Event solely to account for changes in volatility, expected dividends, stock loan rate or after the Announcement Event” shall be inserted prior liquidity relevant to the word “which” in Shares or the seventh lineTransaction”, and, and (z) for the avoidance of doubt, the Calculation Agent may determine whether the relevant Announcement Event has had a material an economic effect on the Transaction (and, if so, shall adjust the Cap Price accordingly) on one or more occasions on or after the date of the Announcement Event up to, and including, the Expiration Date, any Early Termination Date Date, any date of cancellation and/or any other date of cancellationwith respect to which the Announcement Event is cancelled, expirationwithdrawn, withdrawal discontinued or terminationotherwise terminated, as applicable, it being understood that any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event. An Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the Equity Definitions is applicable.

Notice of Merger Consideration. Upon In respect of any Merger Event, Counterparty shall notify the Calculation Agent of, if applicable, the weighted average of the kind and amounts of consideration to be received by the holders of Shares and Underlying Shares in any Merger Event who affirmatively make such an election, reasonably promptly, but in any event within two Business Days, upon determination thereof (and in any event prior to the effective date of the Merger Event), and Counterparty shall deliver to Dealer a copy of any supplemental indenture effecting such adjustments (a “Merger Supplemental Indenture”) as reasonably as practicable prior to execution thereof. Consequences of Merger Events: Notwithstanding Section 12.2 of the Equity Definitions, upon the occurrence of a Merger Event, Counterparty shall reasonably promptly (but in no event later than the date on which such Merger Event is consummated) notify the Calculation Agent of, in shall make the case of a Merger Event that causes the Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the weighted average of the types and amounts of consideration actually received by holders of Shares upon consummation of such Merger Event. Consequences of Announcement Events: Modified Calculation Agent Adjustment as set forth in Section 12.3(d) of the Equity Definitions; provided that, corresponding adjustment in respect of an Announcement Event, (x) references any adjustment under the Indenture to “Tender Offer” shall be replaced by references to “Announcement Event” and references to “Tender Offer Date” shall be replaced by references to “date any one or more of such Announcement Event”, (y) the word “shall” in nature of the second line shall be replaced with “shall, if the Calculation Agent determines that such Announcement Event has had a material economic effect on the Transaction”Shares, the phrase “Strike Price, the Note Hedging Unit Entitlement, the Settlement Date and any other variable relevant to the exercise, settlement, settlement or payment or any other terms of the Transaction (other than the Number of Note Hedging Units and subject to the provisions set forth under “Settlement Amount” above in respect of any Counterparty Determination); provided that such adjustment shall be made without regard to any Fundamental Change Adjustment or any Discretionary Adjustment; provided further that if, with respect to a Merger Event, (i) the consideration for the Shares or Underlying Shares includes (or, at the option of a holder of Underlying Shares, may include) shares (or depositary receipts with respect to shares) of an entity or person that is not a corporation or entity that is treated as a corporation for U.S. federal income tax purposes organized under the laws of (1) the United States, any State thereof, the District of Columbia or the Cayman Islands or, (2) to the extent having the Underlying Shares Issuer organized under the laws of the jurisdictions in this clause (2) would not have a material adverse effect on Dealer’s rights and obligations hereunder, Dealer’s hedging activities or the costs of engaging in the foregoing and, provided that Counterparty negotiates in good faith with Dealer all the necessary and appropriate amendments to this Confirmation related to the foregoing in this clause (2), including, without limitation, causing its counsel to deliver written legal opinions reasonably requested by Dealer and will reimburse Dealer all of its out-of-pocket costs (including costs of its counsel) reasonably incurred by Dealer, the spreadBritish Virgin Islands, Bermuda, Hong Kong or the United Kingdom (the jurisdictions listed in (1) and, to the extent the requirements listed in (2) are satisfied, the jurisdictions listed in (2)” shall , “Permitted Merger Jurisdictions”); or (ii) Counterparty following such Merger Event (A) will not be replaced with a corporation or entity that is treated as a corporation for U.S. federal income tax purposes organized under the phrase “Cap Price laws of a Permitted Merger Jurisdiction or (provided that in no event shall B) will not be the Cap Price be less than Underlying Shares Issuer or a subsidiary of the Strike Price)” Underlying Shares Issuer following such Merger Event, Cancellation and the words “whether within a Payment (Calculation Agent Determination) may apply at Dealer’s good faith, commercially reasonable (as determined by the Calculation Agent) period of time prior to or after the Announcement Event” shall be inserted prior to the word “which” in the seventh line, and, (z) for the avoidance of doubt, the Calculation Agent may determine whether the relevant Announcement Event has had a material economic effect on the Transaction (and, if so, shall adjust the Cap Price accordingly) on one or more occasions on or after the date of the Announcement Event up to, and including, the Expiration Date, any Early Termination Date and/or any other date of cancellation, expiration, withdrawal or termination, it being understood that any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event. An Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the Equity Definitions is applicableelection.

Notice of Merger Consideration. Upon the occurrence of a Merger Event, Counterparty shall reasonably promptly (but in no event later than the date on which such Merger Event is consummated) notify the Calculation Agent of, in the case of a Merger Event that causes the Shares to be converted into the right to receive or exchanged for more than a single type of consideration (determined based in part upon any the form of stockholder electionelection of the holders of the Shares), Counterparty shall promptly notify the weighted average Calculation Agent in writing of the types and amounts of consideration actually received by that holders of Shares have affirmatively elected to receive upon consummation of such Merger Event. Consequences of Announcement Events: Modified Calculation Agent Adjustment as set forth in Section 12.3(d) of the Equity Definitions; provided that, in respect of an Announcement Event, (x) references to “Tender Offer” shall be replaced by references to “Announcement Event” and references to “Tender Offer Date” shall be replaced by references to “date of such Announcement Event”, (y) the word “shall” in the second line shall be replaced with “shall, if the Calculation Agent determines that such Announcement Event has had a material economic effect on the Transaction”, the phrase “exercise, settlement, payment or any other terms of the Transaction (including, without limitation, the spread)” shall be replaced with the phrase “Cap Price (provided that in no event shall the Cap Price date of such notification be less later than the Strike Pricedate on which such Merger Event is consummated. Consequences of Merger Events: Notwithstanding Section 12.2 of the Equity Definitions (which shall not apply for the purposes hereof)” and , upon the words “whether within occurrence of a commercially reasonable (as determined by the Calculation Agent) period of time prior to or after the Announcement Merger Event” shall be inserted prior , to the word “which” extent an adjustment is made under the Indenture in the seventh line, and, (z) for the avoidance respect of doubtsuch Merger Event, the Calculation Agent may determine whether the relevant Announcement Event has had a material economic effect on the Transaction (and, if so, shall adjust the Cap Price accordingly) on one or more occasions on or after the date of the Announcement Event up to, and including, the Expiration Date, any Early Termination Date and/or any other date of cancellation, expiration, withdrawal or termination, it being understood that any make an analogous adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating under the Indenture to any one or more of the nature of the Shares, the Strike Price, the Number of Options, the Option Entitlement and any other term relevant to the same Announcement Event. An Announcement Event exercise, settlement, payment or other terms of the Transaction; provided, however, that such adjustment shall be an made without regard to any adjustment to the “Extraordinary EventConversion Rate” (as defined in the Indenture) for the issuance of additional shares as set forth in Section 12.02(m) or Section 12.03 of the Indenture. Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination) provided that, for purposes of Section 12.6(a)(iii) of the Equity Definitions, to which Article 12 it will 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 Equity Definitions is applicableNew 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), a Delisting shall not have occurred and such exchange or quotation system shall thereafter be deemed to be the Exchange.

Notice of Merger Consideration. Upon the occurrence of a Merger Event, Counterparty shall reasonably promptly (but in no event later than the date on which such Merger Event is consummated) notify the Calculation Agent of, in the case of a Merger Event that causes the Shares to be converted into the right to receive or exchanged for more than a single type of consideration (determined based in part upon any form of stockholder electionelection of the holders of Shares), Counterparty shall promptly (but in any event prior to the weighted average effective time of the Merger Event) notify the Calculation Agent of the types and amounts of consideration actually received elected by a majority of the holders of Shares upon consummation of in any Merger Event who affirmatively make such Merger Eventan election. Consequences of Announcement Merger Events: Notwithstanding Section 12.2 of the Definitions, upon the occurrence of a Merger Event, (i) the Calculation Agent shall make a corresponding adjustment in respect of any adjustment under the Indenture to any one or more of the nature of the Shares, the Strike Price and the Unit Entitlement to the extent an analogous adjustment is made under the Indenture and (ii) the Calculation Agent may, in its reasonable discretion, make any adjustment consistent with the Modified Calculation Agent Adjustment set forth in Section 12.2(e) of the Definitions to the Cap Price provided that (A) such adjustment shall be made without regard to any adjustment to the Unit Entitlement for the issuance of additional shares as set forth in Section 12.3(dthe Excluded Provisions of the Indenture; (B) if such adjustment would (but for this clause (B)) result in the Shares including (or, at the option of a holder of Shares, may include) shares (or depositary receipts with respect to shares) of an entity or person not organized under the Equity Definitions; provided thatlaws of the United States, in respect any State thereof or the District of an Announcement Event, (x) references to “Tender Offer” shall be replaced by references to “Announcement Event” Columbia and references to “Tender Offer Date” shall be replaced by references to “date of such Announcement Event”, (y) the word “shall” in the second line shall be replaced with “shall, if the Calculation Agent determines that (x) treating such Announcement Event has had Shares as Reference Property (as such term is defined in the Indenture) will have a material economic adverse effect on Dealer’s rights or obligations in respect of the Transaction”, the phrase “exercise, settlement, payment or any other terms on its Hedging Activities in respect of the Transaction or on the costs (including, without limitation, due to any increase in tax liability, decrease in tax benefit or other adverse effect on its tax position) of engaging in any of the spreadforegoing and (y) Dealer cannot promptly avoid the occurrence of each such material adverse effect by (I) transferring or assigning its rights and obligations under the relevant Transaction pursuant to Section 11(d) of this Master Confirmation to an affiliate of Dealer that regularly engages in transactions similar to the Transaction or (II) amending the terms of this Master Confirmation or the Confirmation (whether because amendments would not avoid such occurrence or because Counterparty fails to agree promptly to such amendments)” , no such adjustment shall be replaced with the phrase “Cap Price made and Cancellation and Payment (provided that Calculation Agent Determination) shall apply; and (C) in no event shall the Cap Price be less than the Strike Price)” and the words “whether within a commercially reasonable (as determined by the Calculation Agent) period of time prior to or after the Announcement Event” shall be inserted prior to the word “which” in the seventh line, and, (z) for . For the avoidance of doubt, adjustments shall be made pursuant to the provisions of subparagraphs (i) and (ii) above regardless of whether any Merger Event gives rise to an Early Conversion. Dilution Provision: As set forth in the Confirmation for such Transaction Merger Provision: As set forth in the Confirmation for such Transaction Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent may determine whether Determination). In addition to the relevant Announcement Event has had a material economic effect on the Transaction (and, if so, shall adjust the Cap Price accordinglyprovisions of Section 12.6(a)(iii) on one or more occasions on or after the date of the Announcement Event up to, and including, the Expiration Date, any Early Termination Date and/or any other date of cancellation, expiration, withdrawal or terminationDefinitions, it being understood that will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed or re-traded on any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event. An Announcement Event shall be an “Extraordinary Event” for purposes of the Equity DefinitionsNew York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed or re-traded on any such exchange, such exchange shall thereafter be deemed to which Article 12 of be the Equity Definitions is applicableExchange.

Notice of Merger Consideration. Upon the occurrence of a Merger Event, Counterparty shall reasonably promptly (but in no event later than the date on which such Merger Event is consummated) notify the Calculation Agent of, in the case of a Merger Event that causes the Shares to be converted into the right to receive or exchanged for more than a single type of consideration (determined based in part upon any the form of stockholder electionelection of the holders of Shares), Counterparty shall promptly (but in any event prior to the effective date of the Merger Event) notify the Calculation Agent of the weighted average of the types kind and amounts of consideration actually to be received by the holders of Shares upon consummation of in any Merger Event who affirmatively make such Merger Eventan election. Consequences of Announcement Merger Events: Modified Calculation Agent Adjustment as set forth in Notwithstanding Section 12.3(d) 12.2 of the Equity Definitions; provided that, upon the occurrence of a Merger Event, the Calculation Agent shall make the corresponding adjustment in respect of an Announcement Event, (x) references any adjustment under the Indenture to “Tender Offer” shall be replaced by references to “Announcement Event” and references to “Tender Offer Date” shall be replaced by references to “date any one or more of such Announcement Event”, (y) the word “shall” in nature of the second line shall be replaced with “shall, if the Calculation Agent determines that such Announcement Event has had a material economic effect on the Transaction”Shares, the phrase “Strike Price, the Number of Note Hedging Units, the Note Hedging Unit Entitlement and any other variable relevant to the exercise, settlement, payment or any other terms of the Transaction (includingTransaction, without limitation, to the spread)” extent an analogous adjustment is made under the Indenture; provided that such adjustment shall be replaced with made without regard to any adjustment to the phrase “Cap Price Conversion Rate for the issuance of additional shares or cash pursuant to a Fundamental Change Adjustment or a Discretionary Adjustment; and provided further that the Calculation Agent may limit or alter any such adjustment referenced in this paragraph so that the fair value of the Transaction to Société Générale is not reduced as a result of such adjustment. Nationalization, Insolvency and Delisting: Cancellation and Payment (Calculation Agent Determination); provided that in no event addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Cap Price be less than Exchange is located in the Strike Price)” United States and the words “whether within a commercially reasonable 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 (as determined by or their respective successors); if the Calculation Agent) period of time prior to Shares are immediately re-listed, re-traded or after the Announcement Event” re-quoted on any such exchange or quotation system, such exchange or quotation system shall be inserted prior deemed to be the word “which” in the seventh line, and, (z) for Exchange. For the avoidance of doubt, the Calculation Agent may determine whether occurrence of any event that is a Merger Event and would otherwise have been a Delisting will have the consequence specified for the relevant Announcement Event has had a material economic effect on the Transaction (and, if so, shall adjust the Cap Price accordingly) on one or more occasions on or after the date of the Announcement Event up to, and including, the Expiration Date, any Early Termination Date and/or any other date of cancellation, expiration, withdrawal or termination, it being understood that any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Merger Event. An Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the Equity Definitions is applicable.

Notice of Merger Consideration. Upon the occurrence of a Merger Event, Counterparty shall reasonably promptly (but in no event later than the date on which such Merger Event is consummated) notify the Calculation Agent of, in the case of a Merger Event that causes the Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), Buyer shall reasonably promptly (but in any event on or prior to the effective date of such Merger Event) notify the Calculation Agent of the weighted average of the types and amounts of consideration actually received by the holders of Shares upon consummation of entitled to receive cash, securities or other property or assets with respect to or in exchange for such Shares in any Merger EventEvent who affirmatively make such an election. Tender Offer: Applicable, subject to “Consequences of Announcement Events: Modified Calculation Agent Adjustment as set forth in Tender Offers” below. Notwithstanding Section 12.3(d12.1(d) of the Equity Definitions; provided that, in respect of an Announcement Event, (x) references to “Tender Offer” shall means the occurrence of any event or condition to which the provisions of the Note Indenture governing adjustments to the Conversion Reference Rate in connection with a “tender offer” or “exchange offer” apply. Consequences of Tender Offers: The Transaction will be replaced by references adjusted in a manner corresponding to “Announcement Event” and references the adjustments to “Tender Offer Date” shall be replaced by references to “date of such Announcement Event”, (y) the word “shall” Reference Notes as provided in the second line shall be replaced with “shallNote Indenture. Nationalization, if the Insolvency and Delisting: Cancellation and Payment (Calculation Agent determines that such Announcement Event has had a material economic effect on the Transaction”, the phrase “exercise, settlement, payment or any other terms of the Transaction (including, without limitation, the spreadDetermination)” shall be replaced with the phrase “Cap Price (provided that in no event shall the Cap Price be less than the Strike Price)” and the words “whether within a commercially reasonable (as determined by the Calculation Agent) period of time prior to or after the Announcement Event” shall be inserted prior . In addition to the word “which” in the seventh line, and, (zprovisions of Section 12.6(a)(iii) for the avoidance of doubt, the Calculation Agent may determine whether the relevant Announcement Event has had a material economic effect on the Transaction (and, if so, shall adjust the Cap Price accordingly) on one or more occasions on or after the date of the Announcement Event up to, and including, the Expiration Date, any Early Termination Date and/or any other date of cancellation, expiration, withdrawal or termination, it being understood that any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event. An Announcement Event shall be an “Extraordinary Event” for purposes 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 American Stock Exchange, the NASDAQ Global Market or the NASDAQ Global Select Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to which Article 12 be the Exchange. OTC Convertible Note Hedge (2015) Additional Disruption Events: Change in Law: Applicable , provided that clause (Y) of Section 12.9(a)(ii) of the Equity Definitions is shall not be applicable insofar as any event described therein results in an increased cost to Dealer of hedging the Transaction which increased cost would have been included under Increased Cost of Hedging if such provision were applicable.. Insolvency Filing: Applicable Hedging Disruption Event: Not Applicable Increased Cost of Hedging: Not Applicable Loss of Stock Borrow: Not Applicable Increased Cost of Stock Borrow: Not Applicable Hedging Party: Seller Determining Party: Seller Non-Reliance: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable

Notice of Merger Consideration. Upon In respect of any Merger Event, Counterparty shall notify the Calculation Agent of (i) if applicable, the weighted average of the kind and amounts of consideration to be received by the holders of Shares in any Merger Event who affirmatively make such an election and (ii) the details of the adjustments made under the Indenture in respect of such Merger Event, in each case, reasonably promptly upon determination thereof (and in any event prior to the effective date of the Merger Event), and Counterparty shall deliver a copy of the supplemental indenture effecting such adjustments (a “Merger Supplemental Indenture”) as promptly as practicable following execution thereof. Consequences of Merger Events: Notwithstanding Section 12.2 of the Equity Definitions, upon the occurrence of a Merger Event, Counterparty the Calculation Agent shall reasonably promptly (but make the corresponding adjustment in no event later than respect of any adjustment under the date on which Indenture to any one or more of the nature of the Shares, the Strike Price, the Number of Note Hedging Units, the Note Hedging Unit Entitlement, the Settlement Date and any other variable relevant to the exercise, settlement or payment or other terms of the Transaction to the extent an analogous adjustment is permitted or required to be made pursuant to the Indenture in connection with such Merger Event is consummated) notify (subject to the provisions set forth under “Settlement Amount” above in respect of any Counterparty Determination); provided that such adjustment shall be made without regard to any Fundamental Change Adjustment or any Discretionary Adjustment; and provided further that the Calculation Agent ofmay limit or alter any such adjustment referenced in this paragraph to preserve the intended economic benefits of the Transaction; and provided further that if, in with respect to a Merger Event, (i) the case consideration for the Shares includes (or, at the option of a holder of Shares, may include) shares (or depositary receipts with respect to shares) of an entity or person that is not a corporation organized under the laws of the United States, any State thereof or the District of Columbia or (ii) Counterparty following such Merger Event that causes will not be a corporation organized under the Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the weighted average laws of the types and amounts United States, any State thereof or the District of consideration actually received by holders of Shares upon consummation of Columbia or will not be either (x) the Issuer following such Merger Event. Consequences Event or (y) a wholly-owned subsidiary of Announcement Events: Modified the Issuer following such Merger Event whose obligations under the Transaction are fully and unconditionally guaranteed by such Issuer, Cancellation and Payment (Calculation Agent Adjustment as set forth Determination) may apply at Dealer’s sole election. Nationalization, Insolvency and Delisting: Cancellation and Payment (Calculation Agent Determination); provided that in addition to the provisions of Section 12.3(d12.6(a)(iii) of the Equity Definitions; provided that, in respect of an Announcement Event, (x) references to “Tender Offer” it shall be replaced by references to “Announcement Event” and references to “Tender Offer Date” shall be replaced by references to “date of such Announcement Event”, (y) also constitute a Delisting if the word “shall” Exchange is located in the second line shall be replaced with “shallUnited 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 Calculation Agent determines that Shares are immediately re-listed, re-traded or re-quoted on any such Announcement Event has had a material economic effect on exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Transaction”, the phrase “exercise, settlement, payment or any other terms of the Transaction (including, without limitation, the spread)” shall be replaced with the phrase “Cap Price (provided that in no event shall the Cap Price be less than the Strike Price)” and the words “whether within a commercially reasonable (as determined by the Calculation Agent) period of time prior to or after the Announcement Event” shall be inserted prior to the word “which” in the seventh line, and, (z) for the avoidance of doubt, the Calculation Agent may determine whether the relevant Announcement Event has had a material economic effect on the Transaction (and, if so, shall adjust the Cap Price accordingly) on one or more occasions on or after the date of the Announcement Event up to, and including, the Expiration Date, any Early Termination Date and/or any other date of cancellation, expiration, withdrawal or termination, it being understood that any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event. An Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the Equity Definitions is applicableExchange.

Notice of Merger Consideration. Upon the occurrence of a Merger Event, Counterparty shall reasonably promptly (but in no event later than the date on which such Merger Event is consummated) notify the Calculation Agent of, in the case of a Merger Event that causes the Shares to be converted into the right to receive or exchanged for more than a single type of consideration (determined based in part upon any the form of stockholder electionelection of the holders of the Shares), Counterparty shall promptly notify the weighted average Calculation Agent in writing of the types and amounts of consideration actually received by that holders of Shares have affirmatively elected to receive upon consummation of such Merger Event. Consequences of Announcement Events: Modified Calculation Agent Adjustment as set forth in Section 12.3(d) of the Equity Definitions; provided that, in respect of an Announcement Event, (x) references to “Tender Offer” shall be replaced by references to “Announcement Event” and references to “Tender Offer Date” shall be replaced by references to “date of such Announcement Event”, (y) the word “shall” in the second line shall be replaced with “shall, if the Calculation Agent determines that such Announcement Event has had a material economic effect on the Transaction”, the phrase “exercise, settlement, payment or any other terms of the Transaction (including, without limitation, the spread)” shall be replaced with the phrase “Cap Price (provided that in no event shall the Cap Price date of such notification be less later than the Strike Price)” and the words “whether within a commercially reasonable (as determined by the Calculation Agent) period date on which such Merger Event is consummated. Consequences of time prior to or after the Announcement Event” shall be inserted prior to the word “which” in the seventh line, and, (z) for the avoidance of doubt, the Calculation Agent may determine whether the relevant Announcement Event has had a material economic effect on the Transaction (and, if so, shall adjust the Cap Price accordingly) on one or more occasions on or after the date of the Announcement Event up to, and including, the Expiration Date, any Early Termination Date and/or any other date of cancellation, expiration, withdrawal or termination, it being understood that any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event. An Announcement Event shall be an “Extraordinary Event” for purposes Merger Events: Notwithstanding Section 12.2 of the Equity Definitions, upon the occurrence of a Merger Event, the Calculation Agent shall make a corresponding adjustment in respect of any adjustment under the Indenture to which Article 12 any one or more of the nature of the Shares, the Strike Price, the Number of Options, the Option Entitlement and any other term relevant to the exercise, settlement, payment or other terms of the Transaction; provided, however, that no such adjustment shall be made in respect of any adjustment to the Conversion Rate for the issuance of additional shares as set forth in Section 10.03 or Section 10.04(h) of the Indenture; and provided further that the Calculation Agent may limit or alter any such adjustment referenced in this paragraph so that the fair value of the Transaction is preserved as a result of such adjustment. 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 Definitions, it will also constitute a Delisting if the Exchange is applicablelocated 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 such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange.

Notice of Merger Consideration. Upon the occurrence of a Merger Event, Counterparty shall reasonably promptly (but in no event later than the date on which such Merger Event is consummated) notify the Calculation Agent of, in the case of a Merger Event that causes the Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), Buyer shall reasonably promptly (but in any event prior to the third Exchange Business Day prior to the effective date of such Merger Event) notify the Calculation Agent of the weighted average of the types and amounts of consideration actually (a) received by the holders of Shares entitled to receive cash, securities or other property or assets with respect to or in exchange for such Shares in any Merger Event who affirmatively make such an election and (b) selected by holders of Shares upon consummation the Reference Notes as the form of consideration into which the Reference Notes shall be convertible from and after the effective date of such Merger Event. Tender Offer: Applicable, subject to “Consequences of Announcement Events: Modified Calculation Agent Adjustment as set forth in Tender Offers” below. Notwithstanding Section 12.3(d12.1(d) of the Equity Definitions; provided that, in respect of an Announcement Event, (x) references to “Tender Offer” means the occurrence of any event or condition set forth in Section 9.8(f) of the Note Indenture. Consequences of Tender Offers: The Transaction will be adjusted in a manner corresponding to the adjustments to the Reference Notes as provided in the Note Indenture. Nationalization, Insolvency and Delisting: Cancellation and Payment (Calculation Agent Determination); provided that Buyer shall determine whether payment shall be replaced by references to “Announcement Event” and references to “Tender Offer Date” shall be replaced by references to “date of such Announcement Event”, (y) the word “shall” settled in the second line shall be replaced with “shall, if the Calculation Agent determines that such Announcement Event has had a material economic effect on the Transaction”, the phrase “exercise, settlement, payment cash or any other terms of the Transaction (including, without limitation, the spread)” shall be replaced with the phrase “Cap Price (provided that in no event shall the Cap Price be less than the Strike Price)” and the words “whether within a commercially reasonable (as determined by the Calculation Agent) period of time prior to or after the Announcement Event” shall be inserted prior Shares. In addition to the word “which” in the seventh line, and, (zprovisions of Section 12.6(a)(iii) for the avoidance of doubt, the Calculation Agent may determine whether the relevant Announcement Event has had a material economic effect on the Transaction (and, if so, shall adjust the Cap Price accordingly) on one or more occasions on or after the date of the Announcement Event up to, and including, the Expiration Date, any Early Termination Date and/or any other date of cancellation, expiration, withdrawal or termination, it being understood that any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event. An Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 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 Equity Definitions is applicable.New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Market or the NASDAQ Global Select Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange. Additional Disruption Events: Change in Law: Applicable Failure to Deliver: Applicable. Insolvency Filing: Applicable Hedging Disruption Event: Applicable Increased Cost of Hedging: Not Applicable Loss of Stock Borrow: Not Applicable Increased Cost of Stock Borrow: Not Applicable Hedging Party: Seller Determining Party: Seller Non-Reliance: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable

Notice of Merger Consideration. Upon the occurrence of a Merger Event, Counterparty shall reasonably promptly (but in no event later than the date on which such Merger Event is consummated) notify the Calculation Agent of, in the case of a Merger Event that causes the Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), Buyer shall reasonably promptly (but in any event prior to the third Exchange Business Day prior to the effective date of such Merger Event) notify the Calculation Agent of the weighted average of the types and amounts of consideration actually (a) received by the holders of Shares entitled to receive cash, securities or other property or assets with respect to or in exchange for such Shares in any Merger Event who affirmatively make such an election and (b) selected by holders of Shares upon consummation the Reference Notes as the form of consideration into which the Reference Notes shall be convertible from and after the effective date of such Merger Event. Tender Offer: Applicable, subject to “Consequences of Announcement Events: Modified Calculation Agent Adjustment as set forth in Tender Offers” below. Notwithstanding Section 12.3(d12.1(d) of the Equity Definitions; provided that, in respect of an Announcement Event, (x) references to “Tender Offer” means the occurrence of any event or condition set forth in Section 4.06(e) of the Note Indenture. Consequences of Tender Offers: The Transaction will be adjusted in a manner corresponding to the adjustments to the Reference Notes as provided in the Note Indenture. Nationalization, Insolvency and Delisting: Cancellation and Payment (Calculation Agent Determination); provided that Buyer shall determine whether payment shall be replaced by references to “Announcement Event” and references to “Tender Offer Date” shall be replaced by references to “date of such Announcement Event”, (y) the word “shall” settled in the second line shall be replaced with “shall, if the Calculation Agent determines that such Announcement Event has had a material economic effect on the Transaction”, the phrase “exercise, settlement, payment cash or any other terms of the Transaction (including, without limitation, the spread)” shall be replaced with the phrase “Cap Price (provided that in no event shall the Cap Price be less than the Strike Price)” and the words “whether within a commercially reasonable (as determined by the Calculation Agent) period of time prior to or after the Announcement Event” shall be inserted prior Shares. In addition to the word “which” in the seventh line, and, (zprovisions of Section 12.6(a)(iii) for the avoidance of doubt, the Calculation Agent may determine whether the relevant Announcement Event has had a material economic effect on the Transaction (and, if so, shall adjust the Cap Price accordingly) on one or more occasions on or after the date of the Announcement Event up to, and including, the Expiration Date, any Early Termination Date and/or any other date of cancellation, expiration, withdrawal or termination, it being understood that any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event. An Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 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 Equity Definitions is applicable.New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Market or the NASDAQ Global Select Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange. Additional Disruption Events: Change in Law: Applicable Failure to Deliver: Applicable. Insolvency Filing: Applicable Hedging Disruption Event: Applicable Increased Cost of Hedging: Not Applicable Loss of Stock Borrow: Not Applicable OTC Convertible Note Hedge Increased Cost of Stock Borrow: Not Applicable Hedging Party: Seller Determining Party: Seller Non-Reliance: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable

Notice of Merger Consideration. Upon the occurrence of a Merger Event, Counterparty shall reasonably promptly (but in no event later than the date on which such Merger Event is consummated) notify the Calculation Agent of, in the case of a Merger Event that causes the Shares to be converted into the right to receive or exchanged for more than a single type of consideration (determined based in part upon any the form of stockholder electionelection of the holders of the Shares), Counterparty shall promptly notify the weighted average Calculation Agent in writing of the types and amounts of consideration actually received by that holders of Shares have affirmatively elected to receive upon consummation of such Merger Event. Consequences of Announcement Events: Modified Calculation Agent Adjustment as set forth in Section 12.3(d) of the Equity Definitions; provided that, in respect of an Announcement Event, (x) references to “Tender Offer” shall be replaced by references to “Announcement Event” and references to “Tender Offer Date” shall be replaced by references to “date of such Announcement Event”, (y) the word “shall” in the second line shall be replaced with “shall, if the Calculation Agent determines that such Announcement Event has had a material economic effect on the Transaction”, the phrase “exercise, settlement, payment or any other terms of the Transaction (including, without limitation, the spread)” shall be replaced with the phrase “Cap Price (provided that in no event shall the Cap Price date of such notification be less later than the Strike Price)” and date on which such Merger Event is consummated. Consequences of Merger Events: Notwithstanding Section 12.2 of the words “whether within a commercially reasonable Equity Definitions (as determined by the Calculation Agent) period of time prior to or after the Announcement Event” shall be inserted prior to the word “which” in the seventh line, and, (z) for the avoidance of doubt, in lieu of any adjustments or other consequences pursuant to such section), upon the occurrence of a Merger Event, with respect to any adjustment made or effective under the terms of the Indenture as a result of such Merger Event pursuant to Section 10.05 of the Indenture, the Calculation Agent may determine whether the relevant Announcement Event has had shall make a material economic effect on the Transaction (and, if so, shall adjust the Cap Price accordingly) on one or more occasions on or after the date of the Announcement Event up to, and including, the Expiration Date, any Early Termination Date and/or any other date of cancellation, expiration, withdrawal or termination, it being understood that any corresponding adjustment in respect of an Announcement Event shall take into account such adjustment under the Indenture to any earlier adjustment relating one or more of the nature of the Shares, the Strike Price, the Number of Options, the Option Entitlement and any other variable relevant to the same Announcement Event. An Announcement Event exercise, settlement, payment or other terms of the Transaction, as applicable; provided, however, that such adjustment shall be an made without regard to any adjustment to the “Extraordinary EventConversion Rate” (as defined in the Indenture) for purposes the issuance of additional shares as set forth in Section 10.03 or Section 10.04(f) of the Indenture. 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, to which Article 12 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 Equity Definitions is applicableNew 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 such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange.

Notice of Merger Consideration. Upon In respect of any Merger Event, Counterparty shall notify the Calculation Agent of (i) if applicable, the weighted average of the kind and amounts of consideration to be received by the holders of Shares in any Merger Event who affirmatively make such an election and (ii) the details of the adjustments made under the Indenture in respect of such Merger Event, in each case, immediately upon determination thereof (and in any event prior to the effective date of the Merger Event), and Counterparty shall deliver to Dealer a copy of the supplemental indenture effecting such adjustments (a “Merger Supplemental Indenture”) as reasonably as practicable following execution thereof. Consequences of Merger Events: Notwithstanding Section 12.2 of the Equity Definitions, upon the occurrence of a Merger Event, Counterparty shall reasonably promptly (but in no event later than the date on which such Merger Event is consummated) notify the Calculation Agent of, in shall make the case of a Merger Event that causes the Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the weighted average of the types and amounts of consideration actually received by holders of Shares upon consummation of such Merger Event. Consequences of Announcement Events: Modified Calculation Agent Adjustment as set forth in Section 12.3(d) of the Equity Definitions; provided that, corresponding adjustment in respect of an Announcement Event, (x) references any adjustment under the Indenture to “Tender Offer” shall be replaced by references to “Announcement Event” and references to “Tender Offer Date” shall be replaced by references to “date any one or more of such Announcement Event”, (y) the word “shall” in nature of the second line shall be replaced with “shall, if the Calculation Agent determines that such Announcement Event has had a material economic effect on the Transaction”Shares, the phrase “Strike Price, the Note Hedging Unit Entitlement, the Settlement Date and any other variable relevant to the exercise, settlement, settlement or payment or any other terms of the Transaction (including, without limitation, other than the spreadNumber of Note Hedging Units) to the extent an analogous adjustment is required to be made pursuant to the Indenture in connection with such Merger Event (subject to the provisions set forth under “Settlement Amount” above in respect of any Counterparty Determination)” ; provided that such adjustment shall be replaced with the phrase “Cap Price (made without regard to any Fundamental Change Adjustment or any Discretionary Adjustment; and provided further that in no event shall the Cap Price be less than the Strike Price)” and the words “whether within a commercially reasonable (as determined by the Calculation Agent) period of time prior to or after the Announcement Event” shall be inserted prior to the word “which” in the seventh line, and, (z) for the avoidance of doubt, the Calculation Agent may determine whether limit or alter any such adjustment referenced in this paragraph to preserve the relevant Announcement intended economic benefits of the Transaction; and provided further that if, with respect to a Merger Event, (i) the consideration for the Shares includes (or, at the option of a holder of Shares, may include) shares (or depositary receipts with respect to shares) of an entity or person that is not a corporation organized under the laws of the United States, any State thereof or the District of Columbia or (ii) Counterparty following such Merger Event has had will not be a material economic effect on corporation organized under the laws of the United States, any State thereof or the District of Columbia or will not be either (x) the Issuer following such Merger Event or (y) a wholly-owned subsidiary of the Issuer following such Merger Event (which subsidiary shall be a corporation that is organized under the laws of the United States, any State thereof or the District of Columbia) whose obligations under the Transaction are fully and unconditionally guaranteed by such Issuer, Cancellation and Payment (andCalculation Agent Determination) may apply at Dealer’s sole election. Nationalization, if so, shall adjust the Cap Price accordingly) on one or more occasions on or after the date of the Announcement Event up to, Insolvency and including, the Expiration Date, any Early Termination Date and/or any other date of cancellation, expiration, withdrawal or termination, it being understood Delisting: Cancellation and Payment (Calculation Agent Determination); provided that any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating addition to the same Announcement Event. An Announcement Event shall be an “Extraordinary Event” for purposes provisions of Section 12.6(a)(iii) of the Equity Definitions, to which Article 12 it shall 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 Equity Definitions is applicableNew 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 such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange.

Notice of Merger Consideration. Upon the occurrence of a Merger Event, Counterparty shall reasonably promptly (but in no event later than the date on which such Merger Event is consummated) notify the Calculation Agent of, in the case of a Merger Event that causes the Shares to be converted into the right to receive or exchanged for more than a single type of consideration (determined based in part upon any the form of stockholder electionelection of the holders of Shares), Counterparty shall promptly (but in any event prior to the effective date of the Merger Event) notify the Calculation Agent of the weighted average of the types kind and amounts of consideration actually to be received by the holders of Shares upon consummation of in any Merger Event who affirmatively make such Merger Eventan election. Consequences of Announcement Merger Events: Modified Calculation Agent Adjustment as set forth in Notwithstanding Section 12.3(d) 12.2 of the Equity Definitions; provided that, upon the occurrence of a Merger Event, the Calculation Agent shall make the corresponding adjustment in respect of an Announcement Event, (x) references any adjustment under the Indenture to “Tender Offer” shall be replaced by references to “Announcement Event” and references to “Tender Offer Date” shall be replaced by references to “date any one or more of such Announcement Event”, (y) the word “shall” in nature of the second line shall be replaced with “shall, if the Calculation Agent determines that such Announcement Event has had a material economic effect on the Transaction”Shares, the phrase “Strike Price, the Number of Note Hedging Units, the Note Hedging Unit Entitlement and any other variable relevant to the exercise, settlement, payment or any other terms of the Transaction (includingTransaction, without limitation, to the spread)” extent an analogous adjustment is made under the Indenture; provided that such adjustment shall be replaced with made without regard to any adjustment to the phrase “Cap Price Conversion Rate for the issuance of additional shares or cash pursuant to a Fundamental Change Adjustment or a Discretionary Adjustment; and provided further that the Calculation Agent may limit or alter any such adjustment referenced in this paragraph so that the fair value of the Transaction to Citi is not reduced as a result of such adjustment. Nationalization, Insolvency and Delisting: Cancellation and Payment (Calculation Agent Determination); provided that in no event addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Cap Price be less than Exchange is located in the Strike Price)” United States and the words “whether within a commercially reasonable 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 (as determined by or their respective successors); if the Calculation Agent) period of time prior to Shares are immediately re-listed, re-traded or after the Announcement Event” re-quoted on any such exchange or quotation system, such exchange or quotation system shall be inserted prior deemed to be the word “which” in the seventh line, and, (z) for Exchange. For the avoidance of doubt, the Calculation Agent may determine whether occurrence of any event that is a Merger Event and would otherwise have been a Delisting will have the consequence specified for the relevant Announcement Event has had a material economic effect on the Transaction (and, if so, shall adjust the Cap Price accordingly) on one or more occasions on or after the date of the Announcement Event up to, and including, the Expiration Date, any Early Termination Date and/or any other date of cancellation, expiration, withdrawal or termination, it being understood that any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Merger Event. An Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the Equity Definitions is applicable.

Notice of Merger Consideration. Upon the occurrence of a Merger Event, Counterparty shall reasonably promptly (but in no any event later than the date on which prior to consummation of such Merger Event is consummatedEvent) notify the Calculation Agent of, in the case of a Merger Event that causes the Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the weighted average of the types and amounts of consideration actually received by holders of Shares upon consummation of such Merger Event. Consequences of Announcement Events: Modified Calculation Agent Adjustment as set forth in Section 12.3(d) of the Equity Definitions; provided that, in respect of an Announcement Event, (xi) references to “Tender Offer” shall be replaced by references to “Announcement Event” and references to “Tender Offer Date” shall be replaced by references to “date of such Announcement Event”, (yii) the word “shall” in the second line shall be replaced with “shall, if the Calculation Agent determines that such Announcement Event has had a material economic effect on the Transaction”, the phrase “exercise, settlement, payment or any other terms of the Transaction (including, without limitation, the spread)” shall be replaced with the phrase “Cap Price (provided that in no event shall the Cap Price be less than the Strike Price)” ”, (iii) the fifth and sixth lines shall be deleted in their entirety and replaced with the words “effect on the Transaction of such Announcement Event solely to account for changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or the Transaction”, (iv) the words “whether within a commercially reasonable (as determined by the Calculation Agent) period of time prior to or after the Announcement Event” shall be inserted prior to the word “which” in the seventh line, and, and (zv) for the avoidance of doubt, the Calculation Agent may shall determine whether the relevant Announcement Event has had a material economic effect on the Transaction (and, if so, shall adjust the Cap Price accordingly) on one or more occasions on or after the date of the Announcement Event up to, and including, the Expiration Date, any Early Termination Date Date, any date of cancellation and/or any other date of cancellationwith respect to which the Announcement Event is cancelled, expirationwithdrawn, withdrawal discontinued or terminationotherwise terminated, as applicable, it being understood that any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event. An Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the Equity Definitions is applicable. Announcement Event: (i) The public announcement by (w) any Valid Third Party Entity, Issuer or any agent or affiliate of Issuer or a Valid Third Party Entity of 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, (x) Issuer or any subsidiary thereof of any potential acquisition by Issuer and/or its subsidiaries where the aggregate consideration exceeds 30% of the market capitalization of Issuer as of the date of such announcement (an “Acquisition Transaction”), (y) any Valid Third Party Entity, Issuer or any agent or affiliate of Issuer or a Valid Third Party 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 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 an Acquisition Transaction or (iii) any subsequent public announcement by the relevant entity making such previous announcement or Issuer (or a subsidiary thereof) 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 such 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), 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,” “Merger Event” and “Tender Offer” shall each have the meanings assigned to such term in the Equity Definitions; provided that (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 and (B) Section 12.1(d) of the Equity Definitions shall be amended by replacing “10%” with “15%”.

Notice of Merger Consideration. Upon the occurrence of a Merger Event, Counterparty shall reasonably promptly (but in no any event later than the date on which prior to consummation of such Merger Event is consummatedEvent) notify the Calculation Agent of, in the case of a Merger Event that causes the Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the weighted average of the types and amounts of consideration actually received by holders of Shares upon consummation of such Merger Event. Consequences of Announcement Events: Modified Calculation Agent Adjustment as set forth in Section 12.3(d) of the Equity Definitions; provided that, in respect of an Announcement Event, (xw) references to “Tender Offer” shall be replaced by references to “Announcement Event” and references to “Tender Offer Date” shall be replaced by references to “date of such Announcement Event”, (yx) the word “shall” in the second line shall be replaced with “shall, if the Calculation Agent determines that such Announcement Event has had a material economic effect on the Transaction”,” and the word “make” in the second line shall be replaced with “make, on one or more occasions on or after the date of the Announcement Event up to, and including, the Expiration Date, any Early Termination Date, any date of cancellation and/or any other date with respect to which the Announcement Event is cancelled, withdrawn, discontinued or otherwise terminated, as applicable, it being understood that any adjustment in respect of an Announcement Event shall be made in good faith and in a commercially reasonable manner and take into account any earlier adjustment relating to the same Announcement Event and shall not be duplicative with any other adjustment or cancellation valuation made pursuant to this Confirmation, the Equity Definitions or the Agreement,” and (y) the phrase “exercise, settlement, payment or any other terms of the Transaction (including, without limitation, the spread)” shall be replaced with the phrase “Cap Price (provided that in no event shall the Cap Price be less than the Strike Price)” and (z) the words “whether within a commercially reasonable (as determined by the Calculation Agent) period of time prior to or after the Announcement Event” shall be inserted prior to the word after “whichTransaction)” in the seventh sixth line, and, (z) for the avoidance of doubt, the Calculation Agent may determine whether the relevant Announcement Event has had a material economic effect on the Transaction (and, if so, shall adjust the Cap Price accordingly) on one or more occasions on or after the date of the Announcement Event up to, and including, the Expiration Date, any Early Termination Date and/or any other date of cancellation, expiration, withdrawal or termination, it being understood that any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event. An Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the Equity Definitions is applicable.. Announcement Event: (i) The public announcement by (x) any entity of any

Notice of Merger Consideration. Upon the occurrence of a Merger Event, Counterparty shall reasonably promptly (but in no any event later than the date on which prior to consummation of such Merger Event is consummatedEvent) notify the Calculation Agent of, in the case of a Merger Event that causes the Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the weighted average of the types and amounts of consideration actually received by holders of Shares upon consummation of such Merger Event. Consequences of Announcement Events: Modified Calculation Agent Adjustment as set forth in Section 12.3(d) of the Equity Definitions; provided that, in respect of an Announcement Event, (x) references to “Tender Offer” shall be replaced by references to “Announcement Event” and references to “Tender Offer Date” shall be replaced by references to “date of such Announcement Event”, (y) the word “shall” in the second line shall be replaced with “shall, if the Calculation Agent determines that such Announcement Event has had a material economic effect on the Transaction”, the phrase “exercise, settlement, payment or any other terms of the Transaction (including, without limitation, the spread)” shall be replaced with the phrase “Cap Price (provided that in no event shall the Cap Price be less than the Strike Price)” and the words “whether within a commercially reasonable (as determined by the Calculation Agent) period of time prior to or after the Announcement Event” shall be inserted prior to the word “, which” in the seventh line, and, and (z) for the avoidance of doubt, the Calculation Agent may shall, in good faith and in a commercially reasonable manner, determine whether the relevant Announcement Event has had a material economic effect on the Transaction (the terms of which include, among other terms, the Strike Price and Cap Price), and, if so, 44 Include cross reference to sections of the Indenture describing the consequences of above market tender offers. shall adjust the Cap Price accordingly) accordingly to take into account such material economic effect on one or more occasions on or after the date of the Announcement Event up to, and including, the Expiration Date, any Early Termination Date and/or any other date of cancellation, expiration, withdrawal or termination, it being understood that (i) any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event and (ii) in making any adjustment the Calculation Agent shall take into account volatility, liquidity or other factors before and after such Announcement Event. An Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the Equity Definitions is applicable.

Notice of Merger Consideration. Upon the occurrence of a Merger Event, Counterparty shall reasonably promptly (but in no event later than the date on which such Merger Event is consummated) notify the Calculation Agent of, in the case of a Merger Event that causes the Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), Buyer shall reasonably promptly (but in any event prior to the third Exchange Business Day prior to the effective date of such Merger Event) notify the Calculation Agent of the weighted average of the types and amounts of consideration actually (a) received by the holders of Shares entitled to receive cash, securities or other property or assets with respect to or in exchange for such Shares in any Merger Event who affirmatively make such an election and (b) selected by holders of Shares upon consummation the Reference Notes as the form of consideration into which the Reference Notes shall be convertible from and after the effective date of such Merger Event. Tender Offer: Applicable, subject to “Consequences of Announcement Events: Modified Calculation Agent Adjustment as set forth in Tender Offers” below. Notwithstanding Section 12.3(d12.1(d) of the Equity Definitions; provided that, in respect of an Announcement Event, (x) references to “Tender Offer” means the occurrence of any event or condition set forth in Section 4.06(e) of the Note Indenture. Consequences of Tender Offers: The Transaction will be adjusted in a manner corresponding to the adjustments to the Reference Notes as provided in the Note Indenture. Nationalization, Insolvency and Delisting: Cancellation and Payment (Calculation Agent Determination); provided that Buyer shall determine whether payment shall be replaced by references to “Announcement Event” and references to “Tender Offer Date” shall be replaced by references to “date of such Announcement Event”, (y) the word “shall” settled in the second line shall be replaced with “shall, if the Calculation Agent determines that such Announcement Event has had a material economic effect on the Transaction”, the phrase “exercise, settlement, payment cash or any other terms of the Transaction (including, without limitation, the spread)” shall be replaced with the phrase “Cap Price (provided that in no event shall the Cap Price be less than the Strike Price)” and the words “whether within a commercially reasonable (as determined by the Calculation Agent) period of time prior to or after the Announcement Event” shall be inserted prior Shares. In addition to the word “which” in the seventh line, and, (zprovisions of Section 12.6(a)(iii) for the avoidance of doubt, the Calculation Agent may determine whether the relevant Announcement Event has had a material economic effect on the Transaction (and, if so, shall adjust the Cap Price accordingly) on one or more occasions on or after the date of the Announcement Event up to, and including, the Expiration Date, any Early Termination Date and/or any other date of cancellation, expiration, withdrawal or termination, it being understood that any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event. An Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 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 Equity Definitions is applicable.New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Market or the NASDAQ Global Select Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange. Additional Disruption Events: Change in Law: Applicable Failure to Deliver: Applicable. Insolvency Filing: Applicable Hedging Disruption Event: Applicable Increased Cost of Hedging: Not Applicable OTC Convertible Note Hedge Loss of Stock Borrow: Not Applicable Increased Cost of Stock Borrow: Not Applicable Hedging Party: Seller Determining Party: Seller Non-Reliance: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable

Notice of Merger Consideration. Upon the occurrence of a Merger Event, Counterparty shall reasonably promptly (but in no event later than the date on which such Merger Event is consummated) notify the Calculation Agent of, in the case of a Merger Event that causes the Shares to be converted into the right to receive or exchanged for more than a single type of consideration (determined based in part upon any the form of stockholder electionelection of the holders of Shares), Counterparty shall promptly (but in any event prior to the effective date of the Merger Event) notify the Calculation Agent of the weighted average of the types kind and amounts of consideration actually to be received by the holders of Shares upon consummation of in any Merger Event who affirmatively make such Merger Eventan election. Consequences of Announcement Merger Events: Modified Calculation Agent Adjustment as set forth in Notwithstanding Section 12.3(d) 12.2 of the Equity Definitions; provided that, upon the occurrence of a Merger Event, the Calculation Agent shall make the corresponding adjustment in respect of an Announcement Event, (x) references any adjustment under the Indenture to “Tender Offer” shall be replaced by references to “Announcement Event” and references to “Tender Offer Date” shall be replaced by references to “date any one or more of such Announcement Event”, (y) the word “shall” in nature of the second line shall be replaced with “shall, if the Calculation Agent determines that such Announcement Event has had a material economic effect on the Transaction”Shares, the phrase “Strike Price, the Number of Note Hedging Units, the Note Hedging Unit Entitlement and any other variable relevant to the exercise, settlement, payment or any other terms of the Transaction (includingTransaction, without limitation, to the spread)” extent an analogous adjustment is made under the Indenture; provided that such adjustment shall be replaced with made without regard to any adjustment to the phrase “Cap Price Conversion Rate for the issuance of additional shares or cash pursuant to a Fundamental Change Adjustment or a Discretionary Adjustment; and provided further that the Calculation Agent may limit or alter any such adjustment referenced in this paragraph so that the fair value of the Transaction to Wachovia is not reduced as a result of such adjustment. Nationalization, Insolvency and Delisting: Cancellation and Payment (Calculation Agent Determination); provided that in no event addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Cap Price be less than Exchange is located in the Strike Price)” United States and the words “whether within a commercially reasonable 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 (as determined by or their respective successors); if the Calculation Agent) period of time prior to Shares are immediately re-listed, re-traded or after the Announcement Event” re-quoted on any such exchange or quotation system, such exchange or quotation system shall be inserted prior deemed to be the word “which” in the seventh line, and, (z) for Exchange. For the avoidance of doubt, the Calculation Agent may determine whether occurrence of any event that is a Merger Event and would otherwise have been a Delisting will have the consequence specified for the relevant Announcement Event has had a material economic effect on the Transaction (and, if so, shall adjust the Cap Price accordingly) on one or more occasions on or after the date of the Announcement Event up to, and including, the Expiration Date, any Early Termination Date and/or any other date of cancellation, expiration, withdrawal or termination, it being understood that any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Merger Event. An Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the Equity Definitions is applicable.

Notice of Merger Consideration. Upon the occurrence of a Merger Event, Counterparty shall reasonably promptly (but in no any event later than the date on which prior to consummation of such Merger Event is consummatedEvent) notify the Calculation Agent of, in the case of a Merger Event that causes the Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the weighted average of the types and amounts of consideration actually received by holders of Shares upon consummation of such Merger Event. Consequences of Announcement Events: Modified Calculation Agent Adjustment as set forth in Section 12.3(d) of the Equity Definitions; provided that, in respect of an Announcement Event, (x) references to “Tender Offer” shall be replaced by references to “Announcement Event” and references to “Tender Offer Date” shall be replaced by references to “date of such Announcement Event”, (y) the word “shall” in the second line shall be replaced with “shall, if the Calculation Agent determines that such Announcement Event has had a material economic effect on the Transaction”, the phrase “exercise, settlement, payment or any other terms of the Transaction (including, without limitation, the spread)” shall be replaced with the phrase “Cap Price (provided that in no event shall the Cap Price be less than the Strike Price)” and the words “whether within a commercially reasonable (as determined by the Calculation Agent) period of time prior to or after the Announcement Event” shall be inserted prior to the word “which” in the seventh line, and, and (z) for the avoidance of doubt, the Calculation Agent may shall determine whether the relevant Announcement Event has had a material economic effect on the Transaction (and, if so, shall adjust the Cap Price accordingly) on one or more occasions on or after the date of the Announcement Event up to, and including, the Expiration Date, any Early Termination Date Date, any date of cancellation and/or any other date of cancellationwith respect to which the Announcement Event is cancelled, expirationwithdrawn, withdrawal discontinued or terminationotherwise terminated, as applicable, it being understood that any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement EventEvent and shall not be duplicative with any other adjustment or cancellation valuation made pursuant to this Confirmation, the Equity Definitions or the Agreement; provided that, in no event shall the Cap Price be less than the Strike Price. An Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the Equity Definitions is applicable.

Notice of Merger Consideration. Upon the occurrence of a Merger Event, Counterparty shall reasonably promptly (but in no event later than the date on which such Merger Event is consummated) notify the Calculation Agent of, in the case of a Merger Event that causes the Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the weighted average of the types and amounts of consideration actually received by holders of Shares upon consummation of such Merger Event. Consequences of Announcement Events: Modified Calculation Agent Adjustment as set forth in Section 12.3(d) of the Equity Definitions; provided that, in respect of an Announcement Event, (x) references to “Tender Offer” shall be replaced by references to “Announcement Event” and references to “Tender Offer Date” shall be replaced by references to “date of such Announcement Event”, (y) the word “shall” in the second line shall be replaced with “shall, if the Calculation Agent determines that such Announcement Event has had a material economic effect on the Transaction”, the phrase “exercise, settlement, payment or any other terms of the Transaction (including, without limitation, the spread)” shall be replaced with the phrase “Cap Price (provided that in no event shall the Cap Price be less than the Strike Price)” and the words “whether within a commercially reasonable (as determined by the Calculation Agent) period of time prior to or after the Announcement Event” shall be inserted prior to the word “which” in the seventh line, and, (z) for the avoidance of doubt, the Calculation Agent may determine whether the relevant Announcement Event has had a material economic effect on the Transaction (and, if so, shall adjust the Cap Price accordingly) on one or more occasions on or after the date of the Announcement Event up to, and including, the Expiration Date, any Early Termination Date and/or any other date of cancellation, expiration, withdrawal or termination, it being understood that any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event. An Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the Equity Definitions is applicable.. Announcement Event: (i) The public announcement by any entity of (x) any transaction or event that is reasonably likely to be completed (as determined by the Calculation Agent which may take 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 by Issuer, its affiliate and/or its subsidiaries where the aggregate consideration exceeds 25% of the market capitalization of 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, (ii) the public announcement by Issuer, its affiliate and/or its subsidiaries 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 an Acquisition Transaction or (iii) any subsequent public announcement by any relevant 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) 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”

Notice of Merger Consideration. Upon the occurrence of a Merger Event, Counterparty shall reasonably promptly (but in no any event later than the date on which prior to consummation of such Merger Event is consummatedEvent) notify the Calculation Agent of, in the case of a Merger Event that causes the Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the weighted average of the types and amounts of consideration actually received by holders of Shares upon consummation of such Merger Event. Consequences of Announcement Events: Modified Calculation Agent Adjustment as set forth in Section 12.3(d) of the Equity Definitions; provided that, in respect of an Announcement Event, (x) references to “Tender Offer” shall be replaced by references to “Announcement Event” and references to “Tender Offer Date” shall be replaced by references to “date of such Announcement Event”, (y) the word “shall” in the second line shall be replaced with “shall, if the Calculation Agent determines that such Announcement Event has had a material economic effect on the Transaction”, the phrase “exercise, settlement, payment or any other terms of the Transaction (including, without limitation, the spread)” shall be replaced with the phrase “Cap Price (provided that in no event shall the Cap Price be less than the Strike Price)” and the words “whether within a commercially reasonable (as determined by the Calculation Agent) period of time prior to or after the Announcement Event” shall be inserted prior to the word “, which” in the seventh line, and, and (z) for the avoidance of doubt, the Calculation Agent may shall, in good faith and in a commercially reasonable manner, determine whether the relevant Announcement Event has had a material an economic effect on the Transaction (the terms of which include, among other terms, the Strike Price and Cap Price), and, if so, shall adjust the Cap Price accordingly) accordingly to take into account such economic effect on one or more occasions on or after the date of the Announcement Event up to, and including, the Expiration Date, any Early Termination Date and/or any other date of cancellation, expiration, withdrawal or termination, it being understood that (i) any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event and (ii) in making any adjustment the Calculation Agent shall take into account volatility, liquidity or other factors before and after such Announcement Event. An Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the Equity Definitions is applicable.