Common use of Amendments to Equity Definitions Clause in Contracts

Amendments to Equity Definitions. (i) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by (x) inserting the words “similar corporate” immediately prior to the word “event”; (y) deleting the words “diluting or concentrative” and replacing them with the word “material”; and (z) adding the phrase “or the Options” at the end of the sentence. (ii) Section 12.9(b)(i) of the Equity Definitions is hereby amended by replacing “either party may elect” with “Dealer may elect or, if Counterparty represents that it and its officers and directors are not aware of any material nonpublic information with respect to Counterparty or the Shares, Counterparty may elect,”. (iii) Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “15%”. (iv) Section 11.2(e)(v) of the Equity Definitions is hereby amended by adding the phrase “, provided that, notwithstanding this Section 11.2(e)(v), the parties hereto agree that, with respect to the Transaction, the following repurchases of Shares by the Issuer or any of its subsidiaries shall not be considered Potential Adjustment Events: any repurchases of Shares in open-market transactions at prevailing market prices or privately negotiated accelerated Share repurchase (or similar) transactions that are entered into at prevailing market prices and in accordance with customary market terms for transactions of such type to repurchase the Shares, in each case, to the extent that, after giving effect to such transactions, the aggregate number of Shares repurchased during the term of the Transaction pursuant to all transactions described in this proviso would not exceed 15% of the number of Shares outstanding as of the Trade Date, as determined by the Calculation Agent” at the end of such Section.

Amendments to Equity Definitions. (i) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by (x) inserting the words “similar corporate” immediately prior to the word “event”; (y) deleting the words “diluting or concentrative” and replacing them with the word “material”; and (z) adding the phrase “or the Options” at the end of the sentence. (ii) Section 12.9(b)(i) of the Equity Definitions is hereby amended by replacing “either party may elect” with “Dealer may elect or, if Counterparty represents that it and its officers and directors are not aware of any material nonpublic information with respect to Counterparty or the Shares, Counterparty may elect,”. (iii) Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “15%”. (iv) Section 11.2(e)(v) of the Equity Definitions is hereby amended by adding the phrase “, provided that, notwithstanding this Section 11.2(e)(v), the parties hereto agree that, with respect to the Transaction, the following repurchases of Shares by the Issuer or any of its subsidiaries shall not be considered Potential Adjustment Events: any repurchases of Shares in open-market transactions at prevailing market prices or privately negotiated accelerated Share repurchase (or similar) transactions that are entered into at prevailing market prices and in accordance with customary market terms for transactions of such type to repurchase the Shares, in each case, to the extent that, after giving effect to such transactions, the aggregate number of Shares repurchased during the term of the Transaction pursuant to all transactions described in this proviso would not exceed 1520% of the number of Shares outstanding as of the Trade Date, as determined by the Calculation Agent” at the end of such Section. (ii) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting the words “that may have a diluting or concentrative effect on the theoretical value of the relevant Shares” and replacing them with the words “that is the result of a corporate event involving the Issuer or its securities that has, in the commercially reasonable judgment of the Calculation Agent, a material economic effect on the Shares or options on the Shares; provided that such event is not based on (a) an observable market, other than the market for the Counterparty’s own stock or (b) an observable index, other than an index calculated and measured solely by reference to Counterparty’s own operations.” (iii) Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%”. (iv) Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) deleting from the fourth line thereof the word “or” after the word “official” and inserting a comma therefor, and (2) deleting the semi-colon at the end of subsection (B) thereof and inserting the following words therefor “or (C) at Dealer’s option, the occurrence of any of the events specified in Section 5(a)(vii) (1) through (9) of the ISDA Master Agreement with respect to that Issuer.” (v) Section 12.9(b)(i) of the Equity Definitions is hereby amended by (1) replacing “either party may elect” with “Dealer may elect” and (2) replacing “notice to the other party” with “notice to Counterparty” in the first sentence of such section. (vi) Section 12.9(b)(vi) of the Equity Definitions is hereby amended by (1) replacing the comma immediately following clause (A) thereof with the word “or”, (2) deleting clause (C) thereof in its entirety and (3) replacing the words “either party” in the last sentence thereof with the words “the Hedging Party”.

Amendments to Equity Definitions. (i) Section 11.2(e)(vii12.6(a)(ii) of the Equity Definitions is hereby amended by (x1) inserting deleting from the words “similar corporate” immediately prior to fourth line thereof the word “event”; or” after the word “official” and inserting a comma therefor, and (y2) deleting the words “diluting or concentrative” and replacing them with the word “material”; and (z) adding the phrase “or the Options” semi-colon at the end of subsection (B) thereof and inserting the sentencefollowing words therefor “or (C) the occurrence of any of the events specified in Section 5(a)(vii)(1) through (9) of the ISDA Master Agreement with respect to that Issuer; provided that the period for dismissal, discharge, stay or restraint therein shall be increased from within 15 days to within 30 days.” (ii) The first sentence of Section 12.7(b) of the Equity Definitions is hereby amended by inserting, prior to the period at the end thereof, the following phrase: “; provided that in the case of a Merger Event or Tender Offer, the parties shall use commercially reasonable efforts to agree on such amount on or prior to the Merger Event Date or Tender Offer Date, as the case may be”. (iiiii) Section 12.9(b)(i) of the Equity Definitions is hereby amended by (1) replacing “either party may elect” with “Dealer may elect or, elect” and (2) replacing “notice to the other party” with “notice to Counterparty” in the first sentence of such section. (iv) Section 12.9(b)(vi) of the Equity Definitions is hereby amended by replacing subsection (C) with: “if Counterparty represents to Dealer in writing at the time of such election that (i) it and its officers and directors are is not aware of any material nonpublic information with respect to Counterparty or the SharesShares and (ii) it is not making such election as part of a plan or scheme to evade compliance with the U.S. federal securities laws, Counterparty may elect,elect to terminate the Transaction as of that second Scheduled Trading Day”. (iii) Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “15%”. (iv) Section 11.2(e)(v) of the Equity Definitions is hereby amended by adding the phrase “, provided that, notwithstanding this Section 11.2(e)(v), the parties hereto agree that, with respect to the Transaction, the following repurchases of Shares by the Issuer or any of its subsidiaries shall not be considered Potential Adjustment Events: any repurchases of Shares in open-market transactions at prevailing market prices or privately negotiated accelerated Share repurchase (or similar) transactions that are entered into at prevailing market prices and in accordance with customary market terms for transactions of such type to repurchase the Shares, in each case, to the extent that, after giving effect to such transactions, the aggregate number of Shares repurchased during the term of the Transaction pursuant to all transactions described in this proviso would not exceed 15% of the number of Shares outstanding as of the Trade Date, as determined by the Calculation Agent” at the end of such Section.

Amendments to Equity Definitions. (i) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by (x) inserting the words “similar corporate” immediately prior to the word “event”; (y) deleting the words “diluting or concentrative” and replacing them with the word “material”; and (z) adding the phrase “or the Options” at the end of the sentence. (ii) Section 12.9(b)(i) of the Equity Definitions is hereby amended by replacing “either party may elect” with “Dealer may elect or, if Counterparty represents that it and its officers and directors are not aware of any material nonpublic information with respect to Counterparty or the Shares, Counterparty may elect,”. (iii) Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “15%”. (iv) Section 11.2(e)(v) of the Equity Definitions is hereby amended by adding the phrase “, provided that, notwithstanding this Section 11.2(e)(v11.2(e), the parties hereto agree that, with respect to the any Transaction, the following repurchases of Shares by the Issuer or any of its subsidiaries shall not be considered Potential Adjustment EventsEvents (1) any reacquisition of Shares pursuant to Counterparty’s employee incentive plans in connection with the related equity transactions, or Counterparty’s withholding of Shares to cover tax liabilities associated with such equity transactions, and (2) to the extent the aggregate amount of such repurchases effected during the term of such Transaction does not exceed USD 200 million: (x) in any calendar year, repurchases of Shares in open-market transactions at prevailing market prices or privately negotiated accelerated Share repurchase (or similar) transactions that are entered into at prevailing market prices and in accordance with customary market terms for transactions of such type to repurchase the Sharesdo not, in each casethe aggregate, to exceed USD 60 million in such calendar year, and (y) in any calendar quarter, privately negotiated accelerated Share repurchase (or similar) transactions that do not, in the extent thataggregate, after giving effect to exceed USD 20 million in such transactions, the aggregate number of Shares repurchased during the term of the Transaction pursuant to all transactions described in this proviso would not exceed 15% of the number of Shares outstanding as of the Trade Date, as determined by the Calculation Agentcalendar quarter” at the end of such Section. (ii) Section 11.2(e)(vii) of the Equity Definitions is hereby replaced in its entirety with the words “any other corporate event involving the Issuer that has a material economic effect on the Shares or Options.” (iii) Section 12.9(b)(i) of the Equity Definitions is hereby amended by (1) replacing “such an event” in the second line thereof with “(x) an Insolvency Filing or (y) a Change in Law”, (2) inserting the words “(as applicable)” immediately following the words “notice to the other party” in the fourth line thereof and (3) inserting immediately prior to the period at the end thereof with the words “; provided that Counterparty may only elect to terminate the Transaction upon the occurrence of a Change in Law if concurrently with electing to terminate the Transaction Counterparty represents and warrants to Dealer that it is not in possession of any material non-public information with respect to Counterparty or the Shares”. (iv) Section 12.9(b)(vi) of the Equity Definitions is hereby amended by adding the phrase “, provided that in connection with any election by the Non-Hedging Party to terminate the Transaction, it acknowledges to Dealer, as of the date of such election, its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder” at the end of subsection (C).

Amendments to Equity Definitions. (i) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by (x) inserting the words “similar corporate” immediately prior to the word “event”; (y) deleting the words “that may have a diluting or concentrativeconcentrative effect on the theoretical value of the relevant Shares” and replacing them with the word words “material”; and (z) adding that is the phrase “result of a corporate event involving the Issuer or its securities that has, in the commercially reasonable judgment of the Calculation Agent, a material economic effect on the Shares or the Options; provided that such event is not based on (a) an observable market, other than the market for the Shares or (b) an observable index, other than an index calculated or measured solely by reference to the Issuer’s own operations.” (ii) Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) inserting “(1)” immediately following the word “means” in the first line thereof and (2) inserting immediately prior to the semi-colon at the end of subsection (B) thereof the sentencefollowing words: “or (2) the occurrence of any of the events specified in Section 5(a)(vii)(1) through (9) of the ISDA Master Agreement with respect to that Issuer; provided that the period for dismissal, discharge, stay or restraint therein shall be increased from within 15 days to within 30 days.” (iiiii) Section 12.9(b)(i) of the Equity Definitions is hereby amended by (1) replacing “either party may elect” with “Dealer may elect or, if Counterparty represents that it elect” and its officers and directors are not aware of any material nonpublic information with respect to Counterparty or the Shares, Counterparty may elect,”. (iii2) Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%notice to the other party” with “15%”notice to Counterparty” in the first sentence of such section. (iv) The parties hereto agree and acknowledge than any transaction or event that would have been (x) a Transformative Transaction if the Transformative Transaction Percentage were less than 35% or (y) a Tender Offer if the Tender Offer Percentage were less than 25%, as the case may be, shall not constitute a Potential Adjustment Event (as such term is defined in the Equity Definitions) as set forth in Section 11.2(e)(v11.2(e)(vii) of the Equity Definitions is hereby amended by adding the phrase “, provided that, notwithstanding this Section 11.2(e)(v), the Definitions. (v) The parties hereto agree that, with respect to the Transaction, the following repurchases of Shares by the Issuer or and acknowledge than any of its subsidiaries Exempted Repurchase shall not be considered constitute a Potential Adjustment Events: Event or Tender Offer (as each such term is defined in the Equity Definitions). “Exempted Repurchase” means any repurchases of Shares in open-(1) open market transactions Share repurchase at prevailing market prices or privately negotiated accelerated (including, without limitation, any discount to average VWAP prices), (2) Share repurchase (through a dealer pursuant to accelerated share repurchases, forward contracts or similar) similar transactions that are is entered into at prevailing market prices (including, without limitation, any discount to average VWAP prices) and in accordance with customary market terms for transactions of such type to repurchase the Shares, (3) any reacquisition of Shares pursuant to Counterparty’s employee incentive plans in each case, to connection with the extent that, after giving effect to such related equity transactions, the aggregate number or Counterparty’s withholding of Shares repurchased during to cover tax liabilities associated with such equity transactions, so long as, in the term case of the Transaction pursuant to all transactions described in this proviso each of clause (1) and clause (2), such repurchase or transaction would not exceed 15% of reduce the number of total Shares outstanding as of the Trade Dateto be less than [___]50 Shares, as determined by Calculation Agent and as adjusted by the Calculation Agent” at Agent to account for any event described in Section 11.2(e)(i), Section 11.2(e)(ii)(A) or Section 11.2(E)(ii)(B) of the end of such SectionEquity Definitions.

Amendments to Equity Definitions. (i) Section 11.2(e)(vii) Solely in respect of the Equity Definitions is hereby amended by (x) inserting the words “similar corporate” immediately prior adjustments to the word “event”; (y) deleting the words “diluting or concentrative” and replacing them with the word “material”; and (z) adding the phrase “or the Options” at the end of the sentence.Cap Price pursuant to Section 8(v): (ii) Section 12.9(b)(i) of the Equity Definitions is hereby amended by replacing “either party may elect” with “Dealer may elect or, if Counterparty represents that it and its officers and directors are not aware of any material nonpublic information with respect to Counterparty or the Shares, Counterparty may elect,”. (iii) Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “15%”. (iv1) Section 11.2(e)(v) of the Equity Definitions is hereby amended by adding the phrase “, provided that, notwithstanding this Section 11.2(e)(v), the parties hereto agree that, with respect to the Transaction, the following repurchases of Shares by the Issuer or any of its subsidiaries shall not be considered Potential Adjustment Events: any repurchases of Shares in open-market transactions at prevailing market prices or privately negotiated accelerated Share repurchase (or similar) transactions that are entered into at prevailing market prices and in accordance with customary market terms for transactions of such type to repurchase the Shares, in each case, to the extent that, after giving effect to such transactions, the aggregate number of Shares repurchased during the term of the Transaction pursuant to all transactions described in this proviso would not exceed 1520% of the number of Shares outstanding as of the Trade Date, as determined by the Calculation Agent” at the end of such Section. (2) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting the words “that may have a diluting or concentrative effect on the theoretical value of the relevant Shares” and replacing them with the words “that is the result of a corporate event involving the Issuer or its securities that has, in the commercially reasonable judgment of the Calculation Agent, a material economic effect on the Shares or options on the Shares; provided that such event is not based on (a) an observable market, other than the market for the Counterparty’s own stock or (b) an observable index, other than an index calculated and measured solely by reference to Counterparty’s own operations.” (3) Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%”. 26 To be updated for particular dealer entity. (ii) Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) inserting “(1)” immediately following the word “means” in the first line thereof and (2) inserting immediately prior to the semi-colon at the end of subsection (B) thereof the following words: “or (2) the occurrence of any of the events specified in Section 5(a)(vii)(1) through (9) of the ISDA Master Agreement with respect to that Issuer”. (iii) Section 12.9(b)(i) of the Equity Definitions is hereby amended by replacing “either party may elect” with “Dealer may elect or, if Counterparty represents to Dealer in writing at the time of such election that (i) it is not aware of any material nonpublic information with respect to Counterparty or the Shares and (ii) it is not making such election as part of a plan or scheme to evade compliance with the U.S. federal securities laws, Counterparty may elect.” (iv) Section 12(a) of the Agreement is hereby amended by (1) deleting the phrase “or email” in the third line thereof and (2) deleting the phrase “or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day” in the final clause thereof.

Amendments to Equity Definitions. (i) Section 11.2(e)(v) of the Equity Definitions is hereby amended by adding at the end thereof the phrase “; provided that the parties agree that open market Share repurchases at prevailing market price and Share repurchases through a dealer pursuant to accelerated share repurchases, forward contracts or similar transactions that are entered into at prevailing market prices (including, without limitation, any discount to average volume-weighted average prices) and in accordance with customary market terms for transactions of such type to repurchase the Shares shall not be considered Potential Adjustment Events, so long as after giving effect to such transactions, the aggregate number of Shares so repurchased does not exceed 15% of the number of Shares outstanding as of the Trade Date, as determined by the Calculation Agent and as adjusted by the Calculation Agent to account for any subdivision or combination with respect to the Shares.” (ii) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by (x) inserting the words “similar corporate” immediately prior to the word “event”; (y) deleting the words “that may have a diluting or concentrativeconcentrative effect on the theoretical value of the relevant Shares” and replacing them with the word words “material”; and (z) adding that is the phrase “result of a corporate event involving the Issuer or its securities that has, in the commercially reasonable judgment of the Calculation Agent, a material economic effect on the Shares or the Options” at the end of the sentence. (ii) Section 12.9(b)(i) of the Equity Definitions is hereby amended by replacing “either party may elect” with “Dealer may elect or, if Counterparty represents that it and its officers and directors are not aware of any material nonpublic information with respect to Counterparty or the Shares, Counterparty may elect,”. (iii) Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “1520%”. (iv) Section 11.2(e)(v12.9(b)(i) of the Equity Definitions is hereby amended by adding the phrase (1) replacing “, provided that, notwithstanding this Section 11.2(e)(v), the parties hereto agree that, either party may elect” with respect “Dealer may elect” and (2) replacing “notice to the Transaction, other party” with “notice to Counterparty” in the following repurchases of Shares by the Issuer or any of its subsidiaries shall not be considered Potential Adjustment Events: any repurchases of Shares in open-market transactions at prevailing market prices or privately negotiated accelerated Share repurchase (or similar) transactions that are entered into at prevailing market prices and in accordance with customary market terms for transactions first sentence of such type to repurchase the Shares, in each case, to the extent that, after giving effect to such transactions, the aggregate number of Shares repurchased during the term of the Transaction pursuant to all transactions described in this proviso would not exceed 15% of the number of Shares outstanding as of the Trade Date, as determined by the Calculation Agent” at the end of such Sectionsection.

Amendments to Equity Definitions. (i) Section 11.2(e)(v) of the Equity Definitions is hereby amended by adding the phrase “; provided that, notwithstanding this Section 11.2(e)(v), the parties hereto agree that, with respect to the Transaction, the following repurchases of Shares by the Issuer shall not be considered Potential Adjustment Events: any (1) open market Share repurchase at prevailing market prices, (2) Share repurchase through a dealer pursuant to accelerated share repurchases, forward contracts or similar transactions that is entered into at prevailing market prices and in accordance with customary market terms for transactions of such type to repurchase the Shares (including, without limitation, any discount to average VWAP prices), (3) any reacquisition of Shares pursuant to Counterparty’s employee incentive plans in connection with the related equity transactions, or Counterparty’s withholding of Shares to cover tax liabilities associated with such equity transactions, so long as, in the case of each of clause (1) and clause (2), such repurchase or transaction would not exceed 20% of the number of Shares outstanding as of the Trade Date, as determined by the Calculation Agent” at the end of such Section. 14 Insert for Additional Call Option Confirmation. (ii) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by (x) inserting the words “similar corporate” immediately prior to the word “event”; (y) deleting the words “a diluting or concentrative” and replacing them with the word words “a material”; ” and (z) adding the phrase “or the Options, as a result of a corporate event involving the Issuer” at the end of the sentence. (iiiii) Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%” in the third line thereof and by replacing all references to “voting shares” therein with “Shares”. (iv) Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) inserting “(1)” immediately following the word “means” in the first line thereof and (2) inserting immediately prior to the semi-colon at the end of subsection (B) thereof the following words: “or (2) the occurrence of any of the events specified in Section 5(a)(vii)(1) through (9) of the ISDA Master Agreement with respect to that Issuer”. (v) Section 12.9(b)(i) of the Equity Definitions is hereby amended by replacing “either party may elect” with “Dealer may elect or, if Counterparty represents to Dealer in writing at the time of such election that (i) it and its officers and directors are is not aware of any material nonpublic information with respect to Counterparty or the SharesShares and (ii) it is not making such election as part of a plan or scheme to evade compliance with the U.S. federal securities laws, Counterparty may elect,.”. (iiivi) Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “15%”. (iv) Section 11.2(e)(v12.9(b)(vi) of the Equity Definitions is hereby amended by adding the phrase “, provided that, notwithstanding this Section 11.2(e)(v), that in connection with any election by the parties hereto agree that, with respect Non-Hedging Party to terminate the Transaction, the following repurchases of Shares by the Issuer or any of its subsidiaries shall not be considered Potential Adjustment Events: any repurchases of Shares in open-market transactions at prevailing market prices or privately negotiated accelerated Share repurchase (or similar) transactions that are entered into at prevailing market prices and in accordance with customary market terms for transactions of such type it acknowledges to repurchase the SharesDealer, in each case, to the extent that, after giving effect to such transactions, the aggregate number of Shares repurchased during the term of the Transaction pursuant to all transactions described in this proviso would not exceed 15% of the number of Shares outstanding as of the Trade Datedate of such election, as determined by its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Calculation AgentExchange Act and the rules and regulations thereunder” at the end of such Sectionsubsection (C).

Amendments to Equity Definitions. (i) Section 11.2(e)(v) of the Equity Definitions is hereby amended by adding at the end thereof the phrase “; provided that the parties agree that open market Share repurchases at prevailing market price and Share repurchases through a dealer pursuant to accelerated share repurchases, forward contracts or similar transactions that are entered into at prevailing market prices (including, without limitation, any discount to average volume-weighted average prices) and in accordance with customary market terms for transactions of such type to repurchase the Shares shall not be considered Potential Adjustment Events, so long as after giving effect to such transactions, the aggregate number of Shares so repurchased does not exceed 15% of the number of Shares outstanding as of the Trade Date, as determined by the Calculation Agent and as adjusted by the Calculation Agent to account for any subdivision or combination with respect to the Shares.” 52 Insert for Additional Call Option Confirmation. (ii) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by (x) inserting the words “similar corporate” immediately prior to the word “event”; (y) deleting the words “that may have a diluting or concentrativeconcentrative effect on the theoretical value of the relevant Shares” and replacing them with the word words “material”; and (z) adding that is the phrase “result of a corporate event involving the Issuer or its securities that has, in the commercially reasonable judgment of the Calculation Agent, a material economic effect on the Shares or the Options” at the end of the sentence. (ii) Section 12.9(b)(i) of the Equity Definitions is hereby amended by replacing “either party may elect” with “Dealer may elect or, if Counterparty represents that it and its officers and directors are not aware of any material nonpublic information with respect to Counterparty or the Shares, Counterparty may elect,”. (iii) Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “1520%”. (iv) Section 11.2(e)(v12.9(b)(i) of the Equity Definitions is hereby amended by (1) replacing “either party may elect” with “Dealer may elect” and (2) replacing “notice to the other party” with “notice to Counterparty” in the first sentence of such section. (v) Section 12.9(b)(vi) of the Equity Definitions is hereby amended by (1) adding the phrase word “or” immediately before subsection “(B)”, provided that, notwithstanding this Section 11.2(e)(v), (2) deleting the parties hereto agree that, with respect to the Transaction, the following repurchases of Shares by the Issuer or any of its subsidiaries shall not be considered Potential Adjustment Events: any repurchases of Shares in open-market transactions at prevailing market prices or privately negotiated accelerated Share repurchase (or similar) transactions that are entered into at prevailing market prices and in accordance with customary market terms for transactions of such type to repurchase the Shares, in each case, to the extent that, after giving effect to such transactions, the aggregate number of Shares repurchased during the term of the Transaction pursuant to all transactions described in this proviso would not exceed 15% of the number of Shares outstanding as of the Trade Date, as determined by the Calculation Agent” comma at the end of subsection (A), (3) deleting subsection (C) in its entirety, (4) deleting the word “or” immediately preceding subsection (C) and (5) replacing the words “either party” in the last sentence of such SectionSection with “Dealer”.

Amendments to Equity Definitions. (i) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by (x) inserting the words “similar corporate” immediately prior to the word “event”; (y) deleting the words “diluting or concentrative” and replacing them with the word “material”; and (z) adding the phrase “or the Options” at the end of the sentence. (ii) Section 12.9(b)(i) of the Equity Definitions is hereby amended by replacing “either party may elect” with “Dealer may elect or, if Counterparty represents that it and its officers and directors are not aware of any material nonpublic information with respect to Counterparty or the Shares, Counterparty may elect,”. (iii) Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “15%”. (iv) Section 11.2(e)(v) of the Equity Definitions is hereby amended by adding the phrase “, provided that, notwithstanding this Section 11.2(e)(v), the parties hereto agree that, with respect to the Transaction, the following repurchases of Shares by the Issuer or any of its subsidiaries shall not be considered Potential Adjustment Events: any repurchases of Shares in open-market transactions at prevailing market prices or privately negotiated accelerated Share repurchase (or similar) transactions that are entered into at prevailing market prices and in accordance with customary market terms for transactions of such type to repurchase the Shares, in each case, to the extent that, after giving effect to such transactions, the aggregate number of Shares repurchased during the term of the Transaction pursuant to all transactions described in this proviso would not exceed 1520% of the number of Shares outstanding as of the Trade Date, as determined by the Calculation Agent” at the end of such Section. (ii) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting the words “that may have a diluting or concentrative effect on the theoretical value of the relevant Shares” and replacing them with the words “that is the result of a corporate event involving the Issuer or its securities that has, in the commercially reasonable judgment of the Calculation Agent, a material economic effect on the Shares or options on the Shares; provided that such event is not based on (a) an observable market, other than the market for the Counterparty’s own stock or (b) an observable index, other than an index calculated and measured solely by reference to Counterparty’s own operations.” (iii) Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%”. (iv) Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) deleting from the fourth line thereof the word “or” after the word “official” and inserting a comma therefor, and (2) deleting the semi-colon at the end of subsection (B) thereof and inserting the following words therefor “or (C) at Dealer’s option, the occurrence of any of the events specified in Section 5(a)(vii) (1) through (9) of the ISDA Master Agreement with respect to that Issuer.” (v) Section 12.9(b)(i) of the Equity Definitions is hereby amended by (1) replacing “either party may elect” with “Dealer may elect” and (2) replacing “notice to the other party” with “notice to Counterparty” in the first sentence of such section. 43 Include cross-reference to the Indenture section containing events of default. (vi) Section 12.9(b)(vi) of the Equity Definitions is hereby amended by (1) replacing the comma immediately following clause (A) thereof with the word “or”, (2) deleting clause (C) thereof in its entirety and (3) replacing the words “either party” in the last sentence thereof with the words “the Hedging Party”.

Amendments to Equity Definitions. (i) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by (x) inserting the words “similar corporate” immediately prior to the word “event”; (y) deleting the words “diluting or concentrative” and replacing them with the word “material”; and (z) adding the phrase “or the Options” at the end of the sentence. (ii) Section 12.9(b)(i) of the Equity Definitions is hereby amended by replacing “either party may elect” with “Dealer may elect or, if Counterparty represents that it and its officers and directors are not aware of any material nonpublic information with respect to Counterparty or the Shares, Counterparty may elect,”. (iii) Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “15%”. (iv) Section 11.2(e)(v) of the Equity Definitions is hereby amended by adding the phrase “, provided that, notwithstanding this Section 11.2(e)(v), the parties hereto agree that, with respect to the Transaction, the following repurchases of Shares by the Issuer or any of its subsidiaries shall not be considered Potential Adjustment Events: any repurchases of Shares in open-market transactions at prevailing market prices or privately negotiated 15 Include for Additional Capped Call Transaction. accelerated Share repurchase (or similar) transactions that are entered into at prevailing market prices and in accordance with customary market terms for transactions of such type to repurchase the Shares, in each case, to the extent that, after giving effect to such transactions, the aggregate number of Shares repurchased during the term of the Transaction pursuant to all transactions described in this proviso would not exceed 1520% of the number of Shares outstanding as of the Trade Date, as determined by the Calculation Agent” at the end of such Section. (ii) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting the words “that may have a diluting or concentrative effect on the theoretical value of the relevant Shares” and replacing them with the words “that is the result of a corporate event involving the Issuer or its securities that has, in the commercially reasonable judgment of the Calculation Agent, a material economic effect on the Shares or options on the Shares; provided that such event is not based on (a) an observable market, other than the market for Counterparty’s own stock or (b) an observable index, other than an index calculated and measured solely by reference to Counterparty’s own operations.” (iii) Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%”. (iv) Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) deleting from the fourth line thereof the word “or” after the word “official” and inserting a comma therefor, and (2) deleting the semi-colon at the end of subsection (B) thereof and inserting the following words therefor “or (C) at Dealer’s option, the occurrence of any of the events specified in Section 5(a)(vii) (1) through (9) of the ISDA Master Agreement with respect to that Issuer.” (v) Section 12.9(b)(i) of the Equity Definitions is hereby amended by (1) replacing “either party may elect” with “Dealer may elect” and (2) replacing “notice to the other party” with “notice to Counterparty” in the first sentence of such section. (vi) Section 12.9(b)(vi) of the Equity Definitions is hereby amended by (1) replacing the comma immediately following clause (A) thereof with the word “or”, (2) deleting clause (C) thereof in its entirety and (3) replacing the words “either party” in the last sentence thereof with the words “the Hedging Party”.

Amendments to Equity Definitions. (i) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by (x) inserting the words “similar corporate” immediately prior to the word “event”; (y) deleting the words “diluting or concentrative” and replacing them with the word “material”; and (z) adding the phrase “or the Options” at the end of the sentence. (ii) Section 12.9(b)(i) of the Equity Definitions is hereby amended by replacing “either party may elect” with “Dealer may elect or, if Counterparty represents that it and its officers and directors are not aware of any material nonpublic information with respect to Counterparty or the Shares, Counterparty may elect,”. (iii) Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “15%”. (iv) Section 11.2(e)(v) of the Equity Definitions is hereby amended by adding the phrase “, provided that, notwithstanding this Section 11.2(e)(v), the parties hereto agree that, with respect to the Transaction, the following repurchases of Shares by the Issuer or any of its subsidiaries shall not be considered Potential Adjustment Events: any repurchases of Shares in open-market transactions at prevailing market prices or privately negotiated accelerated Share repurchase (or similar) transactions that are entered into at prevailing market prices and in accordance with customary market terms for transactions of such type to repurchase the Shares, in each case, to the extent that, after giving effect to such transactions, the aggregate number of Shares repurchased during the term of the Transaction pursuant to all transactions described in this proviso would not exceed 1520% of the number of Shares outstanding as of the Trade Date, as determined by the Calculation Agent” at the end of such Section. (ii) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting the words “that may have a diluting or concentrative effect on the theoretical value of the relevant Shares” and replacing them with the words “that is the result of a corporate event involving the Issuer or its securities that has, in the commercially reasonable judgment of the Calculation Agent, a material economic effect on the Shares or options on the Shares; provided that such event is not based on (a) an observable market, other than the market for the Issuer’s own stock or (b) an observable index, other than an index calculated and measured solely by reference to the Issuer’s own operations.” (iii) Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%”. (iv) Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) deleting from the fourth line thereof the word “or” after the word “official” and inserting a comma therefor, and (2) deleting the semi-colon at the end of subsection (B) thereof and inserting the following words therefor: “or (C) at Dealer’s option, the occurrence of any of the events specified in Section 5(a)(vii) (1) through (9) of the ISDA Master Agreement with respect to that Issuer;”. (v) Section 12.9(b)(i) of the Equity Definitions is hereby amended by (1) replacing “either party may elect” with “Dealer may elect” and (2) replacing “notice to the other party” with “notice to Counterparty” in the first sentence of such section.