Common use of Merger Events Clause in Contracts

Merger Events. In respect of each Merger Event, UBS and the Issuer or the person formed by such consolidation or resulting from such merger or which acquired such assets or which acquires the Issuer’s Common Stock, as the case may be, shall negotiate in good faith to amend this Agreement to give appropriate effect to such transaction. In the event that the parties are unable to reach an agreement ten (10) Trading Days prior to the effective date of such transaction (the “Termination Date”), (i) the Execution Period shall terminate on the Termination Date, (ii) the Principal Account shall be reduced on such date by an amount equal to the product of (x) an amount equal to the cash and fair market value (as determined by the Issuer’s Board of Directors whose good faith determination shall be conclusive and binding) of the securities and/or property payable or distributable upon such transaction in respect of one share of Common Stock and (y) the number of Borrowed Shares as of such date, and (iii) the Settlement Amount shall be further adjusted by the Calculation Agent by the amount that the Calculation Agent reasonably determines in good faith to be UBS’s total losses and costs in connection with the early termination of this Agreement, including any loss of bargain, cost of funding, or loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position. If payment is required of Issuer in connection with a Merger Event, the Issuer shall have the right, in its sole discretion, to elect (the “Extraordinary Transaction Election”) to satisfy any such payment obligation by Net Share Settlement of this Transaction PROVIDED THAT, in connection with a “Share-for-Combined” Merger Event or “Share-for-Other” Merger Event, the Extraordinary Transaction Election is available to satisfy only the percentage of such payment obligation equal to the percentage of the non-cash consideration over the total Combined Consideration (in the case of a “Share-for-Combined” Merger Event) or total Other Consideration (in the case of a “Share-for-Other” Merger Event). The remaining percentage of such payment obligation must be satisfied in cash. The Issuer shall make any election to settle the Transaction by way of Net Share Settlement within two Trading Days of the Announcement Date but in any event not less than twenty Trading Days prior to the effective date of such merger.

Merger Events. In respect of each Merger Event, UBS and the Issuer or the person formed by such consolidation or resulting from such merger or which acquired such assets or which acquires the Issuer’s Common Stock, as the case may be, shall negotiate in good faith to amend this Agreement to give appropriate effect to such transaction. In the event that the parties are unable to reach an agreement ten (10a) Trading Days prior to the effective date of such transaction (the “Termination Date”), (i) the Execution Period shall terminate on the Termination Date, (ii) the Principal Account shall be reduced on such date by an amount equal to the product of (x) an amount equal to the cash and fair market value (as determined by the Issuer’s Board of Directors whose good faith determination shall be conclusive and binding) of the securities and/or property payable or distributable upon such transaction in respect of one share of Common Stock and (y) the number of Borrowed Shares as of such date, and (iii) the Settlement Amount shall be further adjusted by the Calculation Agent by the amount that the Calculation Agent reasonably determines in good faith to be UBS’s total losses and costs in connection with the early termination of this Agreement, including any loss of bargain, cost of funding, or loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position. If payment is required of Issuer in connection with a Merger Event, the Issuer Buyer shall have the right, in its sole discretion, to elect (upon becoming aware of the “Extraordinary Transaction Election”) to satisfy occurrence of any such payment obligation by Net Share Settlement of this Transaction PROVIDED THAT, in connection with a “Share-for-Combined” Share Merger Event or “with respect to any Company that is the issuer of the Common Stock that is the subject of any Transaction hereunder, to notify Seller that the number of New Shares to which a holder of shares of such Common Stock equal to each Base Amount with respect to such Transaction would be entitled upon consummation of the Share-for-OtherShare Merger Event will be deemed the “Base Amount” Merger Eventfor the applicable Maturity Date and the New Shares and their issuer will be deemed the “Common Stock” and the “Company” for such Transaction, respectively, and that the Calculation Agent will make corresponding adjustments, if any, to any one or more of any Base Amount, any Settlement Ratio, the Extraordinary Threshold Appreciation Price, the Downside Protection Threshold Price, any Closing Price and any other variable relevant to the exercise, settlement or payment terms of each such Transaction Election is available contemplated hereby. Notwithstanding the above, the Calculation Agent will determine if any such Merger Event adjustment affects the theoretical value of any such Transaction, and if so, may in its sole discretion make an adjustment to satisfy only any one or more of any Base Amount, any Settlement Ratio, the percentage Threshold Appreciation Price, the Downside Protection Threshold Price, any Closing Price and any other variable relevant to the exercise, settlement or payment terms of such payment obligation equal Transaction to reflect the percentage characteristics (including, without limitation, the volatility, dividend practice and policy and liquidity) of the non-cash consideration over New Shares. Any adjustment made pursuant to this paragraph will be effective as of the total Combined Consideration date determined by the Calculation Agent. (in b) Buyer shall have the case right, upon becoming aware of the occurrence of any Merger Event with respect to any Company that is the issuer of the Common Stock that is the subject of any Transaction hereunder that is not a “Share-for-Combined” Share Merger Event) or total Other Consideration (in the case of a “Share-for-Other” Merger Event). The remaining percentage , to notify Seller of such payment obligation must be satisfied in cash. The Issuer event and terminate each such Transaction and the related Transaction Confirmation, following which Seller shall make any election a payment to settle the Transaction by way of Net Share Settlement within two Trading Days of the Announcement Date but Buyer as provided in any event not less than twenty Trading Days prior to the effective date of such mergerSection 7.04.

Merger Events. In respect (a) If a Share-for-Share-Merger Event or a Share-for-Combined Merger Event shall occur, then, (i) effective as of each the Merger Date for such Merger Event, UBS with respect to each Tranche, (A) the number of New Shares to which a holder of a number of shares of Common Stock equal to the Base Amount for such Tranche would be entitled upon consummation of such Merger Event will be deemed the "Base Amount" for such Tranche, (B) the New Shares and their issuer will be deemed the "Common Stock" and the Issuer or "Issuer", respectively, and (C) the person formed by Calculation Agent will make appropriate adjustments, if any, on account of such consolidation or resulting Merger Event (including, without limitation, adjustments on account of changes in volatility of the Common Stock during the period from the date of the first public announcement of such merger or which acquired such assets or which acquires the Issuer’s Common Stock, as the case may be, shall negotiate in good faith to amend this Agreement to give appropriate effect to such transaction. In the event that the parties are unable to reach an agreement ten (10) Trading Days prior Merger Event to the effective date Merger Date based on models that are customary for leading equity derivatives dealers) to any one or more of the Base Amount for each Tranche, the Settlement Ratio for each Tranche, the Upside Limit for each Tranche, the Hedged Value for each Tranche, any Closing Price and any other variable relevant to the exercise, settlement or payment terms of each Tranche; and (ii) if the consideration received by holders of Common Stock includes Other Consideration, Seller shall make a cash payment, by wire transfer of immediately available funds to an account designated by Buyer, to Buyer on the Merger Date for such transaction Merger Event in an amount equal to the Acceleration Value for such Tranche (the “Termination Date”calculated, for purposes of this Section 6.02(a)(ii), (iA) as if (1) the Execution Period shall terminate on Termination Date for such Tranche were the Termination Date, Acceleration Date for such Tranche and (ii2) the Principal Account shall be reduced on Base Amount for such date by an amount Tranche were equal to the product of (x) an amount equal the Base Amount immediately prior to the cash and fair market value (as determined by the Issuer’s Board consummation of Directors whose good faith determination shall be conclusive and binding) of the securities and/or property payable or distributable upon such transaction in respect of one share of Common Stock Merger Event and (y) the number percentage of Borrowed Shares the value of the consideration received by holders of Common Stock represented by the Other Consideration, as of such datedetermined by the Calculation Agent, and (iiiB) on the Settlement Amount shall be further adjusted by basis of, in addition to the Calculation Agent by factors indicated in Section 7.01, a value ascribed to the amount that Common Stock equal to the Calculation Agent reasonably determines Other Consideration, if any, paid in good faith to be UBS’s total losses and costs in connection with respect of the early termination Common Stock at the time of this Agreement, including any loss of bargain, cost of funding, or loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position. such Merger Event). (b) If payment is required of Issuer in connection with a Merger Event (other than a Share-for-Share Merger Event or a Share-for-Combined Merger Event) shall occur, the Issuer Buyer shall have the right, in its sole discretion, to elect (upon becoming aware of the “Extraordinary Transaction Election”) to satisfy any occurrence of such payment obligation by Net Share Settlement of this Transaction PROVIDED THAT, in connection with a “Share-for-Combined” Merger Event or “Share-for-Other” Merger Event, the Extraordinary Transaction Election is available to satisfy only the percentage notify Seller of such payment obligation equal to the percentage of the non-cash consideration over the total Combined Consideration (in the case of a “Share-for-Combined” Merger Event) or total Other Consideration (in the case of a “Share-for-Other” Merger Event). The event and terminate each remaining percentage of such payment obligation must be satisfied in cash. The Issuer Tranche, following which Seller shall make any election payment to settle the Transaction by way of Net Share Settlement within two Trading Days of the Announcement Date but Buyer as provided in any event not less than twenty Trading Days prior to the effective date of such mergerSection 6.04.

Merger Events. In respect of each Merger Event, UBS and the Issuer or the person formed by such consolidation or resulting from such merger or which acquired such assets or which acquires the Issuer’s Common Stock, as the case may be, shall negotiate in good faith to amend this Agreement to give appropriate effect to such transaction. [In the event that the parties are unable to reach an agreement ten (10) Trading Days prior to the effective date of such transaction (the “Merger Event Termination Date”), (i) the Execution Period shall terminate on the Merger Event Termination Date, (ii) the Principal Account shall be reduced on such date by an amount equal to the product of (x) an amount equal to the cash and fair market value (as determined by the Issuer’s Board of Directors whose good faith determination shall be conclusive and binding) of the securities and/or property payable or distributable upon such transaction in respect of one share of Common Stock and (y) the number of Borrowed Shares as of such date, and (iii) the Settlement Amount shall be further adjusted by the Calculation Agent by the amount that the Calculation Agent reasonably determines in good faith to be UBS’s total losses and costs in connection with the early termination of this Agreement, including any loss of bargainoption value, cost of funding, or loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position. If payment is required of Issuer in connection with a Merger Event, the Issuer shall have the right, in its sole discretion, to elect (the “Extraordinary Transaction Election”) to satisfy any such payment obligation by Net Share Settlement of this Transaction PROVIDED THAT, in connection with a “Share-for-Combined” Merger Event or “Share-for-Other” Merger Event, the Extraordinary Transaction Election is available to satisfy only the percentage of such payment obligation equal to the percentage of the non-cash consideration over the total Combined Consideration (in the case of a “Share-for-Combined” Merger Event) or total Other Consideration (in the case of a “Share-for-Other” Merger Event). The remaining percentage of such payment obligation must be satisfied in cash. The Issuer shall make any election to settle the Transaction by way of Net Share Settlement within two Trading Days of the Announcement Date but in any event not less than twenty Trading Days prior to the effective date of such merger.

Merger Events. In respect of each Merger Event, UBS and the Issuer or the person formed by such consolidation or resulting from such merger or which acquired such assets or which acquires the Issuer’s 's Common Stock, as the case may be, shall negotiate in good faith to amend this Agreement to give appropriate effect to such transaction. In the event that the parties are unable to reach an agreement ten (10) Trading Days prior to the effective date of such transaction (the “Termination Date”), (i) the Execution Period shall terminate on the Termination Date, (ii) the “Number of Shares” with respect to any Tranche for which a Last Averaging Date has not yet been determined shall be deemed to be “Adjusted Number of Shares” for purposes of Section 3(a)(i), (iii) the “Last Averaging Date” with respect to any Tranche for which a Last Averaging Date has not yet been determined shall be deemed to be the Termination Date for purposes of Section 3(a)(i), (iv) the Principal Account as calculated in Section 3(a)(i) shall be further reduced on such date by an amount equal to the product of (x) an amount equal to the cash and fair market value (as determined by the Issuer’s 's Board of Directors whose good faith determination shall be conclusive and binding) of the securities and/or property payable or distributable upon such transaction in respect of one share of Common Stock and (y) the number of Borrowed Shares Assumed Short Position as of such date, and (iiiv) the Settlement Amount shall may be further adjusted by the Calculation Agent by the amount that the Calculation Agent reasonably determines in good faith to be UBS’s total losses and costs in connection with the early termination of this AgreementAgreement resulting solely from changes in the volatility of the Shares and to recover the Merger Consideration. “Merger Consideration” means the product of (i) an amount equal to the fair market value (as determined by the Issuer's Board of Directors whose good faith determination shall be conclusive and binding) of the securities and/or property payable or distributable upon such transaction in respect of one share of Common Stock on the closing date of the Merger Event, including any loss of bargain, cost of funding, or loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading positionand (ii) the Assumed Short Position. If payment is required of Issuer in connection with a Merger Event, the Issuer shall have the right, in its sole discretion, to elect (the “Extraordinary Transaction Election”) to satisfy any such payment obligation by Net Share Settlement of this Transaction PROVIDED THAT, in connection with a “Share-for-Combined” Merger Event or “Share-for-Other” Merger Event, the Extraordinary Transaction Election is available to satisfy only the percentage of such payment obligation equal to the percentage of the non-cash consideration over the total Combined Consideration (in the case of a “Share-for-Combined” Merger Event) or total Other Consideration (in the case of a “Share-for-Other” Merger Event). The remaining percentage of such payment obligation must be satisfied in cash. The Issuer shall make any election to settle the Transaction by way of Net Share Settlement within two Trading Days of the Announcement Date but in any event not less than twenty Trading Days prior to the effective date of such merger.

Merger Events. In respect of each Merger Event, UBS and the Issuer or the person formed by such consolidation or resulting from such merger or which acquired such assets or which acquires the Issuer’s 's Common Stock, as the case may be, shall negotiate in good faith to amend this Agreement to give appropriate effect to such transaction. In the event that the parties are unable to reach an agreement ten (10) Trading Days prior to the effective date of such transaction (the “Termination Date”), (i) the Execution Period shall terminate on the Termination Date, (ii) the Principal Account shall be reduced on such date by an amount equal to the product of (x) an amount equal to the cash and fair market value (as determined by the Issuer’s 's Board of Directors whose good faith determination shall be conclusive and binding) of the securities and/or property payable or distributable upon such transaction in respect of one share of Common Stock and (y) the number of Borrowed Shares as of such date, and (iii) the Settlement Amount shall be further adjusted by the Calculation Agent by the amount that the Calculation Agent reasonably determines in good faith to be UBS’s total losses and costs in connection with the early termination of this Agreement, including Agreement resulting from any loss of bargain, cost of funding, or loss or cost option value incurred as a result of its terminating, liquidating, obtaining changes in the volatility of the Shares and to recover all UBS Termination Costs. UBS Termination Cost means the amount equal to the total purchase price paid by UBS for the Shares of Common Stock purchased by UBS to terminate or reestablishing liquidate any hedge long or related short trading positionposition in the Shares. If payment is required of Issuer in connection with a Merger Event, the Issuer shall have the right, in its sole discretion, to elect (the “Extraordinary Transaction Election”) to satisfy any such payment obligation by Net Share Settlement of this Transaction PROVIDED THAT, in connection with a “Share-for-Combined” Merger Event or “Share-for-Other” Merger Event, the Extraordinary Transaction Election is available to satisfy only the percentage of such payment obligation equal to the percentage of the non-cash consideration over the total Combined Consideration (in the case of a “Share-for-Combined” Merger Event) or total Other Consideration (in the case of a “Share-for-Other” Merger Event). The remaining percentage of such payment obligation must be satisfied in cash. The Issuer shall make any election to settle the Transaction by way of Net Share Settlement within two Trading Days of the Announcement Date but in any event not less than twenty Trading Days prior to the effective date of such merger.

Merger Events. In respect of each Merger Event, UBS and the Issuer or the person formed by such consolidation or resulting from such merger or which acquired such assets or which acquires the Issuer’s 's Common Stock, as the case may be, shall negotiate in good faith to amend this Agreement to give appropriate effect to such transaction. In the event that the parties are unable to reach an agreement ten (10) Trading Days prior to the effective date of such transaction (the “Termination Date”), (i) the Execution Period shall terminate on the Termination Date, (ii) the Principal Account shall be reduced on such date by an amount equal to the product of (x) an amount equal to the cash and fair market value (as determined by the Issuer’s Is ▇▇▇▇'▇ Board of Directors whose good faith determination shall be conclusive and binding) of the securities and/or property payable or distributable upon such transaction in respect of one share of Common Stock and (y) the number of Borrowed Shares as of such date, and (iii) the Settlement Amount shall be further adjusted by the Calculation Agent by the amount that the Calculation Agent reasonably determines in good faith to be UBS’s total losses and costs in connection with the early termination of this Agreement, including any loss of bargainoption value, cost of funding, or loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading positionposition contemplated by this Agreement. The Calculation Agent shall respond promptly to all questions raised by the Is ▇▇▇▇ relating to such calculations. If the Is ▇▇▇▇ objects to the adjustments, the Is ▇▇▇▇ shall promptly notify the Calculation Agent and UBS, and the Issuer and the UBS agree to use their good faith best efforts to reach an agreement as to such Settlement Amount. In the further event that the Issuer and UBS are not able to reach an agreement, the Is ▇▇▇▇ and UBS shall appoint a third party with sufficient expertise to determine the calculation of adjustment and such calculations shall be performed in good faith and in a commercially reasonable manner and shall be binding on all parties. The fees and expenses of such expert shall be shared equally by the Issuer and UBS. If payment is required of by Issuer or by UBS to the Issuer in connection with a Merger Event, the Issuer shall have the right, in its sole discretion, to elect (the “Extraordinary Transaction Election”) to satisfy satisfy, or have UBS satisfy, any such payment obligation by Net Share Settlement of this Transaction PROVIDED THAT, in connection with a “Share-for-Combined” Merger Event or “Share-for-Other” Merger Event, the Extraordinary Transaction Election is available to satisfy only the percentage of such payment obligation equal to the percentage of the non-cash consideration over the total Combined Consideration (in the case of a “Share-for-Combined” Merger Event) or total Other Consideration (in the case of a “Share-for-Other” Merger Event). The remaining percentage of such payment obligation must be satisfied in cashthe same form of consideration that the holders of Common Stock are receiving in such Merger Event. The Issuer Is ▇▇▇▇ shall make any election to settle the Transaction by way of Net Share Settlement within two Trading Days of the Announcement Date but in any event not less than twenty Trading Days prior to the effective date of such merger.