Common use of Optional Early Termination Clause in Contracts

Optional Early Termination. From time to time and on any date following the Trade Date (any such date, an “OET Date”) and subject to the terms and conditions below, a Seller may, in its absolute discretion, terminate the Transaction in whole or in part by providing written notice to Counterparty (the “OET Notice”), by the later of (a) the fifth Local Business Day following the OET Date and (b) no later than the next Payment Date following the OET Date, (which shall specify the quantity by which the Number of Shares shall be reduced (such quantity, the “Terminated Shares”)); provided that “Terminated Shares” includes only such quantity of Shares by which the Number of Shares is to be reduced and included in an OET Notice, whether or not sold, which Shares will not be included in any OET Notice or included in the definition, or when calculating the number, of Terminated Shares. The effect of an OET Notice shall be to reduce the Number of Shares by the number of Terminated Shares specified in such OET Notice with effect as of the related OET Date. As of each OET Date, Counterparty shall be entitled to an amount from such Seller, and such Seller shall pay to Counterparty an amount, equal to the product of (x) the number of Terminated Shares and (y) the Reset Price in respect of such OET Date (an “Early Termination Obligation”); provided, that, such Seller shall pay the Early Termination Obligation to the accounts and in the amounts as directed by Counterparty. The remainder of the Transaction, if any, shall continue in accordance with its terms. The Early Termination Obligation shall be payable by such Seller on the first Local Business Day following the date of delivery by such Seller of the OET Notice. For the avoidance of doubt, no other amounts as may be set forth in Sections 16.1 and 18.1 of the Swap Definitions shall be due to Counterparty upon an Optional Early Termination.

Optional Early Termination. From time to time and on any date following Either Party A or Party B (the Trade Date (any such date, an “OET Date”"Terminating Party") and subject to the terms and conditions below, a Seller may, in its absolute discretionwith the written consent of the other party, terminate the this Transaction in whole or partially in part such portion thereof as mutually agreed, before the final Valuation Date on a Break Date (which dates are set out below) by providing giving notice (which will be written notice notice) to Counterparty the other party (the “OET Notice”), by "Non Terminating Party") not less than five Exchange Business Days before the later of relevant Break Date. Such notice shall specify: (ai) that this Transaction is to be wholly or partially terminated; (ii) the fifth Local Business Day following number of Shares in respect of which this Transaction is to be terminated; (iii) the OET Break Date; and in accordance with the provisions detailed herein, with respect to the number of Shares in relation to which this Transaction is to be terminated, the Calculation Agent will determine the Equity Amount, the Dividend Amount and the Floating Amount which would become payable pursuant to such Optional Early Termination and the relevant Break Date shall be deemed to be a Valuation Date for the purposes of this Transaction. For the purposes of determining the Equity Amount payable pursuant to such Optional Early Termination, the Final Price shall be determined by mutual consent between the parties with respect to the chosen method of selling the Shares in the market. Notwithstanding the foregoing, Party A shall not be required to sell the Shares to determine a price. If, however, the Shares are sold in the market, the price (net of fees and (bexpenses) of the Shares in such sale shall be the Final Price. In the event that mutual consent is not obtained, then no later than Optional Early Termination shall occur. In the next Payment Date following event of partial termination, this Confirmation shall continue to govern the OET Date, (which outstanding Number of Shares and the Calculation Agent shall specify adjust the quantity by which Equity Notional Amount to take the reduction in the Number of Shares shall be reduced (such quantity, the “Terminated Shares”)); provided that “Terminated Shares” includes only such quantity of Shares by which the Number of Shares is to be reduced and included in an OET Notice, whether or not sold, which Shares will not be included in any OET Notice or included in the definition, or when calculating the number, of Terminated Sharesinto account. The effect obligations of an OET Notice shall be the parties to reduce the Number of Shares by make any further payments under this Transaction with respect to the number of Terminated Shares specified in such OET Notice with effect as of the related OET Date. As of each OET Date, Counterparty shall be entitled relation to an amount from such Sellerwhich this Transaction has been terminated (except payments that are due but unpaid, and such Seller shall pay except payments required to Counterparty an amount, equal be made pursuant to this paragraph (h)) on or after the product of (x) the number of Terminated Shares and (y) the Reset Price in respect of such OET Break Date (an “Early Termination Obligation”); provided, that, such Seller shall pay the Early Termination Obligation to the accounts and in the amounts as directed by Counterpartywill terminate. The remainder of the Transaction, if any, shall continue in accordance with its termsBreak Dates are any Exchange Business Day. The Early Termination Obligation shall be Equity Amount payable by pursuant to such Seller on the first Local Business Day following the date of delivery by such Seller of the OET Notice. For the avoidance of doubt, no other amounts as may be set forth in Sections 16.1 and 18.1 of the Swap Definitions shall be due to Counterparty upon an Optional Early Termination, if payable by Party B to Party A, shall not exceed the pro rata portion of the Lower Limit with respect to the portion of shares as to which this Transaction is terminated.

Optional Early Termination. From time to time and on any date Exchange Business Day following the Trade Date date of the closing of the Business Combination (any such date, an “OET Date”) and subject to the terms and conditions below, a Seller may, in its absolute discretion, terminate the Transaction in whole or in part by providing so long as Seller provides written notice to Counterparty (the “OET Notice”), by ) no later than the later of (a) the fifth third Local Business Day following the OET Date and (b) no later than the next first Payment Date following after the OET Date, (which shall specify the quantity by which the Number of Shares shall is to be reduced (such quantity, the “Terminated Shares”)); provided that “Terminated Shares” includes only such quantity of Shares by which the Number of Shares is to be reduced and included in an OET Notice, whether or not sold, which Shares will not be included in any OET Notice or included in the definition, or when calculating the number, of Terminated Shares. The effect of an OET Notice given shall be to reduce the Number of Shares by the number of Terminated Shares specified in such OET Notice with effect as of the related OET Date. As of each OET Date, Counterparty shall be entitled to an amount from such Seller, and such Seller shall pay to Counterparty an amount, equal to the product of (x) the number of Terminated Shares and (y) the Reset Price in respect of such OET Date (an “Early Termination Obligation”); provided, that, such Seller shall pay the Early Termination Obligation to the accounts and in the amounts as directed by Counterparty. The remainder of the Transaction, if any, shall continue in accordance with its terms. The ; provided that if the OET Date is also the stated Valuation Date, the remainder of the Transaction shall be settled in accordance with the other provisions of “Settlement Terms.” Seller shall pay to Counterparty any and all unsatisfied Early Termination Obligation shall be payable by such Seller Obligations, calculated as of the last day of each calendar month, on the first Local Business Day following such day. Maturity Consideration At the date of delivery by such Maturity Date, Seller shall be entitled to (1) the product of the OET Notice. For Shares then held by Seller multiplied by the avoidance Forward Price, and (2) an amount, in cash or Shares at the sole discretion of doubtCounterparty, no other amounts as may be set forth equal to (a) in Sections 16.1 the case of cash, the product of (i)(x) the Maximum Number of Shares less (y) the number of Terminated Shares and 18.1 (ii) $2.00 (the “Maturity Cash Consideration”) and (b) in the case of Shares, (i) the Swap Definitions shall be due Maturity Cash Consideration divided by (ii) the VWAP Price for the 30 Scheduled Trading Days prior to Counterparty upon an Optional Early Terminationthe Maturity Date.