Text extracted via OCR from the original document. May contain errors from the scanning process.
Union, the definttion of "New Shares" shall be amended by
deleting subsection (i) in Its entirety and replacing It with the
following: "(0 publicly quoted, traded or listed on any of the
exchanges or quotation systems located In United Kingdom,
France, Germany, Italy, the Netherlands, Spain, Denmark,
Finland, Sweden, Luxembourg, Austria, Ireland, Belgium,
Portugal, Norway or Switzerland".
Consequences of Merger Events:
Share-for-Share:
Share-for-Other:
Share-for-Combined:
Determining Party:
Tender Offer:
Consequences of Tender Offers:
Share-for-Share:
Share-for-Other:
Share-for-Combined:
Determining Party:
Composition of Combined Consideration:
Nationalisation, Insolvency or De-listing:
Determining Party:
De-listing:
Additional Disruption Events:
Change In Law:
Insolvency Filing:
Hedging Disruption:
Hedging Party:
increased Cost of Hedging:
Hedging Party:
Increased Cost of Stock Borrow:
Hedging Party:
Modified Calculation Agent Adjustment
Modified Calculation Agent Adjustment
Modified Calculation Agent Adjustment
Party A
Applicable
Modified Calculation Agent Adjustment
Modified Calculation Agent Adjustment
Modified Calculation Agent Adjustment
Party A
Inapplicable
Cancellation and Payment
Party A
In addition to the provisions of Section 12.6(akiig of the
Equity Definitions and for the avoidance of doubt, It will
constitute a be-listing If (a) the Exchange is located In the
Unked 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 or the NASDAQ
National Market System (or their respective successors); and
(b) the Exchange Is within the European Union, and the
Shares are not immediately re4sted, re-traded or re-quoted
on any of the exchanges or quotation systems located In
Austria, Belgium, Denmark, Finland, France, Germany.
Ireland, Italy, Luxembourg, the Netherlands, Norway,
Portugal, Spain, Sweden, Switzerland or the United Kingdom.
Applicable, except that Section 12.9(a)(10 is amended by the
replacement of the word "Shares' with "Hedge Positions"
Applicable
Applicable
Party A
Applicable
Party A
Appicable. For the avoidance of doubt, 'Initial Stock Loan
Rate" shag be determined by the Calculation Agent and refers
to the basis point fee used by stock lenders for the specific
Shares underlying the Transaction and does not Include the
prevailing interest rate.
Party A
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0043031
CONFIDENTIAL
SDNY_GM_00189215
EFTA01356866