Text extracted via OCR from the original document. May contain errors from the scanning process.
Extraordinary Events:
New Shares:
Consequences of Merger Events:
(a)
(b)
(c)
Share-for-Share:
Share-for-Other:
Share-for-Combined:
Tender Offer:
Consequences of Tender Offers:
(a)
Share-for-Share:
(b)
Share-for-Other:
(c)
Share-for-Combined:
Composition of Combined
Consideration:
Nationalisation, Insolvency or De -
listing:
Delisting:
The definition of "New Shares" in Section 12.10) of the Equity
Definitions shall apply provided however that:-
(1) if the Exchange mentioned therein is within the United
States, the definition of "New Shares" in Section 12.1(i) shall be
amended by deleting subsection (i) in its entirety and replacing
it with the following: "(i) publicly quoted, traded or listed on any
of the New York Stock Exchange, the American Stock
Exchange or the NASDAQ National Market System (or their
respective successors)": and
(2) if the Exchange mentioned therein is within the European
Union, the definition of "New Shares" in Section 12.10) shall be
amended by deleting subsection (i) in its entirety and replacing
it with the following:"(i) pubkcly 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".
Modified Calculation Agent Adjustment
Modified Calculation Agent Adjustment
Modified Calculation Agent Adjustment
Applicable
Modified Calculation Agent Adjustment
Modified Calculation Agent Adjustment
Modified Calculation Agent Adjustment
Inapplicable
Cancellation and Payment (Calculation Agent Determination)
In addition to the provisions of Section 12.6(a)(iii) of the Equity
Definitions and for the avoidance of doubt, it will constitute a
De-listing if
(1) 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
or the NASDAQ National Market System (or their respective
successors): and
(2) the Exchange is located within the European Union, and the
Shares are not immediately re-listed, re-traded or re-quoted on
any of the exchanges or quotation systems in Austria, Belgium,
Denmark,
Finland,
France,
Germany,
Ireland,
Italy,
Luxembourg, the Netherlands, Norway, Portugal, Spain,
Sweden. Switzerland or the United Kingdom.
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0056902
CONFIDENTIAL
SDNY_GM_00203086
EFTA01365789