Template:Nutshell Equity Derivatives 12.1

12.1. General Provisions Relating to Extraordinary Events.

12.1(a) “Extraordinary Event” means a Merger Event, Tender Offer, Index Adjustment Event, Nationalization, Insolvency, Delisting or Additional Disruption Event.

12.1(b) A “Merger Event” relating to any Shares means:

(i) a mandatory requirement to transfer all of those Shares to another entity;

(ii) the Issuer merges with another entity (except where the Issuer is the continuing entity and the Shares are not changed)

(iii) any entity offers to acquire 100% of the outstanding Shares and that offer results in an irrevocable commitment to transfer all the Shares to the offeror, or

(iv) the Issuer or its subsidiaries merges with another entity where the Issuer is the continuing entity and the Shares are not changed, but the outstanding Shares (not controlled by the other entity) immediately before the merger represented less than 50% of the outstanding Shares left after the merger (a “Reverse Merger”),

in each case if the Merger Date is on or before,

(A) for Physically-settled Option Transactions the later of the Expiration Date and the final Settlement Date,

(B) for Physically-settled Forward Transaction or Equity Swap Transactions, the relevant Settlement Date or,

(C) in any other case, the final Valuation Date.

12.1(c) “Merger Date” means the closing date of a Merger Event or, if one can’t be determined the date determined by the Calculation Agent.

12.1(d) “Tender Offer” means the Calculation Agent determines there has been a takeover offer or other event that results in an entity obtaining or having the right to obtain more than 10% and less than 100% of the outstanding voting shares of the Issuer.

12.1(e) “Tender Offer Date” means, for a Tender Offer, the date the Calculation Agent determines on which the applicable percentage threshold of voting shares are actually purchased.

12.1(f) “Share-for-Share” means

(i) for a Merger Event or Tender Offer, that the consideration for the relevant Shares consists (or, at the option of the holder of such Shares, will consist) solely of New Shares, and

(ii) a Reverse Merger.

12.1(g) “Share-for-Other” means a Merger Event or Tender Offer where the consideration is solely Other Consideration.

12.1(h) “Share-for-Combined” means a Merger Event or Tender Offer where the consideration is Combined Consideration.

12.1(i) “New Shares” means ordinary shares of any entity, that following the Merger Date or Tender Offer Date will be:

(i) publicly quoted, on a venue located in the same country as the Exchange (or, for European Union Exchanges, in the European Union) and

(ii) not subject to any exchange controls or trading limitations.

12.1(j) “Other Consideration” means consideration other than New Shares.

12.1(k) “Combined Consideration” means a combination of New Shares and Other Consideration.

12.1(l) “Announcement Date” means, in respect of an Extraordinary Event,

(i) for a Merger Event, the date when a firm intention to merge is first publicly announced,

(ii) for a Tender Offer, the date when a firm intention to purchase the requisite number of voting shares that leads to the Tender Offer is first publicly announced,

(iii) for an Index Disruption or Index Cancellation, the date when the Index Sponsor publicly announces any adjustment or cancellation causing an Index Disruption or Index Cancellation and in the case of an Index Modification, the Exchange Business Day before the Index Modificationis effective,

(iv) for a Nationalization, when the proposed Nationalization is first publicly announced,

(v) for an Insolvency, when institution of insolvency proceedings, presentation of an insolvency petition or similar action that leads to the Insolvency is publicly announced; and

(vi) for a Delisting, when the Exchange first publicly announces that the Shares will cease to be listed as contrampled in Section 12.6(a)(iii).

If any Extraordinary Event (other than an Index Disruption) is announced after the actual closing time for the ordinary regular trading session on Exchange, the Announcement Date will be the next Scheduled Trading Day.

12.1(m) “Implied Volatility” means for any Exchange Business Day, the mid-market implied volatility of the Shares the Calculation Agent determines by reference to the most comparable listed option on the relevant Shares considering such factors as it considers appropriate. If there is no such listed option or the Calculation Agent considers it is not sufficiently liquid, it will determine Implied Volatility at it sees fit.

12.1(n) “Affected Shares” means Shares affected by a Merger Event or Tender Offer.