Template:Nutshell Equity Derivatives 12.3

Section 12.3. Consequences of Tender Offers. If “Tender Offer” applies to a Transaction, then if, under “Consequences of Tender Offers” in relation to “Share-for-Share”, “Share-for-Other” or “Share-for-Combined”, the specified consequence is:

12.3(a) “Cancellation and Payment”, then the Transaction in question will be cancelled as of the Tender Offer Date and:

(i) Under an Option Transaction, Seller will pay Buyer the amount calculated under Section 12.7(b), and

(ii) Under a Forward Transaction or a Equity Swap Transaction one party will pay to the other the amount calculated under Section 12.7(c);

12.3(b)“Options Exchange Adjustment”, then following each adjustment to the settlement terms of any relevant Options Exchange-traded options, the Calculation Agent will make adjustments per Section 11.2(b) (ignoring the words “diluting or concentrative” in the second sentence);

12.3(c) “Calculation Agent Adjustment”, then, following the Tender Offer Date the Issuer and the Shares will not change, but the Calculation Agent shall either:

(i) adjust the Transaction to account for the economic effect of the Tender Offer on the Transaction (but not solely for changes in volatility, expected dividends, stock loan rate or liquidity on the Shares), which it may do by reference to corresponding adjustments made by an options exchange to options on the Shares and determine the effective date of that adjustment, or

(ii) if it determines that no adjustment under (i) would produce a commercially reasonable result, notify the parties that the Transaction will terminate and “Cancellation and Payment” will apply and will be calculated under Section 12.7 (for Option Transactions as if “Calculation Agent Determination” applied;

12.3(d) If “Modified Calculation Agent Adjustment (Tender Offers)” is specified then, after the Tender Offer Date, Calculation Agent will either (i) adjust the Transaction to account for the economic effect of the Tender Offer in its determination, or (ii) if that would not produce a commercially reasonable result, terminate the Transaction, in which case “Cancellation and Payment” will under Section 12.7 (and for an Option Transaction, “Calculation Agent Determination” will apply).

12.3(e) “Partial Cancellation and Payment”, then the portion of a Share Basket Transaction represented by Affected Shares will be cancelled as of the Tender Offer Date, the amount calculated under Section 12.7 for such Affected Shares will be paid by one party to the other, the Share Basket Transaction will continue with the Basket comprising the remaining Shares, and the Calculation Agent will adjust any terms if necessary to preserve as nearly as practicable the economic terms of the Transaction for the remaining Shares; or

12.3(f) “Component Adjustment”, then for a Share-for-Combined Tender Offer:

(i) “Share-for-Share” will apply to the part of the consideration comprising New Shares and

(ii)“Share-for-Other” will apply to the part of the consideration comprising Other Consideration.