Template:Nutshell Equity Derivatives 12.1(b)

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

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

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

(iii) a takeover, tender, exchange or other offer by any entity to acquire 100% of the outstanding Shares that results in an irrevocable commitment to transfer all the Shares to that other entity, or

(iv) the Issuer or its subsidiaries merges 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.