Mergers - Equity Derivatives Provision

Commentary

In summary, this breaks down into:

• Transfer: an irrevocable commitment to transfer all the Shares to another entity;
• Merger: merger or binding share exchange of the Issuer with or into another entity where the other entity survives;
• 100% Takeover offer: takeover or tender offer for 100% of outstanding Shares by any entity;
• Reverse Merger: merger binding share exchange of the Issuer with or into another entity where the Issuer survives but represents less than 50% of the resulting entity;

Where the Merger Date is before the final settlement date.

Note that, by contrast, the "Tender Offer" Extraordinary Event is triggered by greater than 10% but less than 100% of the outstanding voting shares of the Issuer. So the two do not in fact overlap.

See with respect to Merger Events:

• Calculation Agent Adjustment;
• Modified Calculation Agent Adjustment.