Template:2002 ISDA Equity Derivatives Definitions Section 12 TOC

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Article 12. Extraordinary Events

Section 12.1. General Provisions Relating to Extraordinary Events

12.1(a). “Extraordinary Event
12.1(b). “Merger Event
12.1(c). “Merger Date
12.1(d). “Tender Offer
12.1(e). “Tender Offer Date
12.1(f). “Share-for-Share
12.1(g). “Share-for-Other
12.1(h). “Share-for-Combined
12.1(i). “New Shares
12.1(j). “Other Consideration
12.1(k). “Combined Consideration
12.1(l). “Announcement Date
12.1(m). “Implied Volatility
12.1(n). “Affected Shares

Section 12.2. Consequences of Merger Events

12.2(a). “Alternative Obligation (Merger Events)
12.2(b). “Cancellation and Payment (Merger Events)
12.2(c). “Options Exchange Adjustment (Merger Events)
12.2(d). “Calculation Agent Adjustment (Merger Events)
12.2(e). “Modified Calculation Agent Adjustment (Merger Events)
12.2(f). “Partial Cancellation and Payment (Merger Events)
12.2(g). “Component Adjustment (Merger Events)

Section 12.3. Consequences of Tender Offers

12.3(a) Cancellation and Payment (Tender Offers)
12.3(b) Options Exchange Adjustment (Tender Offers)
12.3(c) Calculation Agent Adjustment (Tender Offers)
12.3(d) Modified Calculation Agent Adjustment (Tender Offers)
12.3(e) Partial Cancellation and Payment (Tender Offers)
12.3(f) Component Adjustment (Tender Offers)

Section 12.4. Settlement Following a Merger Event or Tender Offer
Section 12.5. Composition of Combined Consideration
Section 12.6. Nationalization, Insolvency and Delisting
Section 12.7. Payment upon Certain Extraordinary Events

12.7(a) (Cancellation and Payment; Partial Cancellation and Payment)
12.7(b) (Effect of Extraordinary Events on Option Transactions)
12.7(c) (Effect of Extraordinary Events on Forward Transactions and Equity Swap Transactions)

Section 12.8. Cancellation Amount

12.8(a)Cancellation Amount
12.8(b) “Means of determination”
12.8(c) “Determination”
12.8(d) “Quotations”
12.8(e) “Liquidation of hedges”
12.8(f)Determining Party
12.8(g)Commercially reasonable procedures

Section 12.9. Additional Disruption Events

Section 12.9(a): The actual Additional Disruption Events
12.9(a)(i) Additional Disruption Event
12.9(a)(ii) Change in Law
12.9(a)(iii) Failure to Deliver
12.9(a)(iv) Insolvency Filing
12.9(a)(v) Hedging Disruption
12.9(a)(vi) Increased Cost of Hedging
12.9(a)(vii) Loss of Stock Borrow
12.9(a)(viii) Increased Cost of Stock Borrow

Section 12.9(a): Other definitions relating to Additional Disruption Events

12.9(a)(ix) Hedging Party
12.9(a)(x) Hedging Shares
12.9(a)(xi) Lending Party
12.9(a)(xii) Non-Hedging Party
12.9(a)(xiii) Maximum Stock Loan Rate
12.9(a)(xiv) Initial Stock Loan Rate
12.9(a)(xv) Price Adjustment
12.9(b) Consequences of an Additional Disruption Event
12.9(b)(i) Consequences of Change in Law or Insolvency Filing
12.9(b)(ii) Consequences of Failure to Deliver
12.9(b)(iii) Consequences of Hedging Disruption
12.9(b)(iv) Consequences of Loss of Stock Borrow
12.9(b)(v) Consequences of Increased Cost of Stock Borrow
12.9(b)(vi) Consequences of Increased Cost of Hedging
12.9(b)(vii) Consequences of Hedging Disruption and Loss of Stock Borrow
12.9(b)(viii) Shares provided by the Non-Hedging Party
12.9(b)(ix) Cancellation Amount payable by one party to the other