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VRSN » Topics » EXTRAORDINARY EVENTS:

This excerpt taken from the VRSN 10-K filed Mar 13, 2006.

EXTRAORDINARY EVENTS:

 

Consequences of Merger Events:

 

Share-for-Share:

Modified Calculation Agent Adjustment

 

Share-for-Other:

Cancellation and Payment on that portion of the other Consideration that consists of cash; Modified Calculation Agent Adjustment on the remainder of the Other Consideration

 

Share-for-Combined:

Component Adjustment

 

Determining Party:

Calculation Agent

 

Tender Offer:

Applicable

 

Consequences of Tender Offers:

 

Share-for-Share:

Modified Calculation Agent Adjustment

 

Share-for-Other:

Cancellation and Payment on that portion of the other Consideration that consists of cash; Modified Calculation Agent Adjustment on the remainder of the Other Consideration

 

Share-for-Combined:

Component Adjustment

 

Determining Party:

Calculation Agent

 

For purposes of this Transaction, the definition of Merger Date in Section 12.1(c) shall be amended to read, “Merger Date shall mean the Announcement Date.” For purposes of this Transaction, the definition of Tender Offer Date in Section 12.1(e) shall be amended to read, “Tender Offer Date shall mean the Announcement Date.”

 

Composition of Combined Consideration:

Applicable

 

Nationalization, Insolvency or Delisting:

Cancellation and Payment

 

Determining Party:

Calculation Agent

 

Additional Disruption Events:

 

Change in Law:

Applicable

 

Failure to Deliver:

Applicable

 

Insolvency Filing:

Applicable

 

Hedging Disruption:

Applicable

 

Hedging Party:

Seller

 

Increased Cost of Hedging:

Applicable

 

Hedging Party:

Seller

 

Loss of Stock Borrow:

Applicable

Reference Number CCEGK5-1/   Account Number: 3315851   Page 7

 

Maximum Stock Loan Rate:

 

Increased Cost of Stock Borrow:

Applicable

 

Initial Stock Loan Rate:

 

Determining Party:

Seller

 

Non-Reliance:

Applicable

 

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