Gartner Inc T.IT.R

About divy for ITX

[Carpenter72]

Economic Equivalence Payment

In connection with the retraction, redemption or purchase of Exchangeable Shares pursuant to the Exchangeable Share Provisions, the Voting and Exchange Trust Agreement and the Plan of Arrangement, as the case may be, and as described above, the “Economic Equivalence Payment” in respect of each such Exchangeable Share shall be the aggregate of the following (without duplication), as of the date specified in the applicable provision of the Exchangeable Share Provisions or as specified in connection with the Automatic Exchange Right or Automatic Exchange Right on Liquidation, as applicable:

1. (i)  in the case of each cash Distribution declared and paid on the Shares, an amount in cash equal to the Canadian Dollar Equivalent (calculated on the date on which such cash Distribution is paid on the Shares) of the cash Distribution paid as a Distribution on each Share on the relevant Distribution Payment Date; plus

2. (ii)  in the case of a stock or share Distribution declared on the Shares paid in Shares, an amount in cash (in Canadian currency calculated using the Canadian Dollar Equivalent as of the Distribution Payment Date if applicable) as is economically equivalent (as at the Distribution Payment Date as determined by the AmalCo Board reasonably contemporaneously with such date) to the number of Shares paid as a Distribution on each Share on the relevant Distribution Payment Date; plus

3. (iii)  in the case of a Distribution declared on the Shares in property other than cash or Shares, an amount in cash (in Canadian currency calculated using the Canadian Dollar Equivalent as of the Distribution Payment Date if applicable) as is economically equivalent (as at the Distribution Payment Date and as determined by the AmalCo Board reasonably contemporaneously with such date) to the type and amount of property paid as a Distribution on each Share on the relevant Distribution Payment Date; plus

4. (iv)  the cash amount (in Canadian currency calculated using the Canadian Dollar Equivalent as of the relevant date) determined to be paid in the event of certain other distributions paid by the Company on the Shares (together with (i) to (iii) inclusive, the “Company Distribution Equivalence Amount”); less

5. (v)  the aggregate amount of the Company Distribution Equivalence Amounts (if any) that have been previously been paid by AmalCo on such Exchangeable Share, or which constitute Distribution Amounts or unpaid Distributions (as the case may be) in respect of such Exchangeable Share as of the date on which the applicable Economic Equivalence Payment is calculated.