Execution copy which such issuer is the continuing entity and which does not result in reclassification or change of all of the outstanding Securities); or (iii) other takeover offer for the Securities that results in a transfer of or an irrevocable commitment to transfer all of the Securities (other than such Securities owned or controlled by the offeror), in each case if the Merger Date (defined below) is on or before the Closing Date. 6.3 "Merger Date" means, in respect of any Merger Event, the date upon which holders of the necessary number of Securities (other than, in the case of a takeover offer, shares of such Securities owned or controlled by the offeror) have agreed or have irrevocably become obligated to transfer their Securities. 7. SUSPENSION AND LIQUIDATION 7.1 If on any Business Day, trading on an Exchange is suspended in the Security which forms the subject of a Contract, or if CSFB reasonably determines that a Market Disruption Event has occurred and is continuing, the Market Price for the Security shall be determined at the Close of Business as the last traded price on the day such suspension or Market Disruption Event occurs. If such day is a Closing Date, then the Closing Date shall be the first succeeding Business Day on which the Security is traded on the Exchange. CSFB shall then in good faith and in a commercially reasonable manner determine the Closing Price for the Security. 7.2 If at any time trading on an Exchange in the Security is suspended for a period of ten days or more, then either party may terminate the Contract (with notice to the other party). CSFB and Counterparty shall then, in good faith and in a commercially reasonable manner, agree on a Closing Date and Closing Price. The provisions of Section 8 shall otherwise apply. 7.3 If at any time prior to the Closing Date, the issuer of a Security shall have entered into insolvency or liquidation proceedings (whether following suspension or otherwise),