Purchase Notice. Within thirty (30) days after the date (such period being an “Exercise Period”), if any of the later of # the occurrence of an Event of Default under either the Senior Credit Agreement or the Installment Sale Agreement and notice thereof or # receipt of notice of the occurrence of an Event of Default by Senior Lender or the Subordinated Creditor, Subordinated Creditor shall each have the option to purchase from Senior Secured Parties all (but not less than all) of the Senior Debt (including any unfunded commitments) by giving a written notice (the “Purchase Notice”) to Senior Lender prior to the expiration of such Exercise Period. The Purchase Notice from Subordinated Creditor to Senior Lender shall be irrevocable. If Subordinated Creditor fails to give a Purchase Notice within an Exercise Period, its rights under this Section 19 shall be terminated with respect to the events described in the notice triggering such Exercise Period. If Subordinated Creditor provide a Purchase Notice within the Exercise Period, Subordinated Creditor’s Purchase Notice shall be effective if its purchase consummates on or before the date specified in the Purchase Notice. Such Exercise Period shall run concurrent with the standstill period described in Section 5 hereof.

Purchase Notice. At any time during the Commitment Period, [[Organization B:Organization]] may require [[Organization A:Organization]] to purchase Shares by delivering a Purchase Notice to [[Organization A:Organization]], subject to the satisfaction or waiver by [[Organization A:Organization]] of the conditions set forth in [Annex II]. [[Organization B:Organization]] shall, in its sole discretion, select the number of Shares, not to exceed the Maximum Purchase Amount (unless otherwise agreed to in writing by [[Organization B:Organization]] and [[Organization A:Organization]]), it desires to issue and sell to [[Organization A:Organization]] in each Purchase Notice and the Pricing Period to be used. There shall be no non-usages fee for not utilizing the Commitment Amount or any part thereof. Notwithstanding the foregoing, [[Organization B:Organization]] shall not deliver any Purchase Notices during the PEA Period.

Executed Purchase Notice. The representations contained in the applicable Purchase Notice shall be true and correct in all material respects as of the applicable Condition Satisfaction Date.

Accelerated Vesting. Vesting of the Units may be accelerated during the term of the Award at the discretion of the Committee in accordance with [Section 16.2] of the Plan and under the following circumstances:

Accelerated Vesting. The vesting of outstanding Units will be accelerated under the circumstances provided below:

Accelerated Vesting. Notwithstanding Section 4(a), the Restricted Shares will vest in full upon the earlier to occur of # the termination of your Service to the Company and its Affiliates because of your death or Disability, or # a Change in Control that occurs while you continue to be a Service Provider.

Accelerated Vesting. Notwithstanding the provisions of Section 4 hereof, all of the RSUs covered by this Agreement that have not already vested and become nonforfeitable pursuant to Section 4 hereof will become nonforfeitable and payable to Grantee pursuant to Section 7 hereof earlier than the time provided in Section 4 hereof upon the occurrence of a Change of Control, but only if such event also constitutes a “change in the ownership,” “change in effective control” and/or a “change in the ownership of a substantial portion of assets” of the Company, as those terms are defined under Treasury Regulations Section 1.409A-3(i)(5).

Accelerated Vesting. Notwithstanding the Vesting Criteria to the contrary and subject to the terms of this Agreement, including the release requirement described in Section 5 of this Agreement:

Accelerated Vesting. Subject to Section 9.03 below, in the event that # a Change in Control occurs and # a Participant’s employment or service is terminated by the Company, its successor or an affiliate thereof without Cause or is terminated by the Participant for Good Reason (if applicable), in each case on or after the effective date of the Change in Control but prior to the second anniversary of the Change in Control, then any unvested portion of such Participant’s Account shall vest in full regardless of such Participant’s vested status under the Savings Plan.

Purchase. The purchase and sale of the Shares under this Agreement shall occur at the time of execution of this Agreement by the parties or on such other date as Company and Investor shall agree (the "Purchase Date").

Accelerated Vesting. Notwithstanding the provisions of Section 4 hereof, all of the RSUs covered by this Agreement that have not already vested and become nonforfeitable pursuant to Section 4 hereof will become nonforfeitable and payable to Grantee pursuant to Section 7 hereof earlier than the time provided in Section 4 hereof upon the occurrence of a Change of Control, but only if such event also constitutes a “change in the ownership,” “change in effective control” and/or a “change in the ownership of a substantial portion of assets” of the Company, as those terms are defined under Treasury Regulations Section 1.409A-3(i)(5).

Accelerated Vesting. If Employee’s employment with the Company is terminated before the Vesting Date (as defined in [Exhibit 2]) by reason of death or Disability [as defined in Section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended or restated from time to time (the “Code”)], the interest of the Participant in the Units shall vest as to a prorata portion of the Units. The prorata portion shall be measured by months elapsed from the date of this Agreement to the date of death or date of Disability, as compared to the number of months from the date of this Agreement to the Vesting Date for each 20% portion of the Units. The proration provided for under this paragraph shall only apply in the event the Performance Goals as set forth on [Exhibit 2] are met.

Accelerated Vesting. Notwithstanding the foregoing, the restrictions applicable to the Restricted Stock shall lapse and the Restricted Stock shall vest and become Vested Stock upon the occurrence of any of the following events:

“Options Purchase Price” means, as applicable, the First Put Option Purchase Price, the Second Put Option Purchase Price, the Third Option Purchase Price, the Call Option Purchase Price, the Accelerated Put Option Purchase Price or the Annual Accelerated Put Option Purchase Price.

“Relevant Measurement Period” means, # in respect of the calculation of the First Put Option Purchase Price, the calendar year ​; # in respect of the calculation of the Second Put Option Purchase Price, the calendar year ​; # in respect of the calculation of the Third Put Option Purchase Price the Third Put Option Measurement Period; # in respect of the calculation of the Call Option Purchase Price, the Call Option Measurement Period; # in respect of the calculation of the Accelerated Put Option Purchase Price, the Accelerated Put Option Measurement Period and # in respect of the calculation of the Annual Accelerated Put Option Purchase Price, the Annual Accelerated Put Option Measurement Period.

Partial Accelerated Vesting. All equity awards from the Company then held by Employee shall partially accelerate, or if Employee is then holding unvested shares, Company’s right to repurchase the then-unvested shares under each such equity award shall partially lapse, with respect to the number of shares under each such award that would have become vested or been released from such repurchase right under each respective equity award if Employee’s employment with the Company had continued for an additional twelve (12) months following Employee’s effective termination date for reasons other than Cause.

Forfeiture and/or Repayment of Benefits. 13

Accelerated Vesting Events. Upon the occurrence of one of the following events (each, an “Accelerated Vesting Event”), the outstanding unvested RSUs subject to this Agreement shall vest as provided below:

“Annual Accelerated Put Option Measurement Period” means the immediately prior calendar year in which the Accelerated Put Option Exercise Notice is delivered.

A Transaction may be terminated in whole by either party (or in part by ​) in accordance with this Clause 3 by the giving of notice (an “Accelerated Termination Notice”) to the other party (each such termination, an “Accelerated Termination”).