Share Ownership Requirement. Grantee understands and acknowledges that Grantee is expected to adhere to Share ownership and Share retention requirements in connection with Awards granted under the Plan, including the Restricted Stock. As of the Grant Date, the Share ownership requirement is stated as a multiple of Grantee’s annual cash retainer for service on the Board and mandates that Grantee own a number of Shares with a value equal to the applicable multiple of such annual cash retainer. Grantee’s Restricted Stock count toward satisfying Grantee’s Share ownership requirement beginning at the Grant Date.

(Effective January 1, 2005; As Amended Effective December 3, 2014)

In the case of any subdivision, consolidation, or reclassification of the shares of the Company or other relevant change in the capitalization of the Company, the administrative authority, in its discretion, may make appropriate adjustments in the number of Common Shares to be issued and the calculation of the cash amount payable per RSU, and an adjustment by the Company shall be conclusive as to the amount payable per RSU and shall be final and binding upon all persons.

Significant Suppliers. [Schedule 4.18] of the Disclosure Schedule sets forth a true and complete list of [[Organization A:Organization]]’s five (5) largest suppliers (each, a “Significant Supplier”). [[Organization A:Organization]] has not received any notice and has no reason to believe that # any Significant Supplier has any plan or intention to terminate, cancel, not renew or otherwise material and adversely modify its relationship with [[Organization A:Organization]], including by materially reducing the products offered to [[Organization A:Organization]], or # the consummation of the transactions contemplated by this Agreement will adversely affect the relationship with any Significant Supplier.

Significant Subsidiaries. [Schedule 2] contains an accurate list of all Significant Subsidiaries of [[Organization A:Organization]] as of the Closing Date setting forth their respective jurisdictions of organization and the percentage of their respective capital stock or other ownership interests owned by [[Organization A:Organization]] or other Subsidiaries of [[Organization A:Organization]]. All of the issued and outstanding shares of capital stock or other ownership interests of such Significant Subsidiaries have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and nonassessable.

-2.2 Acquisition of Significant Share Ownership: A person or persons acting in concert has or have become the beneficial owner of 25% or more of a class of the Company’s or the Bank’s voting securities; provided, however, this clause shall not apply to beneficial ownership of the Company’s or the Bank’s voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding voting securities;

Acquisition. Substantially concurrently with the occurrence of the Closing Date and the making by each Lender of its initial extension of credit hereunder, the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement.

The Acquisition. Upon the terms and subject to the conditions set forth in this Agreement, ​ shall be acquire NOVA at the Effective Time. At the Effective Time of the Acquisition, UBI shall continue as the parent corporation (the "Parent Corporation") and ​ Ltd will be a wholly owned subsidiary.

Acquisition Defined. An “Acquisition” shall mean: # any merger, consolidation or purchase of outstanding capital stock of [[Organization A:Organization]] after which the voting securities of [[Organization A:Organization]] outstanding prior thereto represent (either by remaining outstanding or by being converted into or exchanged for voting securities of the surviving or acquiring entity) less than 50% of the combined voting power of the voting securities of [[Organization A:Organization]] or such surviving or acquiring entity outstanding immediately after such event; or # any sale of all or substantially all of the assets or capital stock of [[Organization A:Organization]] (other than in a spin-off or similar transaction) or # any other acquisition of the business of [[Organization A:Organization]], as determined by the Board; provided that an Acquisition shall not include a Private Transaction.

Acquisition Services. The Advisor shall: