Adjustments to Merger Consideration. The number of shares of BRPA Common Stock issuable as Merger Consideration or any amount contained herein which is based upon the number of shares of Company Common Stock or Company Preferred Stock, as applicable, shall be equitably adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of BRPA Common Stock, Company Common Stock or Company Preferred Stock, as applicable), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to shares of BRPA Common Stock, Company Common Stock or Company Preferred Stock, as applicable occurring on or after the date hereof but at or prior to the Effective Time (or, as it relates to the Earnout Shares, prior to the date of issuance of such Earnout Shares in accordance with [Section 1.8]); provided, however, that this [Section 1.3(e)] shall not be construed to permit ​ or the Company to take any action with respect to their respective securities that is prohibited by the terms and conditions of this Agreement.

Merger Consideration. Subject to and in accordance with [Section 2.2]:

Delivery of Per Share Merger Consideration. Upon receipt by the Exchange Agent of a validly executed and delivered Letter of Transmittal, together with the share certificate(s) evidencing the Company Common Stock, and/or Company Preferred Stock, as applicable, or evidence that such securities have been transferred by book entry transfer to an account established by the Exchange Agent, the Exchange Agent shall issue to the applicable Company Stockholder (or its designee) the Per Share Merger Consideration to which such Company Stockholder is entitled under [Section 1.3(b)].

Merger. Any Person into whom the Securities Intermediary may be converted or merged, or with whom it may be consolidated, or to whom it may sell or transfer its trust or other business and assets as a whole or substantially as a whole, or any Person resulting from any such conversion, sale, merger, consolidation or transfer to which the Securities Intermediary is a party, shall (provided it is otherwise qualified to serve as the Securities Intermediary hereunder) be and become a successor Securities Intermediary hereunder and be vested with all of the powers, immunities, privileges and other matters and subject to all of the obligations as was its predecessor without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

Merger. Without the prior written consent of ​, ​ shall not: # become a party to any merger or consolidation; # purchase or otherwise acquire all or any part of the assets or shares or other evidence of beneficial ownership of any Person; # sell or otherwise sell, transfer or assign all or substantially all of the assets or Properties of ​ to any other Person; or # wind-up, dissolve or liquidate.

Merger. This Lease contains and embodies the entire agreement of the parties hereto and supersedes all prior agreements, negotiations, letters of intent, proposals, representations, warranties, understandings, suggestions and discussions, whether written or oral, between the parties hereto. Any representation, inducement, warranty, understanding or agreement that is not expressly set forth in this Lease shall be of no force or effect. Without limiting the generality of the foregoing, Tenant acknowledges that Tenant has made an independent investigation of the potential for success at the Building and Landlord has not represented, implied or suggested that Tenant would be given an exclusive use for the operation of the business to be conducted in the Premises or that Landlord would not lease space in the Building to a competing or other tenant. This Lease may be modified or changed in any manner only by an instrument signed by both parties. This Lease includes and incorporates all Exhibits attached hereto. Tenant shall, at Landlord’s request, promptly execute any requisite document, certificate or instrument that is reasonably necessary or desirable to clarify or carry out the force and effect of any terms or conditions of, or obligations of Tenant under, this Lease, provided that for other than purely ministerial documents, Landlord shall reimburse Tenant for any reasonable third party legal fees and disbursements it actually incurs in connection therewith.

Merger. This Agreement constitutes the final agreement between the Participant and the Company with respect to the subject matter hereof. No other agreements, representations or understandings, whether oral or written, and whether express or implied, which are not set forth in this Agreement or the Plan have been made or entered into by either party with respect to the subject matter herein.

Merger. ​ will not, nor will it permit any of its Significant Subsidiaries to, merge or consolidate with or into any other Person, except that, so long as both immediately prior to and after giving effect to such merger or consolidation, no Default or Unmatured Default shall have occurred and be continuing, # any Significant Subsidiary of ​ may merge with ​ or a wholly-owned Subsidiary of ​, # ​ may consummate the Exelon-PHI Merger and effectuate the Conversion, provided that the Exelon-PHI Merger and the Conversion are consummated on or before ​; and # ​ may merge or consolidate with any other Person so long as ​ is the surviving entity.

Consideration. Employee acknowledges that the benefits described in this Agreement are benefits to which Employee would not be entitled but for this Agreement.

Consideration. If Millian chooses to sign and return this Agreement within the required time-period, does not revoke his acceptance, and abides by all of the other terms of this Agreement, the Company agrees to provide Millian with # continuation of his regular base salary at a rate of ​, if annualized, for twelve months; # provided Millian timely elects COBRA, Company will reimburse Millian for his COBRA premiums for twelve months; and # Company will grant Employee an extension of the period of time that Employee may exercise any vested stock options as of the Separation Date for eighteen months from the Separation Date, with more specific information about this to follow under separate cover. Millian acknowledges that the amounts offered above exceed the amounts Millian would otherwise be entitled to receive and that the Company would not agree to provide Millian with this payment without his general release of claims and other promises in this Agreement. Millian agrees that this payment constitutes good and valuable consideration for the general release of claims and other promises in this Agreement. In the event the Change of Control provisions set forth in the Employment Agreement are implicated, the amounts in this [Section 2] will be deemed modified accordingly; provided, however, that no modifications shall be made for, and Change of Control shall not include, any transaction or series of transactions principally undertaken for bona fide equity financing purposes.