Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, # in the reasonable judgment of the Forward Purchaser there shall not have occurred any Material Adverse Change; and # there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.

Material Adverse Effect. The Agents shall have determined, in their reasonable judgment, that no event or development shall have occurred since December 31, 2017, which could reasonably be expected to have a Material Adverse Effect.

Material Adverse Change. A Material Adverse Change occurs;

Material Adverse Effect. Any Material Adverse Effect occurs;

Since December 31, 2017, there shall have been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Material Adverse Effect. Any event or occurrence happens which results in or causes, or is reasonably likely to result in or cause, a Material Adverse Effect.

Material Adverse Effect. There shall not have occurred a Material Adverse Effect since the Effective Date and prior to the Closing.

“Termination Date” means the date on which the Participant experiences a “separation from service” as defined under Code section 409A.

If the Participant experiences a Termination of Employment due to death or Disability, then the SAR shall thereafter be fully exercisable for a period of one (1) year following the date of such Termination of Employment, or until the Expiration Date, whichever period is shorter. If the Participant experiences a Termination of Employment due to Retirement, then the SAR shall thereafter be fully exercisable for a period of ninety (90) consecutive days following the date of such Termination of Employment, or until the Expiration Date, whichever period is shorter. If the Participant experiences a Termination of Employment for Cause, the SAR shall terminate immediately and shall not be exercisable thereafter. If the Participant experiences a Termination of Employment for any other reason, then the portion of the SAR that was vested immediately prior to the Termination of Employment shall thereafter be exercisable for a period of ninety (90) consecutive days following the date of such Termination of Employment, or until the Expiration Date, whichever period is shorter

No Material Adverse Change. There shall not have been any occurrence, event, incident, action, failure to act, or transaction since August 31, 2018 which has had or is reasonably likely to cause a ​ Material Adverse Effect.