​" >Automatic Termination. This Agreement shall terminate automatically when upon satisfaction of the conditions in [Section 6.1] or [Section 6.2] of the Shareholders Agreement, as the case may be, TLC is unable to enjoy corresponding rights as set forth in [Section 6.1] or [Section 6.2] of the Shareholders’ Agreement (i.e., TLC’s shareholding in TLC Hong Kong drops under ​ or TLC fails to receive the TLC Preference Payment from the proceeds of sale under [Section 6.2] of the Shareholders’ Agreement).

Automatic Termination Provisions. Notwithstanding anything to the contrary in [Section 6] of the Agreement, if a Termination Price is specified in any Supplemental Confirmation, then an Additional Termination Event with Counterparty as the sole Affected Party and the Transaction to which such Supplemental Confirmation relates as the Affected Transaction will automatically occur without any notice or action by Dealer or Counterparty if the closing price of the Shares on the Exchange for any two consecutive Exchange Business Days is below such Termination Price, and such second consecutive Exchange Business Day will be the “Early Termination Date” for purposes of the Agreement.

Automatic Deferrals - Newly Eligible Employees: If, on or before the 45th day after the date an Employee becomes eligible to participate under Section 3.1, the Employee has not affirmatively chosen to defer a portion of his Compensation as a Pre-Tax Contribution to the Plan (including a zero Pre-Tax Contribution percentage), the Employee automatically will be enrolled to defer four percent (4%) of his Compensation as a Pre-Tax Contribution.

Automatic Purchase. On each Purchase Date, subject to such Participant remaining an Eligible Employee through such Purchase Date, each Participant shall be deemed, automatically and without further action on the part of the Participant, to have elected to purchase the largest number of whole, or if determined in the Committee’s discretion, fractional Shares, that the Contributions in the Participant’s Account can purchase at the Purchase Price on the Purchase Date, subject to the limitations of Article VII. Except as otherwise specified by the Committee, any Contributions that are not sufficient to purchase a whole Share and any other amounts remaining in a Participant’s Account after the Purchase Date will be returned to the Participant.

Automatic Exercise. Any Option Shares that are exercisable but unexercised as of the tenth anniversary of the Grant Date shall be automatically exercised on the tenth (10th) anniversary of the Grant Date if the purchase price of an Option Share is less than the Fair Market Value of a Share on such date and the automatic exercise will result in the issuance of at least one (1) whole Share to the Participant after payment of the purchase price and any applicable tax withholding requirements. Payment of the purchase price and any applicable tax withholding requirements shall be made by having the number of Shares to be issued upon exercise reduced by a number of Shares having a Fair Market Value on the date of exercise equal to the purchase price and any applicable tax withholding requirements.

Automatic Grants. The Awards to be made pursuant to the Automatic Grant Program shall be as follows:

Automatic Distributions. Notwithstanding any payment elections made on Deferral Forms and Section 5.2:

Automatic Termination of the Delayed Draw Term Loan Commitments. The Delayed Draw Term Loan Commitments of all of the Lenders shall immediately and automatically be terminated upon the earlier to occur of the first date on which any Delayed Draw Term Loans are funded pursuant to the terms hereof and the Delayed Draw Commitment Termination Date.

In addition to an Eligible Director’s voluntary election provided under [Section V.4(b)], if any, a portion of each Eligible Director’s annual retainer payable to each Director for service on the Board shall be automatically exchanged for Phantom Shares (in the same manner as provided in [Section V.4(b)]). The retainer amount automatically exchanged for Phantom Shares shall be $15,000, unless otherwise determined by the Board from time to time but in all events prior to the first day of the Plan Year for which the annual retainer is awarded.

On the date of each annual meeting of the Company’s stockholders (or as soon as practicable thereafter), each Outside Director shall receive a grant of whole Restricted Shares or Stock Units equal to the quotient of # $175,000 or such other amount as is approved, from time to time, by the Board or Committee as part of the Company’s non-employee director compensation program, divided by # the Fair Market Value of a Share as of the grant date. The Restricted Shares or Stock Units granted under this Section 4(e)(i) shall vest on the first anniversary of the date of grant (or, if earlier, the date of the Company’s next annual meeting of stockholders in the year following the date of grant). Notwithstanding the foregoing, each Restricted Share or Stock Unit granted under this Section 4(e)(i) shall become vested if a Change in Control occurs with respect to the Company during the Outside Director’s Service.