Offering. If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a) hereof, the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent, which shall not be unreasonably withheld, delayed or conditioned, of the Investor and its [[Organization A:Organization]] counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements in accordance with Section 2(c) hereof until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).

Offering. Subject to the truth and accuracy of the Investor’s representations set forth in Section 6 of this Agreement, the offer and sale of the Securities, as contemplated by this Agreement are exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the qualification or registration requirements of state securities laws or other applicable blue sky laws. Neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemptions.

Price for Involuntary Transfer. With respect to any stock to be transferred pursuant to Section 3(b)(i), the Fair Market Value per Share shall be a price set by the Board of Directors of the Company in good faith using a reasonable valuation method in a reasonable manner in accordance with Section 409A of the Code. The Company shall notify Purchaser or his or her executor of the price so determined within thirty (30) days after receipt by it of written notice of the transfer or proposed transfer of Shares. However, if the Purchaser does not agree with the valuation as determined by the Board of Directors of the Company, the Purchaser shall be entitled to have the valuation determined by an independent appraiser to be mutually agreed upon by the Company and the Purchaser and whose fees shall be borne equally by the Company and the Purchaser.

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 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).

Offering Date. The offering period of this Plan (the "Offering Period") shall be of twelve (12) months duration commencing on January 1 of each year and ending on December 31 of each year (the “Expiration Date”), or such other period as may be established by the Administrator for a particular offering prior to such offering.

circumstances under which they were made, not misleading.

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.