Section # Payment upon Early Termination.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 40, to terminate this Lease (“Termination Right”) with respect to the entire Premises only on the last day of the 30th full calendar month after the Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord # a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 9 months in advance of the Early Termination Date, and # concurrent with Tenant’s delivery of the Termination Notice to Landlord, an early termination payment in the amount of $150,000 (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right and delivers the Early Termination Payment, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease after the Early Termination Date except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease.

Calculations. Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in Section 8.10 (including for purposes of determining the Applicable Rate) shall be made on a Pro Forma Basis.

Calculations. All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the [[Organization A:Organization]]) issued and outstanding.

Calculations. Concurrently with the delivery of the Compliance Certificate referred to in Section 6.02(b) required to be delivered with the financial statements referred to in Section 6.01(a), a certificate (which may be included in such Compliance Certificate) including # the amount of all Restricted Payments, Investments (including Permitted Acquisitions) and Dispositions.

Payment Date. The Payment Date shall be the dates specified in the Award Agreement with respect to the Stock Units that are vested on such date under the schedule set forth in the Award Agreement.

Payment Date. The date of the proposed Second Lien ​ Payment shall be ​, 20​ (the “Payment Date”).

Payment Date. Unless the Eligible Director selects a later Payment Date in accordance with the rules set forth in this Paragraph 5, the Payment Date for a Program Award of RSUs shall be the first (1st) anniversary of the date of grant or, if earlier (but only in the case of a Program Award granted immediately following an annual meeting of stockholders of the Company), the day immediately preceding the date of the annual meeting (if any) of stockholders of the Company next following the date of grant. An Eligible Director may, on the Selection Date, or, if he is elected to the Board for the first time, on a date that is no later than 15 days after the date of such first election to the Board, in lieu of the Payment Date specified in the immediately preceding sentence, irrevocably (except as hereinafter provided) select a Payment Date with respect to such Program Award that is the second (2nd), third (3rd), fourth (4th), or fifth (5th) anniversary of the date of grant (an “Alternative Initial Payment Date”). Any Eligible Director who has timely selected an Alternative Initial Payment Date may at any time thereafter but prior to the earlier to occur of # the Eligible Director’s ceasing to be a member of the Board for any reason or # the date that is twelve months prior to the Alternative Initial Payment Date, irrevocably select a deferred payment date (the “Deferred Payment Date”) that is the fifth (5th) anniversary of the Alternative Initial Payment Date. In the case of an Eligible Director who selects an Alternative Initial Payment Date and does not thereafter select a Deferred Payment Date, the Alternative Initial Payment Date shall be the “Payment Date” for purposes of Paragraph 4 above and Paragraph 6 below. In the case of an Eligible Director who selects an Alternative Initial Payment Date and thereafter timely and properly selects a Deferred Payment Date, the Deferred Payment Date shall be the “Payment Date” for purposes of Paragraph 4 above and Paragraph 6 below.

Section #(a) above, or the obligations under this Agreement are accelerated under [Section 4.1(b)] or [Section 4.1(c)] above, the Corporation shall deliver to the TRA Party Representative a schedule (the “Early Termination Schedule”) showing in reasonable detail the calculation of the Early Termination Payment due to each TRA Party. Such Early Termination Schedule shall become final and binding on all Parties consistent with the procedures described in [Section 2.3(a)]. The date on which the Early Termination Schedule becomes final shall be the “Early Termination Effective Date.”

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If # an Early Termination Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to the Transaction or # the Transaction is cancelled or terminated upon the occurrence of an Extraordinary Event (except as a result of # a Nationalization, Insolvency or Merger Event in which the consideration to be paid to all holders of Shares consists solely of cash, # a Merger Event or Tender Offer that is within [[Organization B:Organization]]’s control, or # an Event of Default in which [[Organization B:Organization]] is the Defaulting Party or a Termination Event in which [[Organization B:Organization]] is the Affected Party other than an Event of Default of the type described in [Section 5(a)(iii), (v), (vi), (vii) or (viii)])])])])] of the Agreement or a Termination Event of the type described in Section 5(b) of the Agreement, in each case that resulted from an event or events outside [[Organization B:Organization]]’s control), and if [[Organization A:Organization]] would owe any amount to [[Organization B:Organization]] pursuant to [Section 6(d)(ii) and 6(e)])] of the Agreement (any such amount, a “Payment Obligation”), then [[Organization A:Organization]] shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below) unless # [[Organization B:Organization]] gives irrevocable telephonic notice to [[Organization A:Organization]], confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. (New York City time) on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, as applicable, of its election that the Share Termination Alternative shall not apply, # as of the date of such election, [[Organization B:Organization]] represents that is not in possession of any material non-public information regarding [[Organization B:Organization]] or the Shares, and that such election is being made in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws, and # [[Organization A:Organization]] agrees, in its commercially reasonable discretion, to such election, in which case the provisions of [Section 6(d)(ii) and 6(e)])] of the Agreement, as the case may be, shall apply.