Cessation of Participation. Effective as of January 1, 2019, Participants who cease to be Employees due to the sale of Gulf Power Company will cease to be eligible to actively participate in the Plan.

Cessation of Participation. Effective as of November 18, 2022, # Golden Triangle Storage, Inc. and its direct and indirect subsidiaries will cease to be affiliated companies of Southern Company Gas for purposes of determining Employing Company status under the Plan; and # Participants who cease to be Employees due to the sale of Golden Triangle Storage, Inc. will cease to be eligible to actively participate in the Plan.

Cessation of Participation. Effective as of March 24, 2020, # Pivotal LNG, Inc. and its direct and indirect subsidiaries will cease to be affiliated companies of Southern Company Gas for purposes of determining Employing Company status under the Plan; and # Participants who cease to be Employees due to the sale of Pivotal LNG, Inc. will cease to be eligible to participate in the Plan.

Cessation of Participation. Effective as of July 1, 2021, # Sequent Energy Management, LP and Sequent Energy Canada Corp. and their direct and indirect subsidiaries will cease to be affiliated companies of Southern Company Gas for purposes of determining Employing Company status under the Plan; and # Participants who cease to be Employees due to the sale of Sequent Energy Management, LP and Sequent Energy Canada Corp., will cease to be eligible to actively participate in the Plan.

Cessation. Immediately following the admission of Purchaser as the sole member of the Blocker described in Section 2 of this Agreement, Blocker Parent does hereby cease to be a member of the Blocker and shall cease to have or exercise any right or power of a member of the Blocker.

Participation. The Administrator may, from time to time, select from among all Eligible Individuals, those to whom one or more Awards shall be granted and shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan. No Eligible Individual shall have any right to be granted an Award pursuant to the Plan.

Participation. Participation in any such increase in the Aggregate Commitments may be offered to each of the existing Lenders, but no such Lender shall have any obligation to provide all or any portion of any such increase in the Aggregate Commitments. The Borrowers may invite additional Eligible Assignees to join this Agreement as Lenders hereunder for any portion of such increase in the Aggregate Commitments; provided that such Eligible Assignees shall enter into such lender joinder agreements to give effect thereto as the Administrative Agent may reasonably request.

Participation. Subject to the terms and conditions of the Plan, the Committee shall determine and designate, from time to time, from among the Eligible Employees, those persons who will be granted one or more Awards under the Plan, and thereby become “Participants” in the Plan. In the discretion of the Committee, a Participant may be granted any Award permitted under the provisions of the Plan, and more than one Award may be granted to a Participant. Awards may be granted as alternatives to or replacement of awards outstanding under the Plan, or any other plan or arrangement of the Company or a Related Company (including a plan or arrangement of a business or entity, all or a portion of which is acquired by the Company or a Related Company).

PARTICIPATION. No Employee or Nonemployee Director shall have the right to be selected to receive an Award under this Plan or, having been so selected, to be selected to receive a future Award.

Participation Register. Each Lender that sells a participation, acting solely for this purpose as a nonfiduciary agent of the ​, shall maintain a register for the recordation of the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in its rights and other obligations under this Agreement (the "Participation Register"); provided that no Lender shall have any obligation to disclose all or any portion of the Participation Register to any Person (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under [Section 5f.103(e)] of the United States Treasury Regulations.

Participation Right. Axsome shall have the right (and may extend such right to its Upstream Licensors) and Licensee shall and shall cause its Affiliates and Sublicensees, as applicable to allow Axsome and Axsome’s Upstream Licensors to # participate in all meetings, telephone or video calls, discussions and correspondences with any Governmental Authority with respect to any Licensed Product, # participate in meetings, telephone or video calls held in preparation for such meetings or communication with any Governmental Authorities; # participate in the preparation and review of minutes of such meetings with any Governmental Authorities, # review and comment (which comments Licensee shall consider in good faith and shall not unreasonably refuse to address) upon all regulatory filings with respect to any Licensed Product and # receive regular updates to any and all regulatory matters relating to the Licensed Product in the Territory. Licensee shall promptly notify Axsome of any notices and inspections or any issues raised by any Regulatory Authority with respect to any regulatory filings or Licensed Products, and Licensee shall promptly notify Axsome of the resolution thereof. Axsome shall be free to share all such information with its Upstream Licensors.

Participation Percentage. Throughout the term of this Agreement, the Participation Percentage of the Limited Partners is fifty percent (50%) (allocated to each Limited Partner in proportion to his Limited Partnership Percentage) and the Participation Percentage of the General Partner is fifty percent (50%).

Participation Interests. The Value attributable to any Participation Interest shall be the Value determined with respect to the underlying portfolio investment related to such Participation Interest in accordance with this [Section 5.12], provided any participation interest that does not satisfy the definition of Participation Interest shall have a Value of zero (0) for purposes of this Agreement.

Participation Requirements. Each Employee shall become a Participant on the date that he or she becomes an Eligible Employee, provided that such Eligible Employee complies with any enrollment procedures established by the Committee.

ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the Committee may, from time to time, select from all eligible Employees and Nonemployee Directors those to whom Awards shall be granted and shall determine the nature and amount of each Award.

Subject to the provisions of [Section 7.1.d]) hereinabove, the Parties’ initial share participation in the Joint Venture shall be as follows (the “Initial Participation”):

Rights of Participation. The failure of the Borrower to fully satisfy its obligations to the Holder under [Section 5(c)] and/or [Section 5(d)] of the Purchase Agreement.

Right of Participation. If, at any time after the Conversion of the Series A Preferred Stock to Common Stock of HWC, HWC proposes to issue equity securities in exchange for cash, HWC will so notify PTG and will afford to PTG the opportunity to purchase such portion of the offered securities as equals the portion of HWC’s fully-diluted common shares owned by PTG. HWC will hold the offer open for no less than five business days, during which PTG must designate the number of securities, if any, it chooses to purchase. Payment for such securities will be due according to the schedule applicable to the offering.

A Participant shall terminate active participation in the Plan upon any of the following events: