Completion of Transaction; Repayment of PIK Loan. The Administrative Agent shall have received satisfactory evidence that the transactions contemplated by the Transaction have been completed, including the repayment or forgiveness in full of the PIK Loan (including all principal, interest, PIK interest and other amounts due thereunder) and the release of the preferred mortgages over each of the Vessels securing the PIK Loan.

Transaction. The following provisions shall apply to Stock Awards in the event of a Transaction unless otherwise provided in the instrument evidencing the Stock Award or any other written agreement between the Company or any Affiliate and the Participant or unless otherwise expressly provided by the Board at the time of grant of a Stock Award. In the event of a Transaction, then, notwithstanding any other provision of the Plan, the Board shall take one or more of the following actions with respect to Stock Awards, contingent upon the closing or completion of the Transaction:

Completion of Proceedings. All partnership, corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto shall be satisfactory in form and substance to the Administrative Agent and counsel to Administrative Agent, and the Administrative Agent, and counsel to Administrative Agent shall have received all such counterpart originals or certified copies of such documents as they may reasonably request.

“Completion”. Completion means, with respect to any clinical trial, the earlier of the date on which # a final study report is issued that confirms that the efficacy endpoints with respect to such trial support Regulatory Approval in the United States or # TransTech elects to proceed to the next phase of Development without regard to the contents of such final study report.

Completion. A year of Vesting Service shall be deemed completed as of the date in the computation period that the employee completes one thousand (1,000) Hours of Service. (Fractional years of Vesting Service shall not be credited.)

. If Ovid elects to participate in the Divestment Transaction process, Takeda shall negotiate with Ovid on a non-exclusive basis the terms of such Divestment Transaction, provided, that Takeda shall have the right at any time to complete the Divestment Transaction with a Third Party or cease negotiations with Ovid with respect thereto.

Transaction. The following provisions will apply to Awards in the event of a Transaction unless otherwise provided in the instrument evidencing the Award or any other written agreement between the Company or any Affiliate and the Participant or unless otherwise expressly provided by the Board at the time of grant of an Award.

Completion of Conversion. A conversion of Eligible LTIP Units for which the holder thereof has given a Conversion Notice or the General Partner, on behalf of the Partnership, has given a Forced Conversion Notice shall occur automatically after the close of business on the applicable Conversion Date without any action on the part of such LTIP Unitholder, as of which time such LTIP Unitholder shall be credited on the books and records of the Partnership with the issuance as of the opening of business on the next day of the number of Common Units issuable upon such conversion. After the conversion of Eligible LTIP Units as aforesaid, the Partnership shall deliver to such LTIP Unitholder, upon his or her written request, a certificate of the General Partner certifying the number of Common Units and remaining LTIP Units, if any, held by such person immediately after such conversion.

Transaction. The following provisions shall apply to Stock Awards in the event of a Transaction unless otherwise provided in the instrument evidencing the Stock Award or any other written agreement between the Company or any Affiliate and the Participant or unless otherwise expressly provided by the Board at the time of grant of a Stock Award. In the event of a Transaction, then, notwithstanding any other provision of the Plan, the Board shall take one or more of the following actions with respect to Stock Awards, contingent upon the closing or completion of the Transaction:

. If Takeda elects to participate in the Royalty Monetization Transaction process, Ovid shall negotiate with Takeda on a non-exclusive basis the terms of such Royalty Monetization Transaction, provided, that Ovid shall have the right at any time to complete the Royalty Monetization Transaction with a Third Party or cease negotiations with Takeda with respect thereto.