Notice of Change in Control or Control Event. The Constituent Companies will, within 10 Business Days after any Responsible Officer of either thereof has knowledge of the occurrence of any Change in Control or any Control Event, give written notice of such Change in Control or Control Event to each holder of Notes unless notice in respect of such Change in Control (or the Change in Control contemplated by such Control Event) shall have been given pursuant to [Section 8.7(b)]. If a Change in Control has occurred, such notice shall contain and constitute an offer by the Issuer to prepay Notes as described in [Section 8.7(c)] and shall be accompanied by the certificate described in [Section 8.7(g)].

Termination Upon Change in Control Event. If the Company terminates the Plan within thirty days preceding or twelve months following a Change in Control Event, the Deferred Compensation Account of each Participant shall become payable to the Participant in a lump sum within twelve months following the date of termination, subject to the requirements of Section 409A of the Code.

Subject to any required action by the Members of the Company, in the event that any dividend, recapitalization, unit split, reverse unit split, reorganization, merger, consolidation, split‑up, spin-off, division, combination, repurchase, or exchange of Common Units or other securities of the Company, other distribution of Common Units or other securities of the Company without the receipt of consideration by the Company, or other change in the organizational structure of the Company affecting the Common Units occurs, the Board, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, will adjust the number, class, and Participation Threshold of Incentive Unit Equivalents.

Termination Event. The occurrence of a Purchase and Sale Termination Event under the Sale Agreement.

The term “Insolvency Event” shall mean circumstances under which a Party # has a receiver or similar officer appointed over all or a material part of its assets or undertaking; # passes a resolution for winding-up (other than a winding-up for the purpose of, or in connection with, any solvent amalgamation or reconstruction) or a court makes an order to that effect or a court makes an order for administration (or any equivalent order in any jurisdiction), which order is not dismissed within thirty (30) days; # enters into any composition or arrangement with its creditors (other than relating to a solvent restructuring); # ceases to carry on business; # is unable to pay its debts as they become due in the ordinary course of business.

Vesting Event. The following Vesting Event has occurred on or around [●], 20​.

Termination Event. No Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event has occurred and is continuing.

A “Terminating Event” shall mean any of the events provided in this Section 3:

Triggering Event. If a Triggering Event occurs at any time during the Performance Period, # the vesting of the Performance Stock Units shall not accelerate notwithstanding anything to the contrary in the Plan or any agreement with Participant; # the Performance Period will be deemed to have been terminated immediately before the Triggering Event; # if Participant’s Continuous Service Status is terminated on the date of the Triggering Event or at any time within the two (2) years following the date of the Triggering Event either # by the Company for Without Cause or # by Participant for Good Reason, then the Company will pay Participant an amount in cash equal to the Vesting Percentage (as provided in this Section 8) multiplied by the Performance Stock Units covered by this Award within thirty (30) days following Participant’s termination of Continuous Service Status (subject to delay to the extent required in [Section 26] of the Plan or Section 9 of this Agreement); provided that for the purposes of calculating the foregoing cash amount, the Vesting Percentage shall be determined based upon a Performance Factor using a Performance Price equal to the highest per Share price offered to stockholders of the Company in the transaction constituting such Triggering Event and provided further that if the resulting Performance Factor that is less than the Minimum Performance Factor, the Vesting Percentage shall be zero and the Performance Stock Units and any rights under this Agreement, including under this Section 8, shall be terminated as of the date of such Triggering Event without payment of any consideration therefor; and # the Performance Stock Units shall not be settled in Shares and all rights of Participant under this Agreement and to Shares shall terminate as of date of the Triggering Event and the sole payment shall be cash. Notwithstanding any other provision of this Agreement, if a Triggering Event occurs at any time following the Performance Period but during the Restricted Period, the Restricted Stock issued in accordance with Section 2(b) will fully (100%) vest and the Restrictions shall lapse on the Restricted Stock to the extent such Restrictions have not already lapsed pursuant to Section 6 such that the Restricted Stock will no longer be subject to the restrictions of, and risk of forfeiture under, this Agreement. [Insert in CEO Awards: For the purposes of this Section 8, the terms “Without Cause” and “Good Reason” have the respective meanings ascribed to them in the offer letter agreement with Participant dated September 17, 2018, as modified by Section 15(i) of this Agreement.] [Insert in Other Awards: For the purposes of this Section 8, the term “Without Cause” has the meaning ascribed to it in the offer letter agreement with Participant dated ​ and the term “Good Reason” has the meaning ascribed to it in [Exhibit A], as modified by Section 15(i) of this Agreement.] As a condition to receipt of any amounts under this Section 8, Participant must execute a general release of claims in favor of the Company, its Affiliates and Subsidiaries, successors and permitted assigns, and their respective officers and directors in a form provided by the Company within five (5) business days of termination of Continuous Service Status. If Participant does not execute the release within the time period set forth in the release (the “Release Execution Period”), Participant will be deemed to have waived any right to payment under this Section 8. If the Release Execution Period begins in one taxable year and ends in another taxable year, payment will not be made until the beginning of the second taxable year.

Insolvency Event. An Insolvency Event has occurred with respect to any Seller, Guarantor or any Affiliate thereof.