Corporate Documents. The Administrative Agent shall have received # a copy, including all amendments thereto, of the charter of Howmet, certified as of a recent date by the Secretary of State or other appropriate official of its jurisdiction of incorporation and a certificate as to the good standing of Howmet as of a recent date, from such Secretary of State or other official; # a certificate of the Secretary or Assistant Secretary of Howmet dated the Amendment No. 4 Effective Date and certifying # that attached thereto is a true and complete copy of the by-laws of Howmet as in effect on the Amendment No. 4 Effective Date showing all amendments thereto since the date of the resolutions described in clause (B) below, # that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of Howmet authorizing the execution, delivery and performance of this Amendment and the borrowings by Howmet hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, # that the charter of Howmet has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to [clause (i) above] and # as to the incumbency and specimen signature of each officer executing this Amendment or any other document delivered in connection herewith on behalf of Howmet; # a certificate of another officer of Howmet as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to [clause (ii) above]; and # such other documents as the [[Organization B:Organization]] or Weil, Gotshal & Manges LLP, counsel for the Administrative Agent may reasonably request; provided that the charter referenced in [clause (i) above] and the bylaws referenced in clause (ii) shall not be required to be delivered to the extent the Secretary or Assistant Secretary of Howmet certifies that such documents are unchanged since last delivered to the Administrative Agent.

Corporate Actions. This Award shall not affect in any way the right or power of the Board or stockholders of the Company to make or authorize an adjustment, recapitalization or other change in the capital structure or the business of the Company, any merger or consolidation of the Company or subsidiaries, any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Stock, the dissolution or liquidation of the Company, any sale or transfer of all or part of its assets or business or any other corporate act or proceeding. The shares of Stock granted hereunder shall be subject to adjustment in accordance with [Section 5.7] of the Plan.

Corporate Documents. Such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the ​, the authorization of the Transactions and any other legal matters relating to the ​, this Agreement or the Transactions.

Corporate Existence. The Company will, so long as the Buyer beneficially owns any of the Securities, maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction # assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and # is a publicly traded corporation whose Common Stock is listed for trading or quotation on the Principal Market, any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE MKT.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except with the prior written consent of the Buyer.

Change its jurisdiction of organization and/or organization and/or organizational identification number (if any), change its corporate name; or

Corporate Transactions. In the event of a Corporate Transaction, the Administrator or the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”), shall, as to the unexercised portion of the Option, either # make appropriate provision for the continuation of the Option by substituting on an equitable basis for the Shares then subject to the Option either the consideration payable with respect to the outstanding Shares in connection with the Corporate Transaction or securities of any successor or acquiring entity; or # upon written notice to the Participant, provide that the Option must be exercised (to the extent then exercisable, within a specified number of days of the date of such notice, at the end of which period the Option shall terminate); or # terminate the Option in exchange for payment of an amount equal to the consideration payable upon consummation of such Corporate Transaction to the holder of the number of Shares into which the Option would have been exercisable (either # to the extent then exercisable or, # at the discretion of the Administrator, any such Options being made partially or fully exercisable for purposes of this Subclause) less the aggregate exercise price thereof. For purposes of determining the payments to be made pursuant to Subclause # above, in the case of a Corporate Transaction the consideration for which, in whole or in part, is other than cash, the consideration other than cash shall be valued at the fair value thereof as determined in good faith by the Board of Directors. For the avoidance of doubt, if the per share exercise price of the Option or portion thereof is equal to or greater than the Fair Market Value of one Share of Class A common stock, such Option may be cancelled with no payment due hereunder or otherwise in respect thereof. Except as the Administrator may otherwise determine, the Option will automatically terminate immediately upon the consummation of a Corporate Transaction,

Corporate Successors. The Plan and the obligations of HP under the Plan shall become the responsibility of any successor to HP by reason of a transfer or sale of substantially all of the assets of HP or by the merger or consolidation of HP into or with any other corporation or other entity.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance # by the [[Organization A:Organization]] of this Agreement and each other Loan Document to which it is a Party, and # by [[Organization C:Organization]] of the [[Organization C:Organization]] Guarantee shall have been duly and effectively taken, and evidence thereof satisfactory to the [[Organization B:Organization]] shall have been provided to the [[Organization B:Organization]].

Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty one percent (51%) of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the Board or other governing body of such surviving entity;