If the Company recapitalizes, reclassifies its capital stock, or otherwise changes its capital structure (a “recapitalization”) without the occurrence of a Change in Control, the number and class of shares of stock covered by an Award theretofore granted shall be adjusted so that such Award shall thereafter cover the number and class of shares of stock and securities to which the holder would have been entitled pursuant to the terms of the recapitalization if, immediately prior to the recapitalization, the holder had been the holder of record of the number of shares of Stock then covered by such Award and the share limitations provided in Sections 4 and 5 shall be adjusted in a manner consistent with the recapitalization.

Corporate Information. It has received all information which he considers necessary or appropriate for deciding to make an investment in the Company as contemplated herein.

Corporate Change. In the event that a Corporate Change occurs prior to any portion of the Restricted Stock Units becoming vested, 100% of the unvested Restricted Stock Units shall immediately become vested and shall be settled as set forth in Section 5.

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 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 on the OTC MARKETS, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

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 Documents. The Administrative Agent shall have received # a recently dated certificate as to the good standing of the Borrower under the laws of its jurisdiction of incorporation, and # a certificate of the secretary or assistant secretary of the Borrower certifying # that attached thereto are true and complete copies of # the certificate of incorporation, certificate of formation or equivalent formation document of the Borrower, and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, # the bylaws, operation agreement, limited liability company agreement or equivalent document of the Borrower as in effect on the First Amendment and Restatement Effective Date, and # the resolutions of the board of directors (or other appropriate governing body) of the Borrower, authorizing the borrowings contemplated hereunder, the execution, delivery and performance of this Agreement and the other Loan Documents to which the Borrower are contemplated to be a party, and # as to the incumbency and genuineness of the signature of each officer of the Borrower executing Loan Documents.

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 Proceedings. The Agent shall have received, with a copy for each Bank, a copy of the resolutions, in form and substance reasonably satisfactory to the Agent, of the Board of Directors of ​ authorizing # the execution, delivery and performance of this Agreement and # the borrowings contemplated hereunder, certified by the Secretary or an Assistant Secretary of ​ as of the Closing Date, which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded and shall be in form and substance reasonably satisfactory to the Agent.

Corporate Documents. The Agent shall have received, with a copy for each Bank, true and complete copies of the certificate of incorporation and by-laws of ​, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of ​.

Required Consents. No consent shall be required for any assignment except to the extent required by [subsection (b)(i)(B)] of this Section and, in addition: