any award under the Plan has been received by a [Section 16] Officer or former [Section 16] Officer of the Company;

If the Board, in its sole discretion, determines that:

This Section XI shall apply to incentive awards granted to all Participants in the Plan. Notwithstanding anything in the Plan or the Rules and Regulations to the contrary, if KRC is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirements under the securities laws, KRC or the Administrator may, or shall if required, take action to recover incentive-based compensation from specific executive officers in accordance with its guidelines and policies, as they may be amended or substituted from time to time, and in accordance with applicable law and applicable rules of the Securities and Exchange Commission and the New York Stock Exchange.

Material Adverse Effect. A Material Adverse Effect shall have occurred, as determined by [[Organization B:Organization]] in its sole good faith discretion and not been waived in writing; or

Material Adverse Effect. The Parent and the Company shall promptly advise the Purchaser in writing of the occurrence of any matter or event occurring on or after the date of this Agreement and prior to each Closing that may reasonably be expected to result in a Material Adverse Effect.

Material Adverse Effect. Since January 31, 2019, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Material Adverse Effect. Any Material Adverse Effect occurs;

Material Adverse Effect. Any event or occurrence happens which results in or causes, or is reasonably likely to result in or cause, a Material Adverse Effect.

No Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to the Company since the date of this Agreement.

No Material Adverse Effect. On or prior to the Closing Date, there shall have been no occurrence (including, without limitation, a breach of the representations and warranties or covenants of ​ contained in this Agreement (including the schedules hereto)) that has resulted in or is reasonably likely to result in a ​ Material Adverse Effect or a Bank Material Adverse Effect.