Equity Issuance. Promptly upon receipt by the Borrower of any Equity Issuance Proceeds, the Borrower shall prepay the Borrowings in an aggregate principal amount equal to no less than 50% of such Equity Issuance Proceeds; provided, however, that, unless otherwise agreed to by the Borrower, no prepayment shall be required to be made in respect of a receipt of any Equity Issuance Proceeds if the Total Leverage Ratio as of the end of the fiscal quarter most recently ended prior to such receipt is less than 2.25 to 1.00.

Issue, sell, transfer, pledge or otherwise dispose of any shares of Capital Stock or other equity or ownership interests (“Equity Interests”) in any Subsidiary, except # in connection with the sale of all of the Capital Stock of a Subsidiary pursuant to a transaction permitted by [Section 8.04(b), (b)])] the issuance, sale or transfer of Equity Interests by a Subsidiary (the “Issuing Subsidiary”) to a Credit Party or a Subsidiary of a Credit Party that owns such Issuing Subsidiary, # as needed to qualify directors under applicable law and # in the case of [[Parent Borrower:Organization]] Canada Limited, a Nova Scotia corporation, or any Subsidiary thereof, the issuance of any Equity Interests of [[Parent Borrower:Organization]] Canada Limited or any Subsidiary thereof to employees thereof pursuant to an employee stock purchase plan.

Limitation on Issuance of Equity Interests. Except for the issuance or sale of Qualified Equity Interests, the Senior Notes Debt and the Warrant Transactions by Parent, Borrower will not, and will not permit Parent or any other Subsidiary of Parent to issue or sell or enter into any agreement or arrangement for the issuance or sale of any of its Equity Interests. Notwithstanding the foregoing, ​ Middle East shall be permitted to issue its Equity Interests to UAE Sponsor and enter into all agreements and arrangements in connection with such issuance, so long as # UAE Sponsor at no time holds more than 51% of the total issued and outstanding Equity Interests in ​ Middle East, # ​ Ireland at all times holds 100% of the total issued and outstanding Equity Interests in ​ Middle East not held by UAE Sponsor, # UAE Sponsor's ownership of such Equity Interests in ​ Middle East is subject to the ​ Middle East Governing Documents, # UAE Sponsor and ​ Ireland are party to the ​ Middle East Shareholders Agreement; # pursuant to the ​ Middle East Loan Agreement, UAE Sponsor has created a first fixed charge over its Equity Interests in ​ Middle East in favor of ​ Ireland and has assigned to ​ Ireland all dividends, interest, and other income attaching to its Equity Interests in ​ Middle East or in any way arising out of or in connection with UAE Sponsor's ownership of its Equity Interests in ​ Middle East at any time after the date of such ​ Middle East Loan Agreement, # ​ Ireland has, at all times, a duly executed and effective power of attorney granted by UAE Sponsor in its favor in respect of UAE Sponsor's Equity Interests in ​ Middle East, and ​ Middle East General Manager has, at all times, a duly executed and effective power of attorney granted by ​ Middle East in its favor in respect of the management and operation of ​ Middle East in the Emirate of Abu Dhabi and the United Arab Emirates, in each case, in form and substance satisfactory to Agent (collectively, the "UAE Powers of Attorney"), # UAE Sponsor and ​ Ireland are party to the ​ Middle East Sponsor Services Agreement, and # ​ Ireland and ​ Middle East are party to the ​ Middle East Management Services Agreement.

Limitation on Issuance of Equity Interests. Parent shall not, nor shall it permit any Restricted Subsidiary to, issue or sell any of its Equity Interests, other than # the sale or issuance of Qualified Equity Interests by Parent, # the sale of any Equity Interests of any Restricted Subsidiary which is a Domestic Subsidiary to Parent or any other Domestic Subsidiary which is not an Excluded Subsidiary or to Parent, and # the sale of any Equity Interests of any Restricted Subsidiary which is a Foreign Subsidiary to Parent or any other Restricted Subsidiary which is not an Excluded Subsidiary.

Conduct of Business; Issuance of Equity (a) Engage in any business, other than its business as conducted on the Closing Date and any activities incidental thereto or # issue any Equity Interests other than # any issuance of shares of ​’s Common Stock pursuant to # a stock split approved by ​’s Board or # any employee or director option program, benefit plan or compensation program; # any issuance by a Subsidiary to ​ or another Subsidiary in accordance with [Section 10.2.4]; or # any issuance of shares of ​’s Common Stock in connection with an Acquisition permitted hereunder.

Limitation on Issuance of Equity Interests. Except for the issuance or sale of Qualified Equity Interests, no Borrower shall, and no Borrower shall permit any of its Subsidiaries to, issue or sell any of its Equity Interests.

Equity. Executive will be entitled to accelerated vesting as to one hundred percent (100%) of the then-unvested portion of all of Executive’s outstanding equity awards.

Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards (collectively, the “Equity Documents”), provided, however, and notwithstanding anything to the contrary in the Equity Documents, # any time-based equity award granted to the Executive prior to February 1, 2022 shall immediately accelerate and become fully exercisable or non-forfeitable as of the effective date of a Change in Control (as defined below), provided the Executive remains employed on the effective date of such Change in Control and # Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event during the Change in Control Period (as such terms are defined below) with respect to any equity awards granted to the Executive on or after February 1, 2022.

Equity. Subject to this Section 5, Executive will be granted the Sign-On RSUs, the FY23 RSUs, the TSR PSUs, the SVC PSUs and, if applicable, the Investment RSUs pursuant to the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) as follows:

Equity. As full and complete consideration for performing the Services, the Company shall # if you decide to join the Company’s Board of Directors, recommend at the first meeting of the Company’s Board of Directors following your election as a Director, that the Company grant you an option to purchase 120,000 shares of the Company’s Common Stock at a price per share equal to the fair market value per share of the Common Stock on the date of grant, as determined by the Board of Directors (the “Option”). The shares subject to the Option shall vest twenty-five percent on July 31, 2014 and then in equal monthly amounts thereafter over the following thirty (30) months subject to your continuing service with the Company through each vesting date. Notwithstanding the foregoing, in the event that a successor or acquiring corporation in a change in control does not substitute, convert, exchange or replace the unvested portion of the Option with interests in the successor or acquiring corporation’s incentive compensation plan that are comparable in value to and that have substantially similar rights, preferences and privileges and restrictions of the unvested portion of the Option, the vesting of the unvested portion of the Option shall accelerate, and such shares shall become fully vested on the effective date of such change in control. In addition, if a change in control occurs the vesting of 50% (fifty-percent) of the remaining unvested portion of the Option, if any, shall accelerate immediately. If a change in control triggers accelerated vesting of the Option, the remainder of the unvested Option will continue to vest subject to the Director continuing to provide services as a Director over the term of the Option. The Option shall be subject to the terms and conditions of the Company’s 2013 Equity Incentive Plan and individual stock option agreement thereunder. No right to any stock is earned or accrued until such time that vesting occurs, nor does the grant confer any right to continue vesting or service with the Company.