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 ​ Canada Limited, a Nova Scotia corporation, or any Subsidiary thereof, the issuance of any Equity Interests of ​ 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 ​ 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 ​.

Equity. Subject to this [Section 5], Executive will be granted the Sign-On RSUs, the ​ 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. The Parties hereby confirm that the Executive is the holder of certain equity awards granted under the Company's Third Amended and Restated 2006 Stock Incentive Plan (the "Plan") with respect to Company common stock (the "Equity Awards"). Provided that such Equity Awards continue to remain outstanding as of the Spin-off Effective Date, and provided that the Executive has been in continuous service to the Company, either as a consultant pursuant to [Section 7] below or as an employee through the Spin-off Effective Date, the Company will take such action as is necessary to convert the Equity Awards into equity awards with respect to Spinco common stock, preserving the terms of all such Equity Awards, provided that the number of shares of common stock issuable pursuant thereto and, if applicable, the exercise price, will be adjusted to preserve the economic value of such Equity Awards as of immediately prior to the effectiveness of the spin-off, and, provided, further, that such Equity Awards will continue to vest on the same vesting schedule as in effect as of immediately prior to the effectiveness of the spin-off, except that the vesting and, if applicable, exercisability, of such Equity Awards will be subject to the continued service of the Executive with Spinco as of immediately after the effectiveness of the spin-off. For the avoidance of doubt, Executive shall not be entitled to any further grant of Equity Awards in connection with the Company's ​ Equity Award grants.