Termination Events. This Agreement may be terminated prior to the Closing:

Termination Events. This Agreement will terminate at the earlier of # the time that all of the Notes in the Offering have been sold, or # the time that this Agreement is terminated pursuant to Section 10(b) or 10(c) below.

Other Termination Events. Units not yet vested (and any related Dividend Equivalents) shall be automatically and immediately forfeited to the Company upon the Employee’s ceasing to be employed by the Company and its Subsidiaries for any reason whatsoever, other than death or Retirement of the Employee or except as otherwise determined by the Committee.

Within five Exchange Business Days immediately following any Repurchase Event (as defined below), [[Organization B:Organization]] may notify [[Organization A:Organization]] of such Repurchase Event, in each case, including the number of Convertible Securities subject to such Repurchase Event, or, if less, the number of Convertible Securities subject to a Repurchase Event that [[Organization B:Organization]] elects to be subject to the provisions of [Section 8(b)] (any such notice, a “Convertible Securities Repurchase Notice”) [; provided further that any “Convertible Securities Repurchase Notice” delivered to [[Organization A:Organization]] pursuant to the Base Call Option Transaction Confirmation shall be deemed to be a Convertible Securities Repurchase Notice pursuant to this Confirmation and the terms of such Convertible Securities Repurchase Notice shall apply, mutatis mutandis, to this Confirmation]46. Notwithstanding anything to the contrary in this Confirmation, the receipt by [[Organization A:Organization]] from [[Organization B:Organization]] of # any Convertible Securities Repurchase Notice, and # a written representation and warranty by [[Organization B:Organization]] that, as of the date of such Convertible Securities Repurchase Notice, [[Organization B:Organization]] is not in possession of any material nonpublic information regarding [[Organization B:Organization]] or the Shares and that such Repurchase Event and the delivery of such Convertible Securities Repurchase Notice are each being made in good faith and not as part of a plan or scheme to evade compliance with federal securities laws, in each case, within the applicable time period se

Certain Termination Events. In the event that Your termination of employment occurs as result of your death, Disability (as defined in that certain Amended and Restated Employment Agreement by and between You and the Company, effective as of September 1, 2021, the “Employment Agreement”)), by the Company without Cause (as defined in the Employment Agreement) or by You for Good Reason (as defined in the Employment Agreement) (each, a “Termination Event”), Your unvested RSUs will vest in full on the date of such a Termination Event.

Forbearance Termination Events. Nothing set forth herein or contemplated hereby is intended to constitute an agreement by the Administrative Agent or the Lenders to forbear from exercising any of the rights and remedies available to them under the Credit Agreement, the other Loan Documents or applicable law (all of which rights and remedies are hereby expressly reserved by the Administrative Agent and the Lenders) upon or after the occurrence of a Forbearance Termination Event. As used herein, “Forbearance Termination Event” shall mean the occurrence of any of the following:

All unvested RSUs will vest on the date of Your termination of employment in the event Your employment is terminated for any of the following reasons:

Other Termination Events. The Executive hereby agrees that no severance compensation shall be payable upon termination of the Executive’s employment with the Company # by the Company with Cause; # by the Executive without Good Reason; or # as a result of the Executive’s death or Permanent Disability, and the Executive hereby waives any claim for severance compensation except as set forth in Section 4(b).

Termination. The provisions of this Section 4 shall terminate upon the earlier of the following events:

The occurrence of any of the following events or circumstances shall immediately and automatically constitute a termination event with respect to the Forbearance (each, a “Forbearance Termination Event”):

Section # Termination. This Agreement shall terminate prior to the expiration of the Term hereof upon the occurrence of any one of the following events (each a “Termination Event”):

For purposes of the Plan, the following events shall not be deemed a termination of Service Relationship:

Mandatory Prepayment Events. Prompt written notice of the occurrence of # any Asset Disposition or Event of Loss with respect to which the Borrower is required to make a mandatory prepayment or an offer to prepay or make a deposit in the WAPCo Settlement Account pursuant to Section 2.06(c)(i) and (ii) any incurrence or issuance of any Debt with respect to which the Borrower is required to make a mandatory prepayment pursuant to Section 2.06(c)(ii); and

Events of Default. The occurrence of any of the following events shall constitute an “Event of Default” under any Loan Document:

Events of Default. Each of the following events shall be a default (“Default”) by Tenant under this Lease:

Events of Default. An “Event of Default” will occur if:

Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: # if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, # the Company shall offer to all the holders of its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or # a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed. Failure to give such notice shall not invalidate any such action.

Events of Default. An “Event of Default” is: # a default in payment of any amount due hereunder which default continues for more than 5 Trading Days after the due date; # a default in the timely issuance of underlying shares upon and in accordance with terms of [Section 1.00], which default continues for 2 Trading Days after [[Organization A:Organization]] has failed to issue shares or deliver stock certificates within the 3rd Trading Day following the Conversion Date; # if [[Organization A:Organization]] does not issue the press release or file the Current Report in accordance with the provisions and the deadlines referenced [Section 4.00(h)]; # failure by [[Organization A:Organization]] for 3 days after notice has been received by [[Organization A:Organization]] to comply with any material provision of this Note; # failure of [[Organization A:Organization]] to remain compliant with DTC, thus incurring a “chilled” status with DTC; # any default of any mortgage, indenture or instrument which may be issued, or by which there may be secured or evidenced any indebtedness, for money borrowed by [[Organization A:Organization]] or for money borrowed the repayment of which is guaranteed by [[Organization A:Organization]], whether such indebtedness or guarantee now exists or shall be created hereafter; # if [[Organization A:Organization]] is subject to any Bankruptcy Event; # any failure of [[Organization A:Organization]] to satisfy its “filing” obligations under Securities Exchange Act of 1934, as amended (the “1934 Act”) and the rules and guidelines issued by OTC Markets News Service, OTCMarkets.com and their affiliates; # failure of [[Organization A:Organization]] to remain in good standing under the laws of the State of Delaware; # any failure of [[Organization A:Organization]] to provide [[Organization B:Organization]] with information related to its corporate structure including, but not limited to, the number of authorized and outstanding shares, public float, etc. within 1 Trading Day of request by [[Organization B:Organization]]; # failure by [[Organization A:Organization]] to maintain the Required Reserve in accordance with the terms of [Section 1.00(e)]; # failure of Company’s Common Stock to maintain a closing bid price in its Principal Market for more than 3 consecutive Trading Days; # any delisting from a Principal Market for any reason; # failure by Company to pay any of its Transfer Agent fees in excess of $2,000 or to maintain a Transfer Agent of record; # failure by Company to notify [[Organization B:Organization]] of a change in Transfer Agent within 24 hours of such change; # any trading suspension imposed by the United States Securities and Exchange Commission (the “SEC”) under [Sections 12(j) or 12(k)])] of the 1934 Act; # failure by [[Organization A:Organization]] to meet all requirements necessary to satisfy the availability of Rule 144 to [[Organization B:Organization]] or its assigns, including but not limited to the timely fulfillment of its filing requirements as a fully-reporting issuer registered with the SEC, requirements for XBRL filings, and requirements for disclosure of financial statements on its website; # failure by [[Organization A:Organization]] to file with the SEC within 90 days of the Issuance Date of this Note a registration statement covering 300% of the shares underlying this Note or the maximum amount allowed by the SEC; or # failure by [[Organization A:Organization]] to have a registration statement covering the shares underlying this Note to be declared effective by the SEC by the 210th date from the Issuance Date of this Note.