Required Consents. No consent shall be required for any assignment except to the extent required by paragraph (b)(i)(B) of this Section and, in addition, # the consent of the ​ (such consent not to be unreasonably withheld or delayed) shall be required unless # an Event of Default has occurred and is continuing at the time of such assignment or # such assignment is to a ​ or an Affiliate of a ​; provided that the ​ shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received electronically, by hand or by overnight courier, at the notice address specified by the ​ in [Section 8.02], a written request for such consent and # the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a ​ or an Affiliate of such ​.

Required Consents. No consent shall be required for any assignment except to the extent required by ​ of this Section and, in addition:

Procedures Required. Each communication given or delivered under this Agreement must be in writing and may be given by personal delivery or by certified mail. A written communication shall be deemed to have been given on the date it shall be delivered to the address required by this Agreement.

Votes Required. The affirmative vote of a majority of all the votes entitled to be cast by the holders of Parent Common Stock (the “Parent Stockholder Approval”) are the only votes or consents required of the holders of any class or series of the Parent Common Stock or other securities of or equity interests in Parent required to approve Buyer’s purchase of the Purchased Shares and the issuance of securities as contemplated by this Agreement.

Required Withholding. The Committee in its sole discretion may provide for when taxes are to be withheld in connection with the Option (the “Tax Date”). The Grantee may elect to make payment for the withholding of federal, state and local taxes, including Social Security and Medicare (“FICA”) taxes by one or a combination of the following methods:

Required Notice. A termination for Cause shall be effective only if the Company gives Employee written notice of termination for Cause, describing Employee's acts or omissions that are believed to constitute Cause.

Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder, if applicable.

Required Consent. The Company may not modify any of the terms of this Note without the prior written consent of the Holder.

Recipient may disclose the Discloser’s Confidential Information if compelled to do so by a court, administrative agency or other tribunal of competent jurisdiction or required to do so under Applicable Law, provided however, that in such case Recipient shall # provide prompt written notice to Discloser in advance of the disclosure, to the extent reasonably possible, so that Discloser may seek confidential or protective treatment thereof, # cooperate with Discloser, as reasonably requested thereby, in seeking confidential or protective treatment of such information, and # only disclose that portion of such Confidential Information that, based on the reasonable advice of its legal counsel, is required to be disclosed. In the event that Discloser’s Confidential Information is required to be disclosed pursuant to this paragraph, Recipient shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such Confidential Information.

At any time after the date which is six (6) months after the closing of the Company’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement, a Stockholder or Stockholders holding at least 25% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 (or any successor form) of Registrable Shares owned by such Stockholders having an aggregate offering price of at least ​ (based on the market price or fair value at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-1 (or any successor form) of all Registrable Shares which the Company has been requested to so register.