becomes the holding company of the Company within the meaning of Section 1159 of the Companies Act of 2006;

“Excluded Subsidiary” means Domestic Subsidiaries that are # directly or indirectly owned by a Foreign Subsidiary that is a CFC or # Foreign Subsidiary Holding Companies.

The Borrower ceases to own (directly or indirectly) 100% of the shares in any Distribution Company.

Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

Post-Exercise Holding Period. The ​ must hold the Shares resulting from the exercise of the Options, net of exercise costs and taxes, until the first anniversary of the exercise date (the “Post-Exercise Holding Period”). This obligation applies to _Person A:Person_s who are providing Service at the time of exercise, as well as those who exercise on or after the date of their termination of Service. The ​ reserves the right to place a restrictive legend on such Shares for the duration of the Post-Exercise Holding Period. During the Post-Exercise Holding Period, the Shares resulting from the exercise of the Options, net of exercise costs and taxes, may not be used by the ​ to satisfy the ​’s stock ownership guidelines.

Holding Period of Dilution Shares. For purposes of Rule 144, the holding period of the Dilution Shares issued pursuant to [Section 4.19], shall be deemed to have commenced on the Closing Date.

Parent as a Holding Company. Parent is a holding company and does not have any material liabilities (other than liabilities arising under the Loan Documents, the Senior Notes Documents, the Convertible Bond Hedge Documents and the Warrant Transaction Documents to which it is a party), own any material assets (other than # as of the Closing Date, the Equity Interests of Borrower, # at any time after the Closing Date, the Equity Interests of Borrower and any other Subsidiary (provided that Borrower has complied with [Section 5.11] with respect to each such Subsidiary) acquired in connection with the consummation of Permitted Acquisitions, # proceeds of issuances of Equity Interests to the extent such issuances are permitted under this Agreement, # proceeds of Restricted Payments received from Subsidiaries and permitted under this Agreement, so long as the proceeds of any such Restricted Payment are used substantially concurrently by Parent for such permitted purpose, # its rights under the Convertible Bond Hedge Documents, and # the Parent Trademark) or engage in any operations or business (other than the ownership of Borrower and its Subsidiaries and its operations as a holding company expressly permitted to be engaged in by Parent under this Agreement).

“Financial Sponsor” means any entity, including any subsidiary of another entity, whose principal business activity is acquiring, holding and selling investments (including controlling interests) in otherwise unrelated companies that each are distinct legal entities with separate management, books and records and bank accounts, whose operations are not integrated one with another and whose financial condition and creditworthiness are independent of the other companies so owned by such entity.

“Permitted Holders” means the collective reference to the Sponsor and its Control Investment Affiliates (but excluding any operating portfolio companies of the foregoing), managers and members of management of Parent or any Parent Holding Company and their respective Subsidiaries that have ownership interests in Parent or such Parent Holding Company (for so long as the ownership interests held by such managers or members of management are less than the ownership interests held by the Sponsor).

Effect of Plans Operated by Acquired Companies. If a company acquired by the Company or any Affiliate or with which the Company or any Affiliate combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan. Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Eligible Persons prior to such acquisition or combination.