Mandatory Prepayment upon a Change of Control. In the event of a Change of Control, the outstanding Principal plus any accrued and unpaid interest thereon, in each case, that has not otherwise been repaid, prepaid or converted in accordance with this Note, shall automatically be due and payable immediately prior to the close of such Change of Control. The Company shall deliver to the Holder notice of a Change of Control (the “Change of Control Notice”) not less than ten (10) calendar days prior to any anticipated Change of Control effective date (the “Anticipated Change of Control Date”); provided, that if the Company does not have ten (10) calendar days’ prior knowledge of such Change of Control, it shall provide such notice as soon as practicable after obtaining knowledge thereof. For purposes of this Section 1(c), “Change of Control” shall mean # any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities; # the consummation of the sale or disposition by the Company of all or substantially all of the Company's assets; or # the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

Mandatory Prepayment. Subject to Section 22 hereof, upon the occurrence of a Mandatory Prepayment Trigger Event, the Borrower shall prepay the then outstanding Loans and accrued interest thereon.

Mandatory Prepayment. If # the Borrower does not deliver such Restoration or Replacement Plan and the accompanying deliveries referred to in [Section 4.6(b)(ii)] within such sixty (60) day period, or # after the completion of any repair or restoration of assets with Insurance Proceeds and Condemnation Proceeds, there are excess Insurance Proceeds and Condemnation Proceeds on deposit in or standing to the credit of the Insurance, Condemnation and Extraordinary Proceeds Account, the Lender may, by delivery of written notification to the Accounts Bank, request the transfer of an amount equal to such Insurance Proceeds and Condemnation Proceeds to the Lender, to be applied by the Lender as a prepayment of the Loans pursuant to [Section 3.08(a)(i)] of the Credit Agreement. Upon receipt of such written notification from the Lender, the Accounts Bank shall cause funds held in the Insurance, Condemnation and Extraordinary Proceeds Account to be applied pursuant to the instructions set forth in such written notification.

Mandatory prepayment - change of control

Clause 8.1 (Mandatory prepayment – illegality), Clause 8.2 (Mandatory prepayment – change of control), sub-clause 8.3.3 of Clause 8.3 (Voluntary prepayment) or Clause 32 (Pro rata sharing);

Mandatory Prepayment Upon an Acceleration. If the Growth Capital Advances are accelerated following the occurrence and during the continuance of an Event of Default, Co-Borrowers shall immediately pay to Bank an amount equal to the sum of # all outstanding principal, plus accrued and unpaid interest with respect to Growth Capital Advances, # the Final Payment, # the Prepayment Fee, and # all other sums, if any, that shall have become due and payable hereunder in connection with the Growth Capital Advances.

Mandatory Prepayment Upon Triggering Events. Upon the occurrence of a Triggering Event (as defined below), the Payee shall have the right (in addition to all other rights it may have hereunder under this Note or under applicable law), exercisable by the Payee or the Agent in accordance with the Intercreditor Agreement, to require the Maker to prepay all or a portion of the outstanding principal amount of this Note plus all accrued and unpaid interest (including Regular Interest and Default Interest) thereon in cash. Such prepayment shall be due and payable within ten (10) Trading Days of the date on which the notice for the payment therefor is provided by the Payee or the Agent. Any prepayment of this Note pursuant to this Section shall be applied # first, to pay interest (including Regular Interest and Default Interest) and any fees due and payable in respect of this Note until paid in full, # second, to pay the outstanding principal amount of this Note until paid in full, and # lastly, to pay any other outstanding obligations of the Maker under this Note.

Vesting upon Change in Control. In the event of a Change in Control (as defined in the 2019 Master Stock Incentive Plan), the Restricted Stock Units shall immediately become fully vested and the shares subject to the Award shall be delivered to the Participant. Notwithstanding the foregoing, if any payment due under this Section 2 is deferred compensation subject to Section 409A of the Code, and if the Change in Control is not a “change in control event” that serves as a permissible payment event under Treasury Regulation § 1.409A-3(i)(5) or such other regulation or guidance issued under Section 409A of the Code, then the Restricted Stock Units shall vest upon the Change in Control as provided above but delivery of the shares subject to the Award shall be delayed until the end of the Restriction Period.

In the event of a Change of Control (and whether or not ​’s employment terminates), each Participant shall be entitled, as compensation for services rendered before the Change of Control, regardless of whether ​ remains employed after the Change of Control (subject to any applicable payroll or other taxes required to be withheld), to:

Distribution Upon Change in Control. Notwithstanding any provision of the Plan to the contrary, in the event of a Change in Control, a Participant’s accrued Supplemental Retirement Benefit (including amounts in pay status) shall be paid to the Participant (or, in the event the Participant dies prior to the Change in Control and has elected to receive his Supplemental Retirement Benefit in the form of a Joint & Survivor Annuity, to the Participant’s surviving spouse) in a cash lump sum as soon as administratively practicable but in no event more than 10 business days after the Change in Control. In the event that the person who is eligible to receive payment under this Section 3.2.3 dies after a Change in Control but prior to distribution of his Supplemental Retirement Benefit, the entire amount of such Supplemental Retirement Benefit, as determined under this Section 3.2.3 shall be paid to his surviving spouse or his estate, if there is no surviving spouse, as soon as administratively practicable following such person’s death. This lump sum payment shall equal the Actuarial Equivalent present value of the Supplemental Retirement Benefit.