Market Disruption. Notwithstanding the provisions of [Section 2(f)], if ​ shall have provided interest rate quotes pursuant to [Section 2(e)] and thereafter prior to the time an Acceptance with respect to such quotes shall have been notified to ​ in accordance with [Section 2(f)]: # in the case of any fixed rate Shelf ​, the domestic market for U.S. Treasury securities or derivatives shall have closed or there shall have occurred a general suspension, material limitation, or significant disruption of trading in securities generally on the New York Stock Exchange or in the domestic market for U.S. Treasury securities or derivatives, or # in the case of any floating rate Shelf ​, reasonable and adequate means do not exist for ascertaining LIBOR for the relevant Interest Period, or ​ reasonably determines (which determination shall be conclusive and binding absent demonstrable error) that LIBOR does not adequately and fairly reflect the cost to ​ for funding the floating rate Shelf ​, then such interest rate quotes shall expire, and no purchase or sale of Shelf ​ hereunder shall be made based on such expired interest rate quotes. If the ​ thereafter notifies ​ of the Acceptance of any such interest rate quotes, such Acceptance shall be ineffective for all purposes of this Agreement, and ​ shall promptly notify the ​ that the provisions of this [Section 2(g)] are applicable with respect to such Acceptance.

Market Disruption. Notwithstanding the satisfaction of all conditions referred to in [Article II] and [Article IV] with respect to any Advance in any Agreed Currency other than Dollars, if there shall occur on or prior to the date of such Advance any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the reasonable opinion of the Administrative Agent or the Required Lenders make it impracticable for the Eurocurrency Loans comprising such Advance to be denominated in the Agreed Currency specified by the applicable Borrower, then the Administrative Agent shall

Regulatory Disruption. In the event that Dealer concludes, in its good faith, commercially reasonable discretion, based on the advice of counsel, that it is appropriate with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Dealer, and provided that such policies or procedures are related to legal or regulatory issues and are generally applicable hereunder and in similar situations and applied to any Transaction hereunder in a non-discriminatory manner), for it to refrain from or decrease any market activity in the Shares (or any related Hedge Position) on any one or more Scheduled Trading Days during the Calculation Period or, if applicable, the Settlement Valuation Period, Dealer may by written notice to Counterparty elect to deem that a Market Disruption Event has occurred and will be continuing on such Scheduled Trading Days, subject to the other provisions under “Valuation Disruption” in [Section 1] above.

Market disruption

Section # Market Disruption 40

2B(6) Market Disruption 4

the occurrence of any market disruption event,

SECTION # Market Disruption and Alternate Rate of Interest.

Market Standoff Agreement. Participant agrees that in connection with any registration of the Company’s securities in connection with an initial public offering of the Company’s securities that, upon the request of the Company or the underwriters managing such initial public offering of the Company’s securities, Participant will not sell or otherwise dispose of shares of the Company’s capital stock without the prior written consent of the Company or such underwriters, as the case may be, for such reasonable period of time after the effective date of such registration as may be requested by such managing underwriters and subject to all restrictions as the Company or the underwriters may specify. Participant will enter into any agreement reasonably required by the underwriters to implement the foregoing.

Fair Market Value. For purposes of any ISO granted hereunder (or, if applicable, related Stock Appreciation Right), the Fair Market Value of Shares shall be determined in the manner required by Section 422 of the Code and any Treasury regulations thereunder.