Awards granted under this Plan may be subject to performance conditions, and other requirements, as reflected in any applicable reduction, recoupment, cancellation, malus or clawback policies, practices or provisions, or such other agreements, plans, policies or provisions, of the Company, as in effect from time to time, and any applicable reduction, recoupment, cancellation, malus or clawback requirements imposed under Applicable Laws, Policies, and Expectations, including but not limited to the Clawback and Forfeiture Policy.

Clawbacks. The payments to Executive pursuant to this Agreement are subject to forfeiture or recovery by the Company or other action pursuant to any clawback or recoupment policy which the Company may adopt from time to time, including without limitation any such policy or provision that the Company has included in any of its existing compensation programs or plans or that it may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.

Performance Conditions. The right of a Participant to exercise or receive a Performance Award, and its timing, may be subject to performance conditions specified by the Administrator at the time of grant (except as provided in this Section 7). The Administrator may use business criteria and other measures of performance it deems appropriate in establishing any performance conditions, and may exercise its discretion to reduce or increase amounts payable under any Award subject to performance conditions, except as limited under Section 7(b) hereof in the case of a Performance Award intended to qualify under Section 162(m) of the Code.

The Incentive Award is also subject to the provisions on forfeiture events and clawbacks set forth in [Article 21] of the Plan.

Performance. The Company and HoldCo shall have performed, satisfied and complied with in all material aspects all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company or HoldCo on or before the Closing Date. The Share Exchange pursuant to Section 1.1 shall have been completed. All of the stockholders of HoldCo shall have surrendered to HoldCo all of their certificates evidencing their ownership interests in HoldCo and Company (or an affidavit and bond in form and content satisfactory to Buyer if a certificate has been lost or destroyed) at or before Closing.

Performance. Buyer and Merger Sub shall have performed, satisfied and complied in all material aspects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Buyer on or before the Closing Date.

Conditions. Each Incremental Facility shall become effective as of the Incremental Effective Date; provided that:

Conditions. The initial availability of any Incremental Revolving Facility Increase will be subject solely to the following conditions:

Conditions. As a condition precedent to the effectiveness of any Incremental Commitments, ​ shall deliver to the Administrative Agent and the Lenders # such information as may be requested pursuant to [Section 4.01(a)(x), (ii)])] legal opinions of the type delivered on the Closing Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent and # a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party # certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and # certifying that, before and after giving effect to such increase, # the representations and warranties contained in [Article V] and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except # if a qualifier relating to materiality, Material Adverse Effect or other similar concept applies, such representation or warranty is true and correct in all respects, # to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and # that for purposes of this [Section 2.14], the representations and warranties contained in subsections [(a) and (b) of Section 5.05] shall be deemed to refer to the most recent statements furnished pursuant to [clauses (a) and (b)], respectively, of [Section 6.01], # immediately after giving effect to such Incremental Commitments (assuming that such Incremental Commitments have been fully utilized), ​ is in compliance on a pro forma basis with the financial covenant set forth in [Section 7.05], and # no Default exists or will result from the borrowings to be made on the Increase Effective Date; provided that if such Incremental Commitments are being provided in connection with a Limited Conditionality Acquisition, such certificate shall provide that the above requirements in this [clause (iii)] were satisfied in accordance with Section 1.10. The Borrowers shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to [Section 3.05]) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section.

Conditions. This grant of RSUs is conditioned on your # electronically accepting this grant on the website of the Plan recordkeeper (or in such other manner as the Corporation may establish or permit from time to time) and # opening and maintaining a brokerage account that is permitted for use with respect to awards granted under the Plan, in each case by the deadline established by the Corporation and/or set forth on the website of the Plan recordkeeper. By accepting this grant of RSUs, you will have confirmed your acceptance of all of the terms and conditions of this Agreement. If you do not accept this grant of RSUs by the applicable deadline, your grant will be cancelled.