Spin-Off. If at any time the balance of the HoldCo Note equals or exceeds ​, then the Buyer shall, as promptly as practicable, distribute fifteen percent (15%) of the outstanding capital stock of HoldCo (the "Distributable Shares") to the shareholders of Buyer in proportion to their per-common-share as-converted interest in the equity of Buyer. Buyer may also, at any other time, distribute the Distributable Shares to the shareholders of Buyer in such proportion. Any such distribution shall be made in compliance with the conditions for exemption from registration set forth in Staff Legal Bulletin 4, when such conditions are available, and otherwise pursuant to such registration statement as is required. Notwithstanding the forgoing, in the event that Buyer fails to make a disbursement under the HoldCo Note in accordance with [Schedule A] thereto and Holdco elects to a spin-off as outlined in this [Section 5.8], the Distributable Shares instead of being fifteen percent (15%) of the outstanding capital stock of HoldCo shall be measured on and as of the effective date of the distribution registration statement as follows:

Spin-off. The "lead Employer" shall establish a new defined contribution plan, using the provisions of this Plan with any modifications contained in the "Terminated Employer's" participation agreement, as a guide to establish a new defined contribut ion plan (the "spin-off plan"). The "lead Employer" will direct the Trustee to transfer (in accordance with the rules of Code §414( l) and the provisions of [Section 8.3]) the Accounts of the Employees of the "Terminated Employer" to the "spin -off plan." The "Terminated Employer" shall be the Employer, Administrator, and sponsor of the "spin-off plan." The Trustee of the "spin-off plan" shall be the person or entity designated by the "Terminated Employer," or, in the absence of any such designation, the chief executive off icer of

Spin-off. ENZB agrees to spin-off its Subsidiary, ​ Each shareholder of ENZB will receive their pro-rata ownership in the Subsidiary. Following the spin-off, ENZB, will no longer own nor control its Subsidiary.

The Plan Spin-Off shall be effected in accordance with the applicable requirements of this instrument. The accrued benefit of each Affected Transferee under the Plan immediately before the Plan Spin-Off shall become his accrued benefit under the applicable Spin-Off Plan immediately after the Plan Spin-Off.

Following the Plan Spin-Off, the sponsor of the Spin-Off Plan and its affiliates shall have exclusive responsibility for paying benefits under the Spin-Off Plan and for all payment obligations thereunder.

Spin-Offs. If the Parent distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Subsidiary or other business unit of the Parent to all or substantially all holders of the Common Stock (other than solely pursuant to # a Partnership Unit Change Event as applied to the Common Stock pursuant to [Section 5(f)(ii)], as to which [Section 5(f)] will apply; or # a tender offer or exchange offer for shares of Common Stock, as to which [Section 5(e)(i)(5)] will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then each of the Strike Price and the Warrant Entitlement will be adjusted based on the following formulas:

Spin-offs. If the Company shall at any time pay or make any dividend or other distribution upon the Stock in the nature of a spin-off, for example a dividend payable in securities of an Affiliated Entity, the Administrator shall in its discretion determine what changes are equitably required to outstanding Awards to effect the spin-off, including but not limited to treating Awards of Employees remaining with the Company differently from Awards to Employees of the newly spun-off entity, substituting Awards for Company Stock for Awards of stock in the spun-off entity, and allowing either the Company, the spun-off entity or both to hold the securities or property set aside for Award participants.

Each Subsequent Program Spin-Off shall be completed in a manner consistent with [[Subsections 1 and 2]2]]2] of this [Section C] and the individual subject to the Subsequent Program Spin-Off shall be treated as a “GE Energy Transferee;” provided, however, that the “Program Spin-Off Date” with respect to such GE Energy Transferee shall be the Subsequent Spin-Off Date.

“Spin-Off” has the meaning set forth in Subdivision 3(j)(v).

Any adjustment pursuant to this [clause (3)](B) will be made immediately after the Close of Business on the last Trading Day of the Valuation Period, but will be given effect as of the Open of Business on the Record Date for such Spin-off. Notwithstanding the foregoing, in respect of any exchange during the Valuation Period, references above to “ten (10) consecutive Trading Days” shall be deemed to be replaced with such lesser number of Trading Days as have elapsed between the Record Date of such Spin-off and the Trading Day immediately preceding the Specified Exchange Date in determining the Conversion Factor. If any such Spin-off does not occur, the Conversion Factor shall be decreased, effective as of the date the BPY GP determines not to proceed with the Spin-off, to be the Conversion Factor that would then be in effect if such Spin-off had not been pursued.