Common use of References; Construction Clause in Contracts

References; Construction. (i) Unless otherwise indicated herein, with respect to any reference made in this Agreement to a Section (or Article, Subsection, Paragraph, Subparagraph or Clause), Appendix, Exhibit or Schedule, such reference shall be to a section (or article, subsection, paragraph, subparagraph or clause) of, or an appendix, exhibit or schedule to, this Agreement. (ii) The table of contents and any article, section, subsection, paragraph or subparagraph headings contained in this Agreement and the recitals at the beginning of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (iii) Unless otherwise provided herein, any reference made in this Agreement to a statute or statutory provision shall mean such statute or statutory provision as it has been amended through the date as of which the particular portion of this Agreement is to take effect, or to any successor statute or statutory provision relating to the same subject as the statutory provision so referred to in this Agreement, and to any then applicable rules or regulations promulgated thereunder. (iv) Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed, unless the context clearly indicates to be contrary, to be followed by the words “but (is/are) not limited to.” The word “or” shall not be limiting or exclusive. (v) References to “US Dollars,” “US$” are to U.S. Dollars. The words “herein,” “hereof,” “hereunder” and words of like import shall refer to this Agreement as a whole (including its Appendices, Exhibits and Schedules), unless the context clearly indicates to the contrary (for example, that a particular section, schedule or exhibit is the intended reference). (vi) All references in this Agreement to per-share amounts shall be adjusted to give effect to any stock dividends, stock splits, reverse stock splits, stock combinations and similar transactions. (vii) Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate. References to days are to calendar days; provided, that any action otherwise required to be taken on a day that is not a Business Day shall instead be taken on the next Business Day. (viii) Where specific language is used to clarify or illustrate by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict the construction of the general statement which is being clarified or illustrated. (ix) If between the date of this Agreement and the earlier to occur of an IPO Repurchase Closing or the completion of an IPO Sale, there shall occur any reclassification, share split, reverse share split or share combination, exchange, readjustment or share dividend, in each case affecting the number of IPO Shares (any of the foregoing, an “Adjustment”), then the references in this agreement to numbers of Shares, IPO Shares, Equity Interests, per share prices and all calculations provided for in this Agreement based thereon shall be adjusted if and to the extent necessary to provide to the parties the same economic effect of this Agreement had such Adjustment not occurred.

References; Construction. (i) Unless otherwise indicated herein, with respect to any reference made All references in this Agreement to a Section (Exhibits, Schedules, Sections, paragraphs, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Sections, paragraphs, subsections and other subdivisions of or Article, Subsection, Paragraph, Subparagraph or Clause), Appendix, Exhibit or Schedule, such reference shall be to a section (or article, subsection, paragraph, subparagraph or clause) of, or an appendix, exhibit or schedule to, this Agreement. (ii) The table of contents and any article, section, subsection, paragraph or subparagraph headings contained in this Agreement and the recitals unless expressly provided otherwise. Titles appearing at the beginning of any Sections, subsections or other subdivisions of this Agreement are for reference purposes only and shall convenience only, do not affect in constitute any way the meaning or interpretation part of this Agreement. (iii) Unless otherwise provided herein, any reference made in this Agreement to a statute or statutory provision shall mean such statute or statutory provision as it has been amended through the date as of which the particular portion of this Agreement is to take effect, or to any successor statute or statutory provision relating to the same subject as the statutory provision so referred to in this Agreement, and to any then applicable rules or regulations promulgated thereunder. (iv) Whenever shall be disregarded in construing the language hereof. The PURCHASE AND SALE AGREEMENT 18 words “includethis Agreement,” “includes” or “including” are used in this Agreement, they shall be deemed, unless the context clearly indicates to be contrary, to be followed by the words “but (is/are) not limited to.” The word “or” shall not be limiting or exclusive. (v) References to “US Dollars,” “US$” are to U.S. Dollars. The words “herein,” “hereofhereby,” “hereunder” and “hereof,” and words of like import shall similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Section” and “this subsection,” and words of similar import, refer only to the Section or subsection hereof in which such words occur. A defined term has its defined meaning throughout this Agreement regardless of whether it appears before or after the place where it is defined. The word “or” is disjunctive but not necessarily exclusive, and has the inclusive meaning represented by the phrase “and/or” and the word “including” (in its various forms) means including without limitation. Examples are not to be construed to limit, expressly or by implication, the matter they illustrate. Each accounting term not defined herein, and each accounting term partly defined herein to the extent not defined, will have the meaning given to it under GAAP. All references to prices, values or monetary amounts refer to Dollars. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including its Appendices, Exhibits terms defined herein) in the singular form shall be construed to include the plural and Schedules)vice versa, unless the context clearly indicates otherwise requires. Exhibits and Schedules referred to the contrary (herein are attached to and by this reference incorporated herein for example, that a particular section, schedule or exhibit is the intended reference)all purposes. (vi) All references in this Agreement to per-share amounts shall be adjusted to give effect to any stock dividends, stock splits, reverse stock splits, stock combinations and similar transactions. (vii) Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate. References to days are to calendar days; provided, that any action otherwise required to be taken on a day that is not a Business Day shall instead be taken on the next Business Day. (viii) Where specific language is used to clarify or illustrate by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict the construction of the general statement which is being clarified or illustrated. (ix) If between the date of this Agreement and the earlier to occur of an IPO Repurchase Closing or the completion of an IPO Sale, there shall occur any reclassification, share split, reverse share split or share combination, exchange, readjustment or share dividend, in each case affecting the number of IPO Shares (any of the foregoing, an “Adjustment”), then the references in this agreement to numbers of Shares, IPO Shares, Equity Interests, per share prices and all calculations provided for in this Agreement based thereon shall be adjusted if and to the extent necessary to provide to the parties the same economic effect of this Agreement had such Adjustment not occurred.

References; Construction. (i) Unless otherwise indicated herein, with respect to any reference made All references in this Agreement to a Section (Exhibits, Schedules, Sections, paragraphs, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Sections, paragraphs, subsections and other subdivisions of or Article, Subsection, Paragraph, Subparagraph or Clause), Appendix, Exhibit or Schedule, such reference shall be to a section (or article, subsection, paragraph, subparagraph or clause) of, or an appendix, exhibit or schedule to, this Agreement. (ii) The table of contents and any article, section, subsection, paragraph or subparagraph headings contained in this Agreement and the recitals unless expressly provided otherwise. Titles appearing at the beginning of any Sections, subsections or other subdivisions of this Agreement are for reference purposes only and shall convenience only, do not affect in constitute any way the meaning or interpretation part of this Agreement. (iii) Unless otherwise provided herein, any reference made in this Agreement to a statute or statutory provision shall mean such statute or statutory provision as it has been amended through the date as of which the particular portion of this Agreement is to take effect, or to any successor statute or statutory provision relating to the same subject as the statutory provision so referred to in this Agreement, and to any then applicable rules or regulations promulgated thereunder. (iv) Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed, unless disregarded in construing the context clearly indicates to be contrary, to be followed by the words “but (is/are) not limited to.” The word “or” shall not be limiting or exclusive. (v) References to “US Dollars,” “US$” are to U.S. Dollarslanguage hereof. The words “this Agreement,” “herein,” “hereofhereby,” “hereunder” and “hereof,” and words of like import shall similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Section” and “this subsection,” and words of similar import, refer only to the Section or subsection hereof in which such words occur. The word “or” is not necessarily exclusive, and the word “including” (in its various forms) means including without limitation. Each accounting term not defined herein, and each accounting term partly defined herein to the extent not defined, will have the meaning given to it under GAAP. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including its Appendices, Exhibits terms defined herein) in the singular form shall be construed to include the plural and Schedules)vice versa, unless the context clearly indicates otherwise requires. Exhibits and Schedules referred to the contrary (herein are attached to and by this reference incorporated herein for example, that a particular section, schedule or exhibit is the intended reference)all purposes. (vi) All references in this Agreement to per-share amounts shall be adjusted to give effect to any stock dividends, stock splits, reverse stock splits, stock combinations and similar transactions. (vii) Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate. References to days are to calendar days; provided, that any action otherwise required to be taken on a day that is not a Business Day shall instead be taken on the next Business Day. (viii) Where specific language is used to clarify or illustrate by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict the construction of the general statement which is being clarified or illustrated. (ix) If between the date of this Agreement and the earlier to occur of an IPO Repurchase Closing or the completion of an IPO Sale, there shall occur any reclassification, share split, reverse share split or share combination, exchange, readjustment or share dividend, in each case affecting the number of IPO Shares (any of the foregoing, an “Adjustment”), then the references in this agreement to numbers of Shares, IPO Shares, Equity Interests, per share prices and all calculations provided for in this Agreement based thereon shall be adjusted if and to the extent necessary to provide to the parties the same economic effect of this Agreement had such Adjustment not occurred.

References; Construction. (i) Unless otherwise indicated herein, with respect to any reference made All references in this Agreement to a Section (Exhibits, Schedules, Sections, paragraphs, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Sections, paragraphs, subsections and other subdivisions of or Article, Subsection, Paragraph, Subparagraph or Clause), Appendix, Exhibit or Schedule, such reference shall be to a section (or article, subsection, paragraph, subparagraph or clause) of, or an appendix, exhibit or schedule to, this Agreement. (ii) The table of contents and any article, section, subsection, paragraph or subparagraph headings contained in this Agreement and the recitals unless expressly provided otherwise. Titles appearing at the beginning of any Sections, subsections or other subdivisions of this Agreement are for reference purposes only and shall convenience only, do not affect in constitute any way the meaning or interpretation part of this Agreement. (iii) Unless otherwise provided herein, any reference made in this Agreement to a statute or statutory provision shall mean such statute or statutory provision as it has been amended through the date as of which the particular portion of this Agreement is to take effect, or to any successor statute or statutory provision relating to the same subject as the statutory provision so referred to in this Agreement, and to any then applicable rules or regulations promulgated thereunder. (iv) Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed, unless disregarded in construing the context clearly indicates to be contrary, to be followed by the words “but (is/are) not limited to.” The word “or” shall not be limiting or exclusive. (v) References to “US Dollars,” “US$” are to U.S. Dollarslanguage hereof. The words “this Agreement,” “herein,” “hereofhereby,” “hereunder” and “hereof,” and words of like import shall similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Section” and “this subsection,” and words of similar import, refer only to the Section or subsection hereof in which such words occur. A defined term has its defined meaning throughout this Agreement regardless of whether it appears before or after the place where it is defined. The word “including” (in its various forms) means including without limitation. Examples are not to be construed to limit, expressly or by implication, the matter they illustrate. Each accounting term not defined herein, and each accounting term partly defined herein to the extent not defined, will have the meaning given to it under GAAP. Any reference to a Law shall be deemed to be a reference to such Law as amended from time to time. All references to prices, values or monetary amounts refer to Dollars. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including its Appendices, Exhibits terms defined herein) in the singular form shall be construed to include the plural and Schedules)vice versa, unless the context clearly indicates otherwise requires. Exhibits and Schedules referred to the contrary (herein are attached to and by this reference incorporated herein for example, that a particular section, schedule or exhibit is the intended reference)all purposes. (vi) All references in this Agreement to per-share amounts shall be adjusted to give effect to any stock dividends, stock splits, reverse stock splits, stock combinations and similar transactions. (vii) Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate. References to days are to calendar days; provided, that any action otherwise required to be taken on a day that is not a Business Day shall instead be taken on the next Business Day. (viii) Where specific language is used to clarify or illustrate by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict the construction of the general statement which is being clarified or illustrated. (ix) If between the date of this Agreement and the earlier to occur of an IPO Repurchase Closing or the completion of an IPO Sale, there shall occur any reclassification, share split, reverse share split or share combination, exchange, readjustment or share dividend, in each case affecting the number of IPO Shares (any of the foregoing, an “Adjustment”), then the references in this agreement to numbers of Shares, IPO Shares, Equity Interests, per share prices and all calculations provided for in this Agreement based thereon shall be adjusted if and to the extent necessary to provide to the parties the same economic effect of this Agreement had such Adjustment not occurred.

References; Construction. (i) Unless otherwise indicated herein, with respect to any reference made All references in this Agreement to a Section (Exhibits, Schedules, Sections, paragraphs, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Sections, paragraphs, subsections and other subdivisions of or Article, Subsection, Paragraph, Subparagraph or Clause), Appendix, Exhibit or Schedule, such reference shall be to a section (or article, subsection, paragraph, subparagraph or clause) of, or an appendix, exhibit or schedule to, this Agreement. (ii) The table of contents and any article, section, subsection, paragraph or subparagraph headings contained in this Agreement and the recitals unless expressly provided otherwise. Titles appearing at the beginning of any Sections, subsections or other subdivisions of this Agreement are for reference purposes only and shall convenience only, do not affect in constitute any way the meaning or interpretation part of this Agreement. (iii) Unless otherwise provided herein, any reference made in this Agreement to a statute or statutory provision shall mean such statute or statutory provision as it has been amended through the date as of which the particular portion of this Agreement is to take effect, or to any successor statute or statutory provision relating to the same subject as the statutory provision so referred to in this Agreement, and to any then applicable rules or regulations promulgated thereunder. (iv) Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed, unless disregarded in construing the context clearly indicates to be contrary, to be followed by the words “but (is/are) not limited to.” The word “or” shall not be limiting or exclusive. (v) References to “US Dollars,” “US$” are to U.S. Dollarslanguage hereof. The words “this Agreement,” “herein,” “hereofhereby,” “hereunder” and “hereof,” and words of like import shall similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Section” and “this subsection,” and words of similar import, refer only to the Section or subsection hereof in which such words occur. A defined term has its defined meaning throughout this Agreement regardless of whether it appears before or after the place where it is defined. The word “or” is disjunctive but not necessarily exclusive, and has the inclusive meaning represented by the phrase “and/or” and the word “including” (in its various forms) means including without limitation. Examples are not to be construed to limit, expressly or by implication, the matter they illustrate. Each accounting term not defined herein, and each accounting term partly defined herein to the extent not defined, will have the meaning given to it under GAAP. All references to prices, values or monetary amounts refer to Dollars. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including its Appendices, Exhibits terms defined herein) in the singular form shall be construed to include the plural and Schedules)vice versa, unless the context clearly indicates otherwise requires. Exhibits and Schedules referred to the contrary (herein are attached to and by this reference incorporated herein for example, that a particular section, schedule or exhibit is the intended reference)all purposes. (vi) All references in this Agreement to per-share amounts shall be adjusted to give effect to any stock dividends, stock splits, reverse stock splits, stock combinations and similar transactions. (vii) Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate. References to days are to calendar days; provided, that any action otherwise required to be taken on a day that is not a Business Day shall instead be taken on the next Business Day. (viii) Where specific language is used to clarify or illustrate by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict the construction of the general statement which is being clarified or illustrated. (ix) If between the date of this Agreement and the earlier to occur of an IPO Repurchase Closing or the completion of an IPO Sale, there shall occur any reclassification, share split, reverse share split or share combination, exchange, readjustment or share dividend, in each case affecting the number of IPO Shares (any of the foregoing, an “Adjustment”), then the references in this agreement to numbers of Shares, IPO Shares, Equity Interests, per share prices and all calculations provided for in this Agreement based thereon shall be adjusted if and to the extent necessary to provide to the parties the same economic effect of this Agreement had such Adjustment not occurred.

References; Construction. (i) Unless The existence throughout the Agreement of references to Borrower's Subsidiaries is for a matter of convenience only. Any references to Subsidiaries of Borrower set forth herein shall not in any way be construed as consent by the Agent or any Lender to the establishment, maintenance or acquisition of any Subsidiary, except as may otherwise indicated herein, with respect be permitted hereunder. All references to any reference made in "SCHEDULES" and "Exhibits" refer to corresponding Schedules and Exhibits attached to this Agreement unless expressly provided otherwise. All references to a Section (or Article, Subsection, Paragraph, Subparagraph or Clause), Appendix, Exhibit or Schedule, such reference shall be `ARTICLES" and `SECTIONS" refer to a section (or article, subsection, paragraph, subparagraph or clause) of, or an appendix, exhibit or schedule to, this Agreement. (ii) The table corresponding Articles and Sections of contents and any article, section, subsection, paragraph or subparagraph headings contained in this Agreement unless expressly provided otherwise. Titles, captions and the recitals headings appearing at the beginning of this Agreement any Articles, Sections or other subdivisions are for reference purposes only convenience only, shall not constitute part of such Articles, Sections or subdivisions and shall not affect be disregarded in any way construing the meaning or interpretation of this Agreement. (iii) Unless otherwise provided herein, any reference made in this Agreement to a statute or statutory provision shall mean such statute or statutory provision as it has been amended through the date as of which the particular portion of this Agreement is to take effect, or to any successor statute or statutory provision relating to the same subject as the statutory provision so referred to in this Agreement, and to any then applicable rules or regulations promulgated thereunder. (iv) Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed, unless the context clearly indicates to be contrary, to be followed by the words “but (is/are) not limited to.” The word “or” shall not be limiting or exclusive. (v) References to “US Dollars,” “US$” are to U.S. Dollarslanguage contained therein. The words “herein"THIS AGREEMENT,” “hereof" "HEREIN,” “hereunder” " "HEREOF," "HEREBY," "HEREUNDER," and words of like similar import shall refer to this Agreement as a whole (including its Appendicesand not to any particular subdivision unless expressly so limited. Pronouns in masculine, Exhibits feminine and Schedules), unless the context clearly indicates to the contrary (for example, that a particular section, schedule or exhibit is the intended reference). (vi) All references in this Agreement to per-share amounts neuter genders shall be adjusted to give effect to any stock dividends, stock splits, reverse stock splits, stock combinations and similar transactions. (vii) Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or pluralgender, and any other genderwords in the singular form shall be construed to include the plural and vice versa, masculine, feminine or neuter, as unless the context indicates is appropriateotherwise requires. Derivatives and other forms of the terms defined in this Agreement shall have meanings consistent with the definitions herein provided. The term "INCLUDING" (or "INCLUDED" or "INCLUDES") shall be deemed to be followed by the phrase "without limitation." Unless otherwise expressly provided herein, any reference herein to a "DAY" refers to a calendar day. A Person required hereunder or by Law to use "REASONABLE EFFORTS" shall be entitled to take into account such factors that it determines to be relevant, including commerciality, feasibility, and economics. The phrase, "ACCEPTABLE TO THE AGENT," "ACCEPTABLE TO THE LENDERS" and/or "ACCEPTABLE TO THE AGENT AND THE LENDERS," or any similar phrase, or any phrase or provision requiring the consent or approval of the Agent and/or the Lenders, shall be deemed to be followed by "in its (or their) sole and absolute discretion." Monetary references are to currency of the United States. References to days are any Person include that Person's heirs, personal representatives, successors, trustees, receivers and permitted assigns. References to calendar daysany Law include every amendment or supplement to it, rule and regulation adopted under it, and successor or replacement for it. References to any Loan Document include every renewal and extension of it, amendment, modification and supplement to it, and replacement or substitution for it, as each is made in accordance with the applicable provisions of such Loan Document. The parties hereto have participated jointly in the negotiation and drafting of this Agreement; providedin the event an ambiguity or question of intent or interpretation arises, that this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any action otherwise required to be taken on a day that is not a Business Day shall instead be taken on the next Business Day. (viii) Where specific language is used to clarify or illustrate party by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict the construction virtue of the general statement which is being clarified or illustrated. (ix) If between the date authorship of any provisions of this Agreement and the earlier to occur of an IPO Repurchase Closing or the completion of an IPO Sale, there shall occur any reclassification, share split, reverse share split or share combination, exchange, readjustment or share dividend, in each case affecting the number of IPO Shares (any relative bargaining power of the foregoing, an “Adjustment”), then the references in this agreement to numbers of Shares, IPO Shares, Equity Interests, per share prices and all calculations provided for in this Agreement based thereon shall be adjusted if and to the extent necessary to provide to the parties the same economic effect of this Agreement had such Adjustment not occurredparties.

References; Construction. (i) Unless otherwise indicated herein, with respect to any reference made All references in this Agreement to a Section (Exhibits, Schedules, Sections, paragraphs, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Sections, paragraphs, subsections and other subdivisions of or Article, Subsection, Paragraph, Subparagraph or Clause), Appendix, Exhibit or Schedule, such reference shall be to a section (or article, subsection, paragraph, subparagraph or clause) of, or an appendix, exhibit or schedule to, this Agreement. (ii) The table of contents and any article, section, subsection, paragraph or subparagraph headings contained in this Agreement and the recitals unless expressly provided otherwise. Titles appearing at the beginning of any Sections, subsections or other subdivisions of this Agreement are for reference purposes only and shall convenience only, do not affect in constitute any way the meaning or interpretation part of this Agreement. (iii) Unless otherwise provided herein, any reference made in this Agreement to a statute or statutory provision shall mean such statute or statutory provision as it has been amended through the date as of which the particular portion of this Agreement is to take effect, or to any successor statute or statutory provision relating to the same subject as the statutory provision so referred to in this Agreement, and to any then applicable rules or regulations promulgated thereunder. (iv) Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed, unless disregarded in construing the context clearly indicates to be contrary, to be followed by the words “but (is/are) not limited to.” The word “or” shall not be limiting or exclusive. (v) References to “US Dollars,” “US$” are to U.S. Dollarslanguage hereof. The words “this Agreement,” “herein,” “hereofhereby,” “hereunder” and “hereof,” and words of like import shall similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Section” and “this subsection,” and words of similar import, refer only to the Section or subsection hereof in which such words occur. The word “or” is not necessarily exclusive, and the word “including” (in its various forms) means including without limitation. Each accounting term not defined herein, and each accounting PURCHASE AND SALE AGREEMENT 11 term partly defined herein to the extent not defined, will have the meaning given to it under GAAP. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including its Appendices, Exhibits terms defined herein) in the singular form shall be construed to include the plural and Schedules)vice versa, unless the context clearly indicates otherwise requires. Exhibits and Schedules referred to the contrary (herein are attached to and by this reference incorporated herein for example, that a particular section, schedule or exhibit is the intended reference)all purposes. (vi) All references in this Agreement to per-share amounts shall be adjusted to give effect to any stock dividends, stock splits, reverse stock splits, stock combinations and similar transactions. (vii) Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate. References to days are to calendar days; provided, that any action otherwise required to be taken on a day that is not a Business Day shall instead be taken on the next Business Day. (viii) Where specific language is used to clarify or illustrate by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict the construction of the general statement which is being clarified or illustrated. (ix) If between the date of this Agreement and the earlier to occur of an IPO Repurchase Closing or the completion of an IPO Sale, there shall occur any reclassification, share split, reverse share split or share combination, exchange, readjustment or share dividend, in each case affecting the number of IPO Shares (any of the foregoing, an “Adjustment”), then the references in this agreement to numbers of Shares, IPO Shares, Equity Interests, per share prices and all calculations provided for in this Agreement based thereon shall be adjusted if and to the extent necessary to provide to the parties the same economic effect of this Agreement had such Adjustment not occurred.