I n the event of a pending Change in Control, if (a) Company and Participant have not received written notice at least five (5) business days prior to the anticipated closing date of the transaction giving rise to the Change in Control from the successor to all or a substantial portion of the Company’s business and/or assets that such successor as of the closing will assume and agree to perform Company’s obligations under this Agreement through substitution by the surviving company or corporation or its parent of an award of equivalent value computed by converting the Market Share Units to an equivalent number of time-based restricted stock units, the amount of such restricted stock units to be equal to the amount of Market Share Units earned through the Change in Control (for this purpose, the Market Share Units earned will be based on the Ending Stock Price and the Unit Number Modifier shall be the greater of the target Unit Number Modifier or the actual Unit Modifier, based on the most recent publicly filed financial statements prior to the Change in Control, then, (b) all Market Share Units shall vest upon Change in Control based on the Ending Stock Price, and applying the greater of the target Unit Number Modifier or the actual Unit Modifier, based on the most recent publicly filed financial statements prior to Change in Control. If assumed by the successor the substituted time based awards will vest upon the earlier of the end of the original award performance period or upon termination as set forth in Section 3.2.