Common use of Deferred Shares Clause in Contracts

Deferred Shares. The Committee may authorize grants of Deferred Shares to Participants upon such terms and conditions as the Committee may determine in accordance with the following provisions: (a) Each grant shall constitute the agreement by the Company to issue or transfer Shares to the Participant in the future in consideration of the performance of services, subject to the fulfillment during the Deferral Period of such conditions as the Committee may specify. (b) Each grant may be made without additional consideration from the Participant or in consideration of a payment by the Participant that is less than the Fair Market Value on the Grant Date. (c) Each grant shall provide that the Deferred Shares covered thereby shall be subject to a Deferral Period, which shall be fixed by the Committee on the Grant Date, and any grant or sale may provide for the earlier termination of such period in the event of a Change in Control of the Company or other similar transaction or event. (d) During the Deferral Period, the Participant shall not have any right to transfer any rights under the subject Award, shall not have any rights of ownership in the Deferred Shares and shall not have any right to vote such Shares, but the Committee may on or after the Grant Date authorize the payment of Dividend Equivalents on such Shares in cash or additional Shares on a current, deferred or contingent basis. (e) Any grant or the vesting thereof may be further conditioned upon the attainment of Performance Objectives established by the Committee in accordance with the applicable provisions of Section 11 of this Plan regarding Performance Shares and Performance Units. Except as otherwise determined by the Committee, all Deferred Shares and all rights of the grantee to such Deferred Shares shall terminate, without further obligation on the part of the Company, unless the Grantee remains in continuous employment of the Company for the entire Deferral Period in relation to which such Deferred Shares were granted and unless any other restrictive conditions relating to the Deferred Shares are met. (f) Each grant shall be evidenced by an agreement executed on behalf of the Company by any officer thereof and delivered to the Participant and containing such terms and provisions as the Committee may determine consistent with this Plan.

Deferred Shares. The Committee may authorize grants Immediately following the Closing, the Sellers, the Purchaser, the Purchaser Sponsor and the Purchaser’s transfer agent shall enter into an Escrow Agreement pursuant to which (i) (A) three million (3,000,000) Class A Ordinary Shares (which, for the avoidance of Deferred doubt, will be converted at Closing from Class B Ordinary Shares) (the “Initial Escrowed Sponsor Shares”) and (B) two million (2,000,000) Class A Ordinary Shares to Participants upon such terms (which, for avoidance of doubt, will be converted at Closing from Class B Ordinary Shares) (the “Secondary Escrowed Sponsor Shares,” and conditions as the Committee may determine in accordance collectively, with the following provisions: (a) Each grant shall constitute Initial Escrowed Sponsor Shares, the agreement “Escrowed Sponsor Shares”), in each instance, held by the Company to issue or transfer Shares to the Participant in the future in consideration of the performance of services, Purchaser Sponsor shall be held subject to the fulfillment during Escrow Agreement and all share certificates (if any) in respect of the Deferral Period Escrowed Sponsor Shares shall be deposited into an escrow account (the “Sponsor Escrow”) and (ii) one million (1,000,000) Class A Ordinary Shares that will be issued to the Sellers at the Closing in addition to the Purchaser Ordinary Shares Consideration (the “Escrowed Seller Shares”) shall be held subject to the Escrow Agreement and all share certificates (if any) in respect of such conditions the Escrowed Seller Shares shall be deposited into an escrow account (the “Sellers Escrow”), in each case established and maintained by the Purchaser’s transfer agent. The Sponsor Escrow and Seller Escrow shall also hold all dividends, distribution, or other proceeds as the Committee may specify. (b) Each grant may be made without additional consideration from paid with respect to the Participant Escrowed Sponsor Shares and Escrowed Seller Shares, respectively. Upon the occurrence of a Trigger Event (or in consideration the case of a payment by the Participant Trigger Event that is less than the Fair Market Value on the Grant Date. (c) Each grant shall provide that the Deferred Shares covered thereby shall be subject to a Deferral Period, which shall be fixed by the Committee on the Grant Date, and any grant or sale may provide for the earlier termination of such period in the event of a Change in Control Control, immediately prior to the consummation of the Company or other similar transaction or event. (d) During the Deferral Periodsuch Change in Control), the Participant Purchaser Sponsor shall not have any right cause the Purchaser’s transfer agent to transfer any rights under release the subject Award, shall not have any rights Initial Escrowed Sponsor Shares from the Sponsor Escrow to the Purchaser Sponsor or its designee and to release to the Sellers or their designee the Escrowed Seller Shares from the Sellers Escrow. Upon the occurrence of ownership a Secondary Trigger Event (or in the Deferred case of a Secondary Trigger Event that is a Change in Control, immediately prior to the consummation of such Change in Control), the Purchaser Sponsor shall cause the Purchaser’s transfer agent to release the Secondary Escrowed Sponsor Shares from the Sponsor Escrow to the Purchaser Sponsor or its designee. In no event shall any Escrowed Sponsors Shares be released from the Sponsor Escrow unless a proportionate number of Escrowed Seller Shares are simultaneously released from the Sellers Escrow, and vice versa. For so long as the Escrowed Sponsor Shares are held in the Sponsor Escrow, the Purchaser Sponsor shall not have any the right to vote such Shares, but shares. For so long as the Committee may on or after the Grant Date authorize the payment of Dividend Equivalents on such Shares in cash or additional Shares on a current, deferred or contingent basis. (e) Any grant or the vesting thereof may be further conditioned upon the attainment of Performance Objectives established by the Committee in accordance with the applicable provisions of Section 11 of this Plan regarding Performance Shares and Performance Units. Except as otherwise determined by the Committee, all Deferred Shares and all rights of the grantee to such Deferred Shares shall terminate, without further obligation on the part of the Company, unless the Grantee remains in continuous employment of the Company for the entire Deferral Period in relation to which such Deferred Shares were granted and unless any other restrictive conditions relating to the Deferred Escrowed Sponsor Shares are metheld in the Sellers Escrow, the Sellers shall have the right to vote such shares. (f) Each grant shall be evidenced by an agreement executed on behalf of the Company by any officer thereof and delivered to the Participant and containing such terms and provisions as the Committee may determine consistent with this Plan.

Deferred Shares. The Committee may authorize grants (i) Promptly (but in any event within ten (10) Business Days) after the occurrence of the Deferred Issuance Date, each Legacy SPV Holder shall be entitled to receive, and Pubco shall issue or cause to be issued to such Legacy SPV Holder, upon the terms and subject to the conditions set forth in this Agreement and the Ancillary Documents, as applicable, a number of Deferred Shares (if any) equal to Participants upon such terms and conditions as the Committee may determine in accordance with the following provisions: remainder of (a) Each grant shall constitute the agreement by the Company to issue or transfer Shares to the Participant product of (1) such Legacy SPV Holder’s Final Allocation Percentage or, in the future in consideration of the performance of services, subject to the fulfillment during the Deferral Period of such conditions as the Committee may specify. (b) Each grant may be made without additional consideration from the Participant or in consideration of a payment by the Participant that is less than the Fair Market Value on the Grant Date. (c) Each grant shall provide that the Deferred Shares covered thereby shall be subject to a Deferral Period, which shall be fixed by the Committee on the Grant Date, and any grant or sale may provide for the earlier termination of such period in the event of a Change in Control of the Company or other similar transaction or event. (d) During the Deferral Period, the Participant shall not have any right to transfer any rights under the subject Award, shall not have any rights of ownership in the Deferred Shares and shall not have any right to vote such Shares, but the Committee may on or after the Grant Date authorize the payment of Dividend Equivalents on such Shares in cash or additional Shares on a current, deferred or contingent basis. (e) Any grant or the vesting thereof may be further conditioned upon the attainment of Performance Objectives established by the Committee in accordance with the applicable provisions of Section 11 of this Plan regarding Performance Shares and Performance Units. Except as otherwise determined by the Committee, all Deferred Shares and all rights of the grantee to such Deferred Shares shall terminate, without further obligation on the part case of the Company, unless the Grantee remains in continuous employment aggregate Final Allocation Percentage of each equityholder of the Company Company, in each case, as set forth on the Allocation Schedule multiplied by (2) the SPV Merger Consideration minus (b) the number of Closing Shares received by such Legacy SPV Holder pursuant to Section 3.2(a). For the avoidance of doubt, in no event shall the aggregate number of Deferred Shares issued pursuant to this Section 3.2(b) exceed the SPV Deferred Consideration. (ii) At all times during the Deferred Consideration Period, Pubco shall (a) keep available for issuance number of unissued Pubco Ordinary Shares equal to the entire Deferral Period SPV Deferred Consideration and (b) take all actions required to increase the authorized number of Pubco Ordinary Shares if at any time there shall be insufficient unissued Pubco Ordinary Shares to permit such reservation. Each Legacy SPV Holder shall be entitled to receive, without interest, (x) on the Deferred Issuance Date the amount of all dividends or other distributions with a record date after the Closing Date previously paid or payable on a number of Pubco Ordinary Shares equal to the number of Deferred Shares issued to such Legacy SPV Holder, and (y) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Closing Date and payable after the Deferred Issuance Date on a number of Pubco Ordinary Shares equal to the number of Deferred Shares issued to such Legacy SPV Holder. (iii) The number of Deferred Shares issuable pursuant to Section 3.2(b) shall be equitably adjusted on account of any subdivision, share split or consolidation, capitalization, share dividend, reorganization, combination, reclassification or similar equity restructuring transaction or any changes in relation the Pubco Ordinary Shares as a result of a merger, consolidation, reorganization, recapitalization, business combination or similar transaction involving Pubco. Any adjustment under this Section 3.2(b)(iii) shall become effective at the close of business on the date the subdivision, share split or consolidation, capitalization, share dividend combination, reclassification, combination, recapitalization or similar transaction becomes effective. (iv) Pubco shall take such actions as are reasonably requested by the Legacy SPV Holders to evidence the issuances pursuant to this Section 3.2(b), including through the provision of an updated register of members showing such issuances (as certified by an officer of Pubco responsible for maintaining such register to the applicable registrar or Exchange Agent). (v) Notwithstanding anything to the contrary contained herein, no fraction of a Deferred Share will be issued, and each Person who would otherwise be entitled to a fraction of a Deferred Share (after aggregating all fractional Deferred Shares that otherwise would be received by such holder) shall receive from Pubco, in lieu of such fractional share: (a) one Deferred Share if the fraction of a Deferred Share to which such Person would otherwise be entitled to is equal to or exceeds 0.50; or (b) no Deferred Shares were granted and unless any other restrictive conditions relating if the fraction of a Deferred Share to the Deferred Shares are metwhich such Person would otherwise be entitled to is less than 0.50. (f) Each grant shall be evidenced by an agreement executed on behalf of the Company by any officer thereof and delivered to the Participant and containing such terms and provisions as the Committee may determine consistent with this Plan.