Common use of Deferred Shares Clause in Contracts

Deferred Shares. Subject to the terms and conditions hereof, immediately prior to the Closing and in accordance with the terms of the Amended and Restated RACI Holding, Inc. Stock Incentive Plan, shares of the Company’s Class A Common Stock relating to then-outstanding deferred shares granted pursuant to such plan (each, a “Deferred Share”) to any current or former employee or director of or consultant to the Company or any Subsidiary thereof as set forth on Schedule 1.2(b) (each, a “Deferred Share Holder”) shall be distributed to the Deferred Share Holders. The distribution of the shares of the Company’s Class A Common Stock relating to the Deferred Shares shall be subject to all applicable Employment and Withholding Taxes. Deferred Shares shall be treated as Shares and Deferred Share Holders shall be treated as Sellers for all purposes of this Agreement.