Common use of IN CERTAIN CIRCUMSTANCES Clause in Contracts

IN CERTAIN CIRCUMSTANCES. Notwithstanding anything to the contrary in this Agreement, each Seller must, as a condition to the Seller’s Class A Contingent Shares to vest and become entitled to all of the rights of Class A Ordinary Shares, release the mortgage registered pursuant to Section 5.3(c) over the Shares sold by the Seller no later than five Business Days after the earlier to occur of: (i) Buyer giving notice in writing to the Seller that Buyer has filed with the U.S. Securities and Exchange Commission a “price range prospectus” for the IPO and (ii) Buyer having paid the Deferred Consideration Component to the Seller in accordance with Section 2.4(c). Release of the mortgage in this manner, and only in this manner, shall constitute the “Class A Contingent Shares Vesting Condition” for purposes of Article 14 of the Articles of Buyer.