Common use of SHARE SCHEMES Clause in Contracts

SHARE SCHEMES. 5.11.1 The Seller shall accelerate the conditions for the vesting of any Restricted Stock Units awarded to any director or employee of any Target Company or any Embedded NSC so that such Restricted Stock Units and Stock Options shall vest prior to Completion. 5.11.2 The Seller shall: (a) withhold any Tax that is to be duly paid or accounted for to any Tax Authority in any relevant jurisdiction arising as a direct result of the vesting of the Restricted Stock Units prior to Completion; and (b) pay any liability to Tax of any Target Company that arises as a direct result of the vesting of the Restricted Stock Units and delivery of the shares subject to the Restricted Stock Units prior to Completion. 5.11.3 The Buyer or the relevant member of the Buyer’s Group, as the case may be, after Completion, shall procure that the relevant Target Company shall: (a) reclaim any Tax from the relevant director or employee that is to be duly paid or that is to be accounted for to any Tax Authority in any relevant jurisdiction as a result of the Stock Options awarded to any such director or any employee of any Target Company or any Embedded NSC; and (b) pay or procure the payment of any liability to Tax of any Target Company that arises as a result of the Stock Options. 5.11.4 The Seller shall provide the Buyer with sufficient information to enable the Buyer or the relevant member of the Buyer’s Group to fulfil its obligations to the relevant Tax Authority in relation to the Stock Options. 5.11.5 The Seller shall: (a) withhold any Tax that is to be duly paid or that is to be accounted for to any Tax Authority in any relevant jurisdiction as a result of the award of any Performance Stock Right; (b) provide such amount withheld in Clause 5.11.5(a) above to the Buyer in a timely manner so that the Buyer shall account to the relevant Tax Authority in any relevant jurisdiction in respect thereof; and (c) provide the Buyer with sufficient information to enable the Buyer or the relevant member of the Buyer’s Group to fulfil its obligations to the relevant Tax Authority in relation to the Performance Stock Rights. 5.11.6 The Buyer or the relevant member of the Buyer’s Group shall after Completion pay or shall procure that the relevant Target Company shall pay or procure the payment of, any Tax liability of any Target Company that arises as a result of the award of the Performance Stock Rights.

SHARE SCHEMES. 5.11.1 The Seller shall accelerate the conditions for the vesting of any Restricted Stock Units awarded to any director or employee of any Target Company or any Embedded NSC so that such Restricted Stock Units and Stock Options shall vest prior to Completion. 5.11.2 The Seller shall: (a) withhold any Tax that is to be duly paid or accounted for to any Tax Authority in any relevant jurisdiction arising as a direct result of the vesting of the Restricted Stock Units prior to Completion; and (b) pay any liability to Tax of any Target Company that arises as a direct result of the vesting of the Restricted Stock Units and delivery of the shares subject to the Restricted Stock Units prior to Completion. 5.11.3 The Buyer or the relevant member of the Buyer’s Group, as the case may be, after Completion, shall procure that the relevant Target Company shall: (a) reclaim any Tax from the relevant director or employee that is to be duly paid or that is to be accounted for to any Tax Authority in any relevant jurisdiction as a result of the Stock Options awarded to any such director or any employee of any Target Company or any Embedded NSC; andand EXECUTION VERSION (b) pay or procure the payment of any liability to Tax of any Target Company that arises as a result of the Stock Options. 5.11.4 The Seller shall provide the Buyer with sufficient information to enable the Buyer or the relevant member of the Buyer’s Group to fulfil its obligations to the relevant Tax Authority in relation to the Stock Options. 5.11.5 The Seller shall: (a) withhold any Tax that is to be duly paid or that is to be accounted for to any Tax Authority in any relevant jurisdiction as a result of the award of any Performance Stock Right; (b) provide such amount withheld in Clause 5.11.5(a) above to the Buyer in a timely manner so that the Buyer shall account to the relevant Tax Authority in any relevant jurisdiction in respect thereof; and (c) provide the Buyer with sufficient information to enable the Buyer or the relevant member of the Buyer’s Group to fulfil its obligations to the relevant Tax Authority in relation to the Performance Stock Rights. 5.11.6 The Buyer or the relevant member of the Buyer’s Group shall after Completion pay or shall procure that the relevant Target Company shall pay or procure the payment of, any Tax liability of any Target Company that arises as a result of the award of the Performance Stock Rights.