Common use of Company Common Stock Clause in Contracts

Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof (but subject to adjustment in accordance with the provisions of Section 2.1(c)(viii)), each share of Company Common Stock (other than Dissenting Shares and Excluded Shares) that is issued and outstanding immediately prior to the Effective Time shall be converted into and shall thereafter represent the right to receive the combination of (x) $15.60 in cash (the “Per Share Cash Amount”) and (y) 0.4778 (the “Exchange Ratio”) Parent ADSs duly and validly issued against the deposit of an equal number of Class A Ordinary Shares in accordance with the Deposit Agreement (the “Per Share Stock Amount”) (such combination of consideration identified in clauses (x) and (y), and subject to the following proviso, the “Merger Consideration”) ; provided, however, that, if determined by Parent in its reasonable discretion prior to the mailing of the Proxy Statement/Prospectus as necessary or advisable to comply with the UK Prospectus Rules, each Cash-Only Share shall receive, in lieu of the Per Share Stock Amount, an additional amount in cash equal to the product of (x) the Final Parent Stock Price times (y) the Exchange Ratio, rounded to the nearest whole cent (the “Per Share Cash-Only Additional Cash Amount”). At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, all shares of Company Common Stock shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each certificate and uncertificated book entry that immediately prior to the Effective Time represented any shares of Company Common Stock (other than Dissenting Shares and Excluded Shares) (as applicable, a “Company Certificate” or “Book Entry Share”) shall thereafter represent only the right to receive the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby, and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.2(c). For purposes of this Agreement, each of the following terms has the meaning set forth below:

Company Common Stock. At (i) As soon as reasonably practicable after the Effective TimeClosing Date, the Exchange Agent shall mail or otherwise deliver to each Company Common Shareholder whose Company Common Stock was converted into Surviving Corporation Shares and who has the right to receive Per Share Merger Consideration hereunder: (A) a letter of transmittal (the "Letter of Transmittal"), which shall specify that, in respect of any Certificate, risk of loss and title shall pass only upon receipt thereof (or of an affidavit in accordance with Section 3.5) by virtue the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and shall be in such form and have such other customary provisions as Parent and the Company may reasonably specify, (B) any notice required pursuant to the MIBCA, and (C) instructions for use in effecting the surrender of the Certificates or transfer of the Book-Entry Shares, as applicable, held by such Company Common Shareholder. In the event a Company Common Shareholder does not deliver to the Exchange Agent a duly executed and completed Letter of Transmittal and does not deliver the Certificate(s) or surrender the Book-Entry Shares held by such Company Common Shareholder, such Person shall not be entitled to receive the Per Share Merger Consideration relating to such Certificate or Book-Entry Share unless and without any action on until such Person delivers a duly executed and completed Letter of Transmittal and Certificate(s) or Book-Entry Shares (or an affidavit in accordance with Section 3.5), as applicable, to the part Exchange Agent. Exchange of any holder thereof (but subject to adjustment Book-Entry Shares shall be effected in accordance with the provisions of Exchange Agent's customary procedures with respect to securities represented by book entry. Until surrendered as contemplated by this Section 2.1(c)(viii)3.3(b), each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration pursuant to Section 3.1(a) and this Section 3.3. (ii) Upon the Exchange Agent's receipt of a duly executed and completed Letter of Transmittal and the surrender of the Certificates or transfer of the Book-Entry Shares held by any Company Common Shareholder, the Exchange Agent shall deliver, in accordance with Section 3.1(a), to such Company Common Shareholder an aggregate number of such Parent Shares equal to the sum of such Company Common Shareholder's Per Share Merger Consideration for each share of Company Common Stock properly surrendered by such Company Common Shareholder pursuant hereto. (other than Dissenting Shares and Excluded Sharesiii) that is issued and outstanding immediately prior to the Effective Time shall be converted into and shall thereafter represent the right to receive the combination of (x) $15.60 in cash (the “The Per Share Cash Amount”) Merger Consideration paid or payable and (y) 0.4778 (issued or issuable upon the “Exchange Ratio”) Parent ADSs duly and validly issued against the deposit surrender of an equal number of Class A Ordinary Shares Company Common Stock in accordance with the Deposit Agreement (the “Per Share Stock Amount”) (such combination terms of consideration identified in clauses (x) and (y), and subject to the following proviso, the “Merger Consideration”) ; provided, however, that, if determined by Parent in its reasonable discretion prior to the mailing of the Proxy Statement/Prospectus as necessary or advisable to comply with the UK Prospectus Rules, each Cash-Only Share shall receive, in lieu of the Per Share Stock Amount, an additional amount in cash equal to the product of (x) the Final Parent Stock Price times (y) the Exchange Ratio, rounded to the nearest whole cent (the “Per Share Cash-Only Additional Cash Amount”). At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, all shares of Company Common Stock shall cease to be outstanding and this Article III shall be canceled paid or payable and retired and shall cease to exist, and each certificate and uncertificated book entry that immediately prior to the Effective Time represented any shares issued or issuable in full satisfaction of Company Common Stock (other than Dissenting Shares and Excluded Shares) (as applicable, a “Company Certificate” or “Book Entry Share”) shall thereafter represent only the right to receive the Merger Consideration with respect all rights pertaining to the shares of Company Common Stock formerly represented thereby, and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.2(c). For purposes of this Agreement, each of the following terms has the meaning set forth below:Stock.

Company Common Stock. At Promptly after the First Merger Effective Time, Parent shall cause the Exchange Agent to mail (and make available for collection by virtue hand) to each holder of record of a certificate or certificates which immediately prior to the First Merger Effective Time represented outstanding Company Common Shares (the “Common Certificates”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Common Shares”) and whose Company Common Shares were converted pursuant to Section 2.1(a) into the right to receive the Per Common Share Merger Consideration (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon delivery of the Common Certificates (or affidavits of loss in lieu thereof) or transfer of the Book-Entry Common Shares to the Exchange Agent and which shall otherwise be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of the Common Certificates (or affidavits of loss in lieu thereof) or Book-Entry Common Shares in exchange for payment of the Per Common Share Merger Consideration, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.6. Upon (i) surrender to the Exchange Agent or to such other agent or agents as may be appointed by Parent of a Common Certificate for cancellation (or an affidavit of loss in lieu thereof) or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of a Book-Entry Common Share, together with a letter of transmittal duly completed and without any action on the part of any holder thereof (but subject to adjustment validly executed in accordance with the provisions instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of Section 2.1(c)(viii)), such Common Certificate or Book-Entry Common Share shall be entitled to receive in exchange therefor the Per Common Share Merger Consideration in respect of each share of Company Common Stock (other than Dissenting Shares and Excluded Shares) that is issued and outstanding immediately prior formerly represented by such Common Certificate or Book-Entry Common Share pursuant to the Effective Time shall be converted into and shall thereafter represent provisions of this Article II, including any Fractional Share Consideration that such holder has the right to receive the combination of (x) $15.60 in cash (the “Per Share Cash Amount”) and (y) 0.4778 (the “Exchange Ratio”) Parent ADSs duly and validly issued against the deposit of an equal number of Class A Ordinary Shares in accordance with the Deposit Agreement (the “Per Share Stock Amount”) (such combination of consideration identified in clauses (x) and (y), and subject pursuant to the following proviso, the “Merger Consideration”) ; provided, however, that, if determined by provisions of Section 2.6. The Parent in its reasonable discretion prior to the mailing of the Proxy Statement/Prospectus as necessary or advisable to comply with the UK Prospectus Rules, each Cash-Only Share shall receive, in lieu Common Stock constituting part of the Per Common Share Stock AmountMerger Consideration shall be in uncertificated book-entry form, an additional amount in cash equal to the product of (x) the Final Parent Stock Price times (y) the Exchange Ratio, rounded to the nearest whole cent (the “Per Share Cash-Only Additional Cash Amount”). At the Effective Time, unless a physical certificate is requested by virtue of the Merger and without any action on the part of any a holder thereof, all shares of Company Common Stock or is otherwise required under applicable Law. The Exchange Agent shall cease accept such Common Certificates (or affidavits of loss in lieu thereof) or Book-Entry Common Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Per Common Share Merger Consideration is to be outstanding and shall be canceled and retired and shall cease made to exist, and each certificate and uncertificated book entry that immediately prior to a Person other than the Effective Time represented any shares of Person in whose name the Company Common Stock surrendered in exchange therefor is registered, it shall be a condition precedent of payment that either the Common Certificate so surrendered shall be properly endorsed or such Common Certificate (other than Dissenting Shares and Excluded Shares) (as applicable, a “Company Certificate” or “Book Entry Share”affidavit of loss in lieu thereof) shall thereafter otherwise be in proper form for the transfer or such Book-Entry Common Share shall be properly transferred. Until surrendered as contemplated by this Section 2.2, each Common Certificate and Book-Entry Common Share shall be deemed at any time after the First Merger Effective Time to represent only the right to receive the applicable Per Common Share Merger Consideration as contemplated by this Article II, including any amount payable in respect of Fractional Share Consideration in accordance with respect to the shares of Company Common Stock formerly represented therebySection 2.6, and any dividends or other distributions to which on shares of Parent Common Stock in accordance with Section 2.2(f), without interest thereon. The issuance or payment of the holders thereof are entitled Per Common Share Merger Consideration and the payment of any Fractional Share Consideration pursuant to Section 2.2(c2.6 in respect of Parent Common Stock in accordance with this Agreement shall be deemed issued and paid in full satisfaction of all rights pertaining to such Company Common Stock (other than the right to receive dividends or other distributions, if any, in accordance with Section 2.2(f). For purposes of this Agreement, each of the following terms has the meaning set forth below:).

Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof (but subject to adjustment in accordance with the provisions of Section 2.1(c)(viii)), each Each share of Company Common Stock (other than Dissenting Shares and Excluded Shares) that is issued and outstanding immediately prior to the Effective Time (other than any Company Common Stock to be canceled in accordance with Section 2.3(a) and other than Appraisal Rights Shares) shall be converted into and shall thereafter represent the right to receive an amount of cash (rounded to the combination nearest cent), without interest, equal to the sum of (xi) $15.60 in cash (the “Per Share Cash Amount”) Initial Common Equity Consideration and (yii) 0.4778 (the “Exchange Ratio”) Parent ADSs duly and validly issued against the deposit of an equal number of Class A Ordinary Shares in accordance with the Deposit Agreement (the “Per Share Stock Amount”) Additional Common Equity Consideration, if any (any such combination of consideration identified in clauses (x) and (y), and subject Per Share Additional Common Equity Consideration shall be paid to the holders of Company Common Stock at such time following proviso, the “Merger Consideration”) Closing as provided herein); provided, however, that, if determined the Paying Agent shall not deliver to a holder of Company Common Stock any cash for such holder’s outstanding Company Common Stock until such holder has delivered to the Paying Agent a letter of transmittal that shall be in a form reasonably agreed to by Parent in its reasonable discretion prior and the Company and that shall specify that delivery shall be effected, and risk of loss and title to the mailing pertinent securities shall pass, only upon actual delivery of the Proxy Statement/Prospectus Stock Certificates and Company Common Stock Surrender Forms or Company Preferred Stock Surrender Forms, as necessary or advisable to comply with the UK Prospectus Rulescase may be, each Cash-Only Share shall receive, in lieu of the Per Share Stock Amount, an additional amount in cash equal to the product Paying Agent (a “Letter of (xTransmittal”) and Company Common Stock Surrender Forms to accompany the Final Parent Stock Price times (y) the Exchange Ratio, rounded to the nearest whole cent (the “Per Share Cash-Only Additional Cash Amount”). At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, all certificates for such shares of Company Common Stock shall cease to be outstanding Stock; and shall be canceled and retired and shall cease to existprovided, and each certificate and uncertificated book entry further, that immediately prior to the Effective Time represented any shares if a holder of Company Common Stock (other than Dissenting Shares and Excluded Shares) (as applicable, a “Company Certificate” or “Book Entry Share”) shall thereafter represent only the right to receive the Merger Consideration with respect has not delivered to the shares Paying Agent such Letter of Transmittal and Company Common Stock Surrender Forms at Closing, the Paying Agent shall hold such amount and not pay such amount to such holder of Company Common Stock formerly represented thereby, until such Letter of Transmittal and any dividends or other distributions to which the holders thereof Company Common Stock Surrender Forms are entitled pursuant to Section 2.2(c). For purposes of this Agreement, each of the following terms has the meaning set forth below:delivered.

Company Common Stock. At the First Effective Time, by virtue of the First Merger and without any action on the part of Parent, Merger Sub I, Merger Sub II, the Company, any holder thereof (but subject to adjustment in accordance with the provisions of Section 2.1(c)(viii))Securityholder, or any other Person, each share of Company Common Stock (other than excluding Cancelled Shares, which shall be treated in the manner set forth in Section 1.3(b)(iii), and Dissenting Shares and Excluded Shares, which shall be treated in the manner set forth in Section 1.3(b)(iv)) that is issued and outstanding and held by a Stockholder as of immediately prior to the First Effective Time shall be cancelled and converted automatically into and shall thereafter represent the right to receive receive, upon the combination of (x) $15.60 in cash (the “Per Share Cash Amount”) and (y) 0.4778 (the “Exchange Ratio”) Parent ADSs duly and validly issued against the deposit of an equal number of Class A Ordinary Shares in accordance with the Deposit Agreement (the “Per Share Stock Amount”) (such combination of consideration identified in clauses (x) and (y), terms and subject to the following proviso, conditions set forth in this Agreement (including the “Merger Consideration”escrow and indemnification provisions set forth herein): (A) ; provided, however, that, if determined by Parent cash in its reasonable discretion prior to the mailing of the Proxy Statement/Prospectus as necessary or advisable to comply with the UK Prospectus Rules, each Cash-Only Share shall receive, in lieu of the Per Share Stock Amount, an additional amount in cash equal to the product of (x) Per Common Share Cash Consideration, less the Final Parent Stock Price times (y) the Exchange Ratio, rounded to the nearest whole cent (the “Per Share Cash-Only Additional Cash Amount”). At the Effective Time, by virtue portion of the Merger and without any action on Expense Fund Amount to be withheld from the part holder of any holder thereof, all shares such share of Company Common Stock shall cease with respect thereto in accordance with Section 2.3(i), (B) a number of shares of Parent Common Stock equal to the Per Common Share Stock Consideration, less the portion of the Reserved Amount to be outstanding and shall be canceled and retired and shall cease to exist, and each certificate and uncertificated book entry that immediately prior to withheld from the Effective Time represented any shares holder of such share of Company Common Stock with respect thereto in accordance with Section 2.3(h), (other than Dissenting Shares C) the portion of the Expense Fund Release Amount, if any, allocable to the holder of such share of Company Common Stock in accordance with Section 2.3(i), (D) the number of shares of Parent Common Stock, if any, issuable pursuant to Section 2.4(e)(i), and Excluded (E) the number of Reserved Shares) (as applicable, a “if any, released from the Reserved Pool and allocable to the holder of such share of Company Certificate” or “Book Entry Share”) shall thereafter represent only the right to receive the Merger Consideration Common Stock in accordance with Section 9.8; provided, that, with respect to the CEO, a number of shares of Parent Common Stock representing up to Seven Million Dollars ($7,000,000.00) of the Stock Consideration allocable to the CEO (based on the Parent Price) pursuant to the terms and conditions of this Agreement shall be subject to a redemption right in favor of Parent, as set forth in that certain Redemption Right Agreement, dated on or about the date hereof. The right to delivery of the foregoing components of the Merger Consideration is subject to the surrender of the certificate representing such share of Company Common Stock formerly represented thereby, and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.2(c). For purposes execution and delivery of a Letter of Transmittal and a Lockup Agreement (if the holder of such share of Company Common Stock is an Employee as of the date of this Agreement, each of the following terms has the meaning set forth below:).

Company Common Stock. At the Effective Time, : (a) Acquisition Sub shall make delivery in immediately available funds to the Exchange Agent by virtue wire transfer to the Exchange Account of the Merger and without any action on the part of any holder thereof (but subject to adjustment in accordance with the provisions of Section 2.1(c)(viii)), each share of Company Common Stock (other than Dissenting Shares and Excluded Shares) that is issued and outstanding immediately prior to the Effective Time shall be converted into and shall thereafter represent the right to receive the combination of (x) $15.60 in cash (the “Per Share Cash Amount”) and (y) 0.4778 (the “Exchange Ratio”) Parent ADSs duly and validly issued against the deposit of an equal number of Class A Ordinary Shares in accordance with the Deposit Agreement (the “Per Share Stock Amount”) (such combination of consideration identified in clauses (x) and (y), and subject to the following proviso, the “Merger Consideration”) ; provided, however, that, if determined by Parent in its reasonable discretion prior to the mailing of the Proxy Statement/Prospectus as necessary or advisable to comply with the UK Prospectus Rules, each Cash-Only Share shall receive, in lieu of the Per Share Stock Amount, an additional amount in cash equal to the product Initial Per Common Share Cash Payment multiplied by the number of (x) the Final Parent Stock Price times (y) the Exchange Ratio, rounded to the nearest whole cent (the “Per Share Cash-Only Additional Cash Amount”). At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, all shares of Company Common Stock shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each certificate and uncertificated book entry that immediately prior to the Effective Time represented any shares of Company Common Stock (other than Dissenting Shares and Excluded Shares); (b) The Exchange Agent shall deliver to each holder of shares of Company Common Stock (other than Dissenting Shares) (as applicable, a “Company Certificate” or “Book Entry Share”) shall thereafter represent only converted into the right to receive the Common Share Merger Consideration with respect pursuant to Section 2.2, who has surrendered to the Exchange Agent the certificate or certificates representing his, hers or its shares of Company Common Stock formerly (other than Dissenting Shares) together with any other customary instruments of transfer that reasonably may be required by Acquisition Sub, a check (or, if required by the next sentence, immediately available funds by wire transfer to the account designated in writing by such holder) for an amount equal to the Initial Per Common Share Cash Payment multiplied by the number of shares of Company Common Stock represented therebyby the certificate(s) so surrendered by such holder (less any tax withholdings); provided, however, the Exchange Agent shall make delivery of the initial payment amount required hereunder to each such holder by wire transfer of immediately available funds only if the Exchange Agent is in receipt of the certificate(s) held by such holder together with a written request containing all of the necessary information to effectuate a wire transfer to such holder of such certificate(s) no later than 2:00 p.m. Chicago time at least three (3) business days prior to the Closing; (c) Acquisition Sub shall make delivery in immediately available funds to the Company by wire transfer of the amount equal to the Common Share Merger Consideration multiplied by the number of outstanding Dissenting Shares; (d) The Surviving Company shall be obligated to pay each holder of Dissenting Shares who has surrendered to the Surviving Company the certificate or certificates representing his, hers or its Dissenting Shares together with any other customary instruments of transfer that reasonably may be required by the Company, the fair value for each Dissenting Share multiplied by the number of shares of Company Common Stock being surrendered (less any tax withholdings) as determined pursuant to New Hampshire Law RSA 293-A:13.01 et. seq., and all such payments shall be made at such time as shall be required by New Hampshire Law; (e) Acquisition Sub shall make delivery in immediately available funds to the Escrow Agent by wire transfer to the Escrow Account of the remaining portion of the aggregate Common Share Merger Consideration for all outstanding shares of Company Common Stock (other than Dissenting Shares), which remaining portion constitutes part of the Holdback; (f) There shall be no obligation (i) on the part of the Exchange Agent to deliver any dividends payment in respect of any of the shares of the Company Common Stock until (and then only to the extent that) the holder thereof surrenders the certificate(s) representing his, hers or its shares of Company Common Stock for exchange as provided in this Section 2.3, or, in lieu thereof, delivers to the Exchange Agent an appropriate affidavit of loss and an indemnity agreement, or (ii) on the part of the Surviving Company to deliver any payment in respect of the Dissenting Shares until (and then only to the extent that) the holder thereof surrenders the certificate(s) representing his, hers or its shares of Company Common Stock for exchange as provided in this Section 2.3, or, in lieu thereof, delivers to the Surviving Company an appropriate affidavit of loss and an indemnity agreement; If any payment for the Company Common Stock is to be made in a name other than that in which the certificate for the Company Common Stock surrendered for exchange is registered, it shall be a condition to the payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer, that all signatures shall be guaranteed by a member firm of any national securities exchange in the United States or the National Association of Securities Dealers, Inc., or by a commercial bank or trust company having an office in the United States, and that the person requesting the payment shall either (i) pay to the Exchange Agent (or the Company with respect to Dissenting Shares) any transfer or other distributions to which the holders thereof are entitled pursuant to Section 2.2(c). For purposes of this Agreement, each taxes required by reason of the following terms has payment to a person other than the meaning set forth below:registered holder of the certificate surrendered or (ii) establish to the reasonable satisfaction of the Exchange Agent (or the Company with respect to Dissenting Shares) that such taxes have been paid or are not payable. From and after the Effective Time, there shall be no transfers on the stock transfer books of the Company of any shares of Company Common Stock outstanding immediately prior to the Effective Time and any such shares of Company Common Stock presented to the Exchange Agent shall be canceled in exchange for the aggregate amounts payable with respect thereto as provided in Section 2.2.

Company Common Stock. At (i) Prior to the Effective Time, the Exchange Agent shall mail or otherwise deliver to each Company Common Shareholder: (A) a letter of transmittal (the “Letter of Transmittal”), which shall specify that in respect of any Certificate, risk of loss and title shall pass only upon receipt thereof by virtue the Exchange Agent and shall be in such form and have such other customary provisions as Parent and the Company may reasonably specify, (B) any notice required pursuant to the MIBCA, and (C) instructions for use in effecting the surrender of the Certificates or transfer of the Book-Entry Shares, as applicable, held by such Company Common Shareholder. In the event a Company Common Shareholder does not deliver to the Exchange Agent a duly executed and completed Letter of Transmittal and does not deliver the Certificate(s) or surrender the Book-Entry Shares, held by such Company Common Shareholder, such Person shall not be entitled to receive the Per Share Merger Consideration relating to such Certificate or Book-Entry Share unless and without any action on the part until such Person delivers a duly executed and completed Letter of any holder thereof Transmittal and Certificate(s) or Book-Entry Shares (but subject to adjustment or an affidavit in accordance with the provisions of Section 2.1(c)(viii)3.5), as applicable, to the Exchange Agent. Until surrendered as contemplated by this Section 3.3(b), each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration pursuant to Section 3.1(a). (ii) Upon the later of the Closing and the Exchange Agent’s receipt of a duly executed and completed Letter of Transmittal and the surrender of the Certificates or transfer of the Book-Entry Shares held by any Company Common Shareholder, the Exchange Agent shall issue, in accordance with Section 3.1(a), to such Company Common Shareholder an aggregate number of such shares of Parent Common Stock equal to the sum of such Company Common Shareholder’s Per Share Merger Consideration for each share of Company Common Stock held by such Company Common Shareholder. (other than Dissenting Shares and Excluded Sharesiii) that is issued and outstanding immediately prior to the Effective Time shall be converted into and shall thereafter represent the right to receive the combination of (x) $15.60 in cash (the “The Per Share Cash Amount”) Merger Consideration paid or payable and (y) 0.4778 (issued or issuable upon the “Exchange Ratio”) Parent ADSs duly and validly issued against the deposit surrender of an equal number of Class A Ordinary Shares Company Common Stock in accordance with the Deposit Agreement (the “Per Share Stock Amount”) (such combination terms of consideration identified in clauses (x) and (y), and subject to the following proviso, the “Merger Consideration”) ; provided, however, that, if determined by Parent in its reasonable discretion prior to the mailing of the Proxy Statement/Prospectus as necessary or advisable to comply with the UK Prospectus Rules, each Cash-Only Share shall receive, in lieu of the Per Share Stock Amount, an additional amount in cash equal to the product of (x) the Final Parent Stock Price times (y) the Exchange Ratio, rounded to the nearest whole cent (the “Per Share Cash-Only Additional Cash Amount”). At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, all shares of Company Common Stock shall cease to be outstanding and this Article III shall be canceled paid or payable and retired and shall cease to exist, and each certificate and uncertificated book entry that immediately prior to the Effective Time represented any shares issued or issuable in full satisfaction of Company Common Stock (other than Dissenting Shares and Excluded Shares) (as applicable, a “Company Certificate” or “Book Entry Share”) shall thereafter represent only the right to receive the Merger Consideration with respect all rights pertaining to the shares of Company Common Stock formerly represented thereby, and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.2(c). For purposes of this Agreement, each of the following terms has the meaning set forth below:Stock.

Company Common Stock. At (i) As soon as reasonably practicable after the Effective TimeClosing Date, the Exchange Agent shall mail or otherwise deliver to each Company Common Shareholder whose Company Common Stock was converted into Surviving Corporation Shares and who has the right to receive Per Share Merger Consideration hereunder: (A) a letter of transmittal (the “Letter of Transmittal”), which shall specify that, in respect of any Certificate, risk of loss and title shall pass only upon receipt thereof (or of an affidavit in accordance with Section 3.5) by virtue the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and shall be in such form and have such other customary provisions as Parent and the Company may reasonably specify, (B) any notice required pursuant to the MIBCA, and (C) instructions for use in effecting the surrender of the Certificates or transfer of the Book-Entry Shares, as applicable, held by such Company Common Shareholder. In the event a Company Common Shareholder does not deliver to the Exchange Agent a duly executed and completed Letter of Transmittal and does not deliver the Certificate(s) or surrender the Book-Entry Shares held by such Company Common Shareholder, such Person shall not be entitled to receive the Per Share Merger Consideration relating to such Certificate or Book-Entry Share unless and without any action on until such Person delivers a duly executed and completed Letter of Transmittal and Certificate(s) or Book-Entry Shares (or an affidavit in accordance with Section 3.5), as applicable, to the part Exchange Agent. Exchange of any holder thereof (but subject to adjustment Book-Entry Shares shall be effected in accordance with the provisions of Exchange Agent’s customary procedures with respect to securities represented by book entry. Until surrendered as contemplated by this Section 2.1(c)(viii)3.3(b), each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration pursuant to Section 3.1(a) and this Section 3.3. (ii) Upon the Exchange Agent’s receipt of a duly executed and completed Letter of Transmittal and the surrender of the Certificates or transfer of the Book-Entry Shares held by any Company Common Shareholder, the Exchange Agent shall deliver, in accordance with Section 3.1(a), to such Company Common Shareholder an aggregate number of such Parent Shares equal to the sum of such Company Common Shareholder’s Per Share Merger Consideration for each share of Company Common Stock properly surrendered by such Company Common Shareholder pursuant hereto. (other than Dissenting Shares and Excluded Sharesiii) that is issued and outstanding immediately prior to the Effective Time shall be converted into and shall thereafter represent the right to receive the combination of (x) $15.60 in cash (the “The Per Share Cash Amount”) Merger Consideration paid or payable and (y) 0.4778 (issued or issuable upon the “Exchange Ratio”) Parent ADSs duly and validly issued against the deposit surrender of an equal number of Class A Ordinary Shares Company Common Stock in accordance with the Deposit Agreement (the “Per Share Stock Amount”) (such combination terms of consideration identified in clauses (x) and (y), and subject to the following proviso, the “Merger Consideration”) ; provided, however, that, if determined by Parent in its reasonable discretion prior to the mailing of the Proxy Statement/Prospectus as necessary or advisable to comply with the UK Prospectus Rules, each Cash-Only Share shall receive, in lieu of the Per Share Stock Amount, an additional amount in cash equal to the product of (x) the Final Parent Stock Price times (y) the Exchange Ratio, rounded to the nearest whole cent (the “Per Share Cash-Only Additional Cash Amount”). At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, all shares of Company Common Stock shall cease to be outstanding and this Article III shall be canceled paid or payable and retired and shall cease to exist, and each certificate and uncertificated book entry that immediately prior to the Effective Time represented any shares issued or issuable in full satisfaction of Company Common Stock (other than Dissenting Shares and Excluded Shares) (as applicable, a “Company Certificate” or “Book Entry Share”) shall thereafter represent only the right to receive the Merger Consideration with respect all rights pertaining to the shares of Company Common Stock formerly represented thereby, and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.2(c). For purposes of this Agreement, each of the following terms has the meaning set forth below:Stock.