Common use of Corporate Events Clause in Contracts

Corporate Events. In connection with (i) a merger, amalgamation, or consolidation involving the Company in which the Company is not the surviving corporation, (ii) a merger, amalgamation, or consolidation involving the Company in which the Company is the surviving corporation but the holders of the Company’s equity securities receive securities of another corporation or other property or cash, (iii) a SPAC Transaction (as defined in the Articles), (iv) a Liquidity Event, or (v) the reorganization or liquidation of the Company (each, a “Corporate Event”), the Committee may, in its discretion, provide for any one or more of the following: (a) The assumption or substitution of any or all Restricted Shares in connection with such Corporate Event; (b) The acceleration of vesting of any or all Restricted Shares, subject to the consummation of such Corporate Event; (c) The cancellation of any or all Restricted Shares as of the consummation of such Corporate Event; provided that in connection with such cancellation there is a payment in cash to Employee of an amount equal to the number of Restricted Shares being cancelled multiplied by the per-share consideration being paid for the Company’s Class B Common Shares in connection with such Corporate Event; and (d) The replacement of any or all Restricted Shares with a cash incentive program that preserves the value of the Restricted Shares so replaced (determined as of the consummation of the Corporate Event), with subsequent payment of cash incentives subject to the same vesting conditions as applicable to the Restricted Shares so replaced and payment to be made within thirty (30) days of the applicable vesting date. Payments to holders pursuant to paragraph (c) above shall be made in cash or, in the sole discretion of the Committee, in the form of such other consideration necessary for Employee to receive property, cash, or securities (or a combination thereof) as Employee would have been entitled to receive upon the occurrence of the transaction if the Restricted Shares has vested immediately prior to such transaction. In addition, in connection with any Corporate Event, prior to any payment or adjustment contemplated under this Section ‎4, the Committee may require Employee to (A) represent and warrant as to the unencumbered title to the Restricted Shares, (B) bear Employee’s pro-rata share of any post-closing indemnity obligations and be subject to the same post-closing purchase price adjustments, escrow terms, offset rights, holdback terms, and similar conditions as the other holders of equity securities of the Company, and (C) deliver customary transfer documentation as reasonably determined by the Committee.

Corporate Events. In Notwithstanding the foregoing, except as provided by the Committee in an Award Agreement or otherwise, in connection with (i) a merger, amalgamation, or consolidation involving the Company in which the Company is not the surviving corporation, (ii) a merger, amalgamation, or consolidation involving the Company in which the Company is the surviving corporation but the holders of the Company’s equity securities shares of Stock receive securities of another corporation or other property or cash, (iii) a SPAC Transaction (as defined Change in the Articles)Control, or (iv) a Liquidity Eventthe reorganization, or (v) the reorganization dissolution or liquidation of the Company (each, a “Corporate Event”), the Committee may, in its discretion, may provide for any one or more of the following: (a1) The assumption or substitution of any or all Restricted Shares Awards in connection with such Corporate Event, in which case the Awards shall be subject to the adjustment set forth in subsection (a) above; (b2) The acceleration of vesting of any or all Restricted SharesAwards not assumed or substituted in connection with such Corporate Event, subject to the consummation of such Corporate Event; (c3) The cancellation of any or all Restricted Shares Awards not assumed or substituted in connection with such Corporate Event (whether vested or unvested) as of the consummation of such Corporate Event; provided , together with the payment to the Grantees holding vested Awards (including any Awards that in connection with would vest upon the Corporate Event but for such cancellation there is a payment in cash to Employee cancellation) so canceled of an amount in respect of cancellation equal to the number of Restricted Shares being cancelled multiplied by an amount based upon the per-share consideration being paid for the Company’s Class B Common Shares Stock in connection with such Corporate Event; and (d4) The replacement of any or all Restricted Shares Awards (other than Awards that are intended to qualify as “stock rights” that do not provide for a “deferral of compensation” within the meaning of Section 409A of the Code) with a cash incentive program that preserves the value of the Restricted Shares Awards so replaced (determined as of the consummation of the Corporate Event), with subsequent payment of cash incentives subject to the same vesting conditions as applicable to the Restricted Shares Awards so replaced and payment to be made within thirty (30) days of the applicable vesting date. Payments to holders pursuant to paragraph (c3) above shall be made in cash or, in the sole discretion of the Committee, and to the extent applicable, in the form of such other consideration necessary for Employee a Grantee to receive property, cash, or securities (or a combination thereof) as Employee such Grantee would have been entitled to receive upon the occurrence of the transaction if the Restricted Shares has vested Grantee had been, immediately prior to such transaction, the holder of the number of shares of Stock covered by the Award at such time (less any applicable exercise or base price). In addition, in connection with any Corporate Event, prior to any payment or adjustment contemplated under this Section ‎4subsection (b), the Committee may require Employee a Grantee to (A) represent and warrant as to the unencumbered title to the Restricted Shareshis or her Awards, (B) bear Employeesuch Grantee’s pro-rata share of any post-closing indemnity obligations obligations, and be subject to the same post-closing purchase price adjustments, escrow terms, offset rights, holdback terms, and similar conditions as the other holders of equity securities of the CompanyStock, and (C) deliver customary transfer documentation as reasonably determined by the Committee. The Committee need not take the same action or actions with respect to all Awards or portions thereof or with respect to all Grantees. The Committee may take different actions with respect to the vested and unvested portions of an Award.

Corporate Events. In Notwithstanding the foregoing, except as provided by the Committee in an Award Agreement, Participant Agreement, or otherwise, in connection with (i) a merger, amalgamation, or consolidation involving the Company in which the Company is not the surviving corporation, ; (ii) a merger, amalgamation, or consolidation involving the Company in which the Company is the surviving corporation but the holders of the Company’s equity securities shares of Stock receive securities of another corporation or other property or cash, ; (iii) a SPAC Transaction (as defined Change in the Articles), Control; or (iv) a Liquidity Eventthe reorganization, or (v) the reorganization dissolution, or liquidation of the Company (each, a “Corporate Event”), the Committee may, in its discretion, may provide for any one or more of the following: (a1) The assumption or substitution of any or all Restricted Shares Awards in connection with such Corporate Event, in which case the Awards shall be subject to the adjustment set forth in Section 10(a) hereof, and to the extent that such Awards vest subject to the achievement of performance criteria, such performance criteria shall be deemed earned at target level (or if no target is specified, the maximum level) and will be converted into solely service based vesting awards that will vest during the performance period, if any, during which the original performance criteria would have been measured; (b2) The acceleration of vesting of any or all Restricted SharesAwards not assumed or substituted in connection with such Corporate Event, subject to the consummation of such Corporate Event; provided that unless otherwise set forth in an Award Agreement, any Awards that vest subject to the achievement of performance criteria will be deemed earned at target level (or if no target is specified, the maximum level), provided, further, that a Participant has not experienced a Termination prior to such Corporate Event; (c3) The cancellation of any or all Restricted Shares Awards not assumed or substituted in connection with such Corporate Event (whether vested or unvested) as of the consummation of such Corporate Event; provided , together with the payment to the Participants holding vested Awards (including any Awards that in connection with would vest upon the Corporate Event but for such cancellation there is a payment in cash to Employee cancellation) so canceled of an amount in respect of cancellation equal to the number of Restricted Shares being cancelled multiplied by an amount based upon the per-share consideration being paid for the Company’s Class B Common Shares Stock in connection with such Corporate Event; and (d) The replacement of any or all Restricted Shares with a cash incentive program that preserves the value of the Restricted Shares so replaced (determined as of the consummation of the Corporate Event), with subsequent payment of cash incentives subject to the same vesting conditions as applicable to the Restricted Shares so replaced and payment to be made within thirty (30) days of the applicable vesting date. Payments to holders pursuant to paragraph (c) above shall be made in cash orless, in the sole discretion case of Options, Stock Appreciation Rights, and other Awards subject to exercise, the Committeeapplicable exercise or base price; provided, however, that holders of Options, Stock Appreciation Rights, and other Awards subject to exercise shall be entitled to consideration in the form respect of cancellation of such other consideration necessary for Employee to receive property, cash, or securities (or a combination thereof) as Employee would have been entitled to receive upon the occurrence of the transaction Awards only if the Restricted Shares has vested immediately prior to such transaction. In additionper-share consideration less the applicable exercise or base price is greater than zero dollars ($0), in connection with any Corporate Event, prior to any payment or adjustment contemplated under this Section ‎4, the Committee may require Employee to (A) represent and warrant as to the unencumbered title extent that the per-share consideration is less than or equal to the Restricted Sharesapplicable exercise or base price, (B) bear Employee’s pro-rata share of any post-closing indemnity obligations and such Awards shall be subject to the same post-closing purchase price adjustments, escrow terms, offset rights, holdback terms, and similar conditions as the other holders of equity securities of the Company, and (C) deliver customary transfer documentation as reasonably determined by the Committee.canceled for no consideration;

Corporate Events. In Notwithstanding the foregoing, in connection with (i) a merger, amalgamation, merger or consolidation involving the Company in which the Company is not the surviving corporation, ; (ii) a merger, amalgamation, merger or consolidation involving the Company in which the Company is the surviving corporation but the holders of the Company’s equity securities shares of Stock receive securities of another corporation or and/or other property or property, including cash, ; (iii) a SPAC Transaction (as defined Change in the Articles), Control; or (iv) a Liquidity Event, or (v) the reorganization or liquidation of the Company (each, a “Corporate Event”), the Committee may, in its discretion, provide for any one or more of the following: (a) The assumption that the Award be assumed or substitution of any or all Restricted Shares substituted in connection with such Corporate Event, in which case, the Award shall be subject to the adjustment set forth in Section 3.1 above; (b) The acceleration of that the vesting of any or all Restricted Sharesthe Award shall be accelerated, subject to the consummation of such Corporate Event; (c) The cancellation that any vested and/or unvested portion of any or all Restricted Shares the Award be cancelled as of the consummation of such Corporate Event; provided , and that in connection with such cancellation there is the Grantee will receive a payment in cash to Employee for any vested portion of an such Award (including any portion of the Award that would vest upon the Corporate Event but for such cancellation) so cancelled based on the amount equal to the number of Restricted Shares being cancelled multiplied by the per-share consideration being paid for the Company’s Class B Common Shares Stock in connection with such Corporate Event, less, in the case of the Options, the applicable exercise price; provided, however, that the Grantee will only be entitled to consideration in respect of the cancellation of the Options if the per-share consideration less the applicable exercise price is greater than zero (and to the extent the per-share consideration is less than or equal to the applicable exercise price, the Options shall be cancelled for no consideration); and (d) The replacement that the Award (other than any portion of any or all Restricted Shares the Award that represents “stock rights” within the meaning of Section 409A be replaced with a cash incentive program that preserves the value of the Restricted Shares portion of the Award so replaced (determined as of the consummation of the Corporate Event), with subsequent payment of cash incentives subject to the same vesting conditions as applicable to the Restricted Shares portion of the Award so replaced replaced, and payment to be made within thirty (30) days of the applicable vesting date. Payments to holders pursuant to paragraph (c) above shall be made in cash or, in the sole discretion of the Committee, in the form of such other consideration necessary for Employee to receive property, cash, or securities (or a combination thereof) as Employee would have been entitled to receive upon the occurrence of the transaction if the Restricted Shares has vested immediately prior to such transaction. In addition, in connection with any Corporate Event, prior to any payment or adjustment contemplated under this Section ‎4, the Committee may require Employee to (A) represent and warrant as to the unencumbered title to the Restricted Shares, (B) bear Employee’s pro-rata share of any post-closing indemnity obligations and be subject to the same post-closing purchase price adjustments, escrow terms, offset rights, holdback terms, and similar conditions as the other holders of equity securities of the Company, and (C) deliver customary transfer documentation as reasonably determined by the Committee.

Corporate Events. In connection with (i) In case of (A) any reclassification or change of securities of the class issuable upon exercise of this Warrant (other than a merger, amalgamationchange in par value, or consolidation involving from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or (B) in case of any merger of the Company in which the Company is not the surviving corporation, with or into another corporation (ii) other than a merger, amalgamation, or consolidation involving the Company merger with another corporation in which the Company is the acquiring and the surviving corporation but the holders and which does not result in any reclassification or change of the Company’s equity outstanding securities receive securities issuable upon exercise of another corporation or other property or cash, (iiithis Warrant) a SPAC Transaction (as defined in the Articles), (iv) a Liquidity Event, or (v) the reorganization or liquidation of the Company (each, a “Corporate Event”), the Committee mayCompany, or such successor corporation, as the case may be, shall duly execute and deliver to the Holder a new Warrant (in form and substance satisfactory to the Holder), or the Company shall make appropriate provision without the issuance of a new Warrant, so that the Holder shall have the right to receive upon exercise of this Warrant, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Series Preferred theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such Corporate Event by a holder of the number of shares of Series Preferred then purchasable under this Warrant. Any new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5. The provisions of this Section 5(a)(i) shall similarly apply to successive Corporate Events. (ii) Notwithstanding anything to the contrary set forth in Section 5(a)(i), in its discretionthe event of a Corporate Event (other than a Corporate Event described in clause (A) of such defined term), provide for any one sale of all or more substantially all of the following: (aassets of the Company or an IPO, in which Holder has not exercised this Warrant in accordance with the terms of either Sections 3(a) The assumption or substitution 3(b) above, at Holder’s option, immediately prior to, and contingent upon, the consummation of any or all Restricted Shares such transaction, Holder may elect to surrender this Warrant to the Company in connection with such Corporate Event; exchange for a cash payment in an amount equal to the product of (bx) The acceleration two (2) times the Warrant Price then in effect and (y) the number of vesting shares of any or all Restricted Shares, subject Series Preferred issuable pursuant to the terms hereof had Holder elected to exercise this Warrant immediately prior to the consummation of such Corporate Event; (c) The cancellation of any or all Restricted Shares as of the consummation of such Corporate Event; provided that in connection with such cancellation there is a payment in cash to Employee of an amount equal to the number of Restricted Shares being cancelled multiplied by the per-share consideration being paid for the Company’s Class B Common Shares in connection with such Corporate Event; and (d) The replacement of any or all Restricted Shares with a cash incentive program that preserves the value of the Restricted Shares so replaced (determined as of the consummation of the Corporate Event), with subsequent payment of cash incentives subject to the same vesting conditions as applicable to the Restricted Shares so replaced and payment to be made within thirty (30) days of the applicable vesting date. Payments to holders pursuant to paragraph (c) above shall be made in cash or, in the sole discretion of the Committee, in the form of such other consideration necessary for Employee to receive property, cash, or securities (or a combination thereof) as Employee would have been entitled to receive upon the occurrence of the transaction if the Restricted Shares has vested immediately prior to such transaction. In addition, in connection with any Corporate Event, prior to any payment or adjustment contemplated under this Section ‎4, the Committee may require Employee to (A) represent and warrant as to the unencumbered title to the Restricted Shares, (B) bear Employee’s pro-rata share of any post-closing indemnity obligations and be subject to the same post-closing purchase price adjustments, escrow terms, offset rights, holdback terms, and similar conditions as the other holders of equity securities of the Company, and (C) deliver customary transfer documentation as reasonably determined by the Committee.

Corporate Events. In Notwithstanding the foregoing, in connection with (i) a merger, amalgamation, merger or consolidation involving the Company in which the Company is not the surviving corporation, ; (ii) a merger, amalgamation, merger or consolidation involving the Company in which the Company is the surviving corporation but the holders of the Company’s equity securities shares of Stock receive securities of another corporation or and/or other property or property, including cash, ; (iii) a SPAC Transaction (as defined Change in the Articles), Control; or (iv) a Liquidity Event, or (v) the reorganization or liquidation of the Company (each, a “Corporate Event”), the Compensation Committee may, in its discretion, provide for any one or more of the following: (a) The assumption that the Award be assumed or substitution of any or all Restricted Shares substituted in connection with such Corporate Event, in which case, the Award shall be subject to the adjustment set forth in Section 2.1 above; (b) The acceleration of that the vesting of any or all Restricted Sharesthe Award shall be accelerated, subject to the consummation of such Corporate Event; (c) The cancellation that any vested and/or unvested portion of any or all Restricted Shares the Award be cancelled as of the consummation of such Corporate Event; provided , and that in connection with such cancellation there is the Grantee will receive a payment in cash to Employee for any vested portion of an such Award (including any portion of the Award that would vest upon the Corporate Event but for such cancellation) so cancelled based on the amount equal to the number of Restricted Shares being cancelled multiplied by the per-share consideration being paid for the Company’s Class B Common Shares Stock in connection with such Corporate Event; and (d) The replacement of any or all Restricted Shares that the Award be replaced with a cash incentive program that preserves the value of the Restricted Shares portion of the Award so replaced (determined as of the consummation of the Corporate Event), with subsequent payment of cash incentives subject to the same vesting conditions as applicable to the Restricted Shares portion of the Award so replaced replaced, and payment to be made within thirty (30) days of the applicable vesting date. Payments to holders made pursuant to paragraph clause (c) above shall be made in cash or, in the sole discretion of the Compensation Committee, in the form of such other consideration necessary for Employee the Grantee to receive property, cash, or securities (or a any combination thereof) as Employee the Grantee would have been entitled to receive upon the occurrence of the transaction if the Restricted Shares has vested Grantee had been, immediately prior to such transaction, the holder of the number of shares of Stock covered by the Award at such time. In addition, in connection with any Corporate Event, prior to any payment or adjustment contemplated under this Section ‎42.2, the Compensation Committee may require Employee the Grantee to (Ai) represent and warrant as to the unencumbered title to the Restricted Shares, his Award; (Bii) bear Employee’s pro-his pro rata share of any post-closing indemnity obligations obligations, and be subject to the same post-closing purchase price adjustments, escrow terms, offset rights, holdback terms, and similar conditions as the other holders of equity securities of the Company, Stock; and (Ciii) deliver customary transfer documentation as reasonably determined by the Compensation Committee.

Corporate Events. In Notwithstanding the foregoing, except as provided by the Committee in an Award Agreement, Participant Agreement or otherwise, in connection with (i1) a merger, amalgamation, or consolidation involving the Company in which the Company is not the surviving corporation, (ii2) a merger, amalgamation, or consolidation involving the Company in which the Company is the surviving corporation but the holders of the Company’s equity securities shares of Stock receive securities of another corporation or other property or cash, (iii3) a SPAC Transaction (as defined Change in the Articles), (iv) a Liquidity EventControl, or (v4) the reorganization reorganization, dissolution or liquidation of the Company (each, a “Corporate Event”), all Awards outstanding on the effective date of such Corporate Event shall be treated in the manner described in the definitive transaction agreement (or, in the event that the Corporate Event does not entail a definitive agreement to which the Company is party, in the manner determined by the Committee may, in its sole discretion), provide which agreement may provide, without limitation, for any one or more of the following: (a1) The assumption or substitution of any or all Restricted Shares Awards in connection with such Corporate Event, in which case the Awards shall be subject to the adjustment set forth in Section ‎10(a) above, and to the extent that such Awards vest subject to the achievement of performance objectives or criteria, such objectives or criteria shall be adjusted appropriately to reflect the Corporate Event; (b2) The acceleration of vesting of any or all Restricted SharesAwards, subject to the consummation of such Corporate Event; (c3) The cancellation of any or all Restricted Shares Awards (whether vested or unvested) as of the consummation of such Corporate Event; provided , together with the payment to the Participants holding vested Awards (including any Awards that in connection with would vest upon the Corporate Event but for such cancellation there is a payment in cash to Employee cancellation) so canceled of an amount equal to the number in respect of Restricted Shares being cancelled multiplied by cancellation based upon the per-share consideration being paid for the Company’s Class B Common Shares Stock in connection with such Corporate Event; and , less, in the case of Options and other Awards subject to exercise, the applicable exercise price (d) The replacement of any or all Restricted Shares such amounts to be paid on substantially the same schedule and subject to substantially the same terms and conditions as the consideration payable for the Stock in connection with a cash incentive program that preserves the value of the Restricted Shares so replaced (determined as of the consummation of the Corporate Event), with subsequent payment of cash incentives subject to the same vesting conditions as applicable to the Restricted Shares so replaced and payment to be made within thirty (30) days of the applicable vesting date. Payments to holders pursuant to paragraph (c) above shall be made in cash or, in the sole discretion of the Committee, in the form of such other consideration necessary for Employee to receive property, cash, or securities (or a combination thereof) as Employee would have been entitled to receive upon the occurrence of the transaction if the Restricted Shares has vested immediately prior to such transaction. In addition, in connection with any Corporate Event, prior to any payment or adjustment contemplated under this Section ‎4, the Committee may require Employee to (A) represent and warrant as to the unencumbered title to the Restricted Shares, (B) bear Employee’s pro-rata share of any post-closing indemnity obligations and be subject to the same post-closing purchase price adjustments, escrow terms, offset rights, holdback terms, and similar conditions as the other holders of equity securities of the Company, and (C) deliver customary transfer documentation as reasonably unless otherwise determined by the Committee.); provided, however, that holders of Options and other Awards subject to exercise shall be entitled to consideration in respect of cancellation of such Awards only if the per-share consideration less the applicable exercise price is greater than zero dollars ($0), and to the extent that the per-share consideration is less than or equal to the applicable exercise price, such Awards shall be canceled for no consideration;

Corporate Events. In connection with (i) In case of any reclassification or change of securities of the class issuable upon exercise of this Warrant (other than a merger, amalgamationchange in par value, or consolidation involving from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company in which the Company is not the surviving corporation, with or into another corporation (ii) other than a merger, amalgamation, or consolidation involving the Company merger with another corporation in which the Company is the acquiring and the surviving corporation but the holders and which does not result in any reclassification or change of the Company’s equity outstanding securities receive securities issuable upon exercise of another corporation or other property or cash, (iiithis Warrant) a SPAC Transaction (as defined in the Articles), (iv) a Liquidity Event, or (v) the reorganization or liquidation of the Company (each, a “Corporate Event”), the Committee mayCompany, or such successor corporation, as the case may be, shall duly execute and deliver to the Holder a new Warrant (in form and substance satisfactory to the Holder), or the Company shall make appropriate provision without the issuance of a new Warrant, so that the Holder shall have the right to receive upon exercise of this Warrant, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Series Preferred theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such Corporate Event by a holder of the number of shares of Series Preferred then purchasable under this Warrant. Any new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5. The provisions of this Section 5(a)(i) shall similarly apply to successive Corporate Events. (ii) Notwithstanding anything to the contrary set forth in Section 5(a)(i), in its discretionthe event of a Corporate Event, provide for any one sale of all or more substantially all of the following: (aassets of the Company or an IPO, in which Holder has not exercised this Warrant in accordance with the terms of either Sections 3(a) The assumption or substitution of any or all Restricted Shares in connection with such Corporate Event; (b3(b) The acceleration of vesting of any or all Restricted Sharesabove, subject at Holder’s option, immediately prior to the consummation of such Corporate Event; , Holder may elect to surrender this Warrant to the Company in exchange for a cash payment in an amount equal to the product of (cx) The cancellation two (2) times the Warrant Price then in effect and (y) the number of any or all Restricted Shares as shares of Series Preferred issuable pursuant to the terms hereof had Holder elected to exercise this Warrant immediately prior to the consummation of such Corporate Event; provided that in connection with such cancellation there is a payment in cash to Employee of an amount equal to the number of Restricted Shares being cancelled multiplied by the per-share consideration being paid for the Company’s Class B Common Shares in connection with such Corporate Event; and (d) The replacement of any or all Restricted Shares with a cash incentive program that preserves the value of the Restricted Shares so replaced (determined as of the consummation of the Corporate Event), with subsequent payment of cash incentives subject to the same vesting conditions as applicable to the Restricted Shares so replaced and payment to be made within thirty (30) days of the applicable vesting date. Payments to holders pursuant to paragraph (c) above shall be made in cash or, in the sole discretion of the Committee, in the form of such other consideration necessary for Employee to receive property, cash, or securities (or a combination thereof) as Employee would have been entitled to receive upon the occurrence of the transaction if the Restricted Shares has vested immediately prior to such transaction. In addition, in connection with any Corporate Event, prior to any payment or adjustment contemplated under this Section ‎4, the Committee may require Employee to (A) represent and warrant as to the unencumbered title to the Restricted Shares, (B) bear Employee’s pro-rata share of any post-closing indemnity obligations and be subject to the same post-closing purchase price adjustments, escrow terms, offset rights, holdback terms, and similar conditions as the other holders of equity securities of the Company, and (C) deliver customary transfer documentation as reasonably determined by the Committee.