Common use of Incentive Plans Clause in Contracts

Incentive Plans. If at any time Parent issues a share of Common Stock under an Incentive Plan whether by the exercise of a stock option (or the exercise of any other instrument that entitles the holder thereof to purchase a share of Common Stock) the grant of a restricted share award, the settlement of a restricted stock unit award or otherwise, the following will occur: (a) the net proceeds (including the amount of the exercise price paid by the owner or the promissory note representing any loan made by Parent to the owner with respect to a stock purchase award, which promissory note will be deemed to have a Fair Market Value equal to the original principal balance of the promissory note), if any, received by Parent with respect to the share of Common Stock will be paid or transferred by Parent to Gazelle Holdco (including through Intermediate Entities, if applicable) and from Gazelle Holdco to the Company, which amounts will be treated for U.S. federal income tax purposes as having been paid to the Company by the person to whom the share of Common Stock is issued; (b) Gazelle Holdco will be deemed to make an additional Capital Contribution to the Company of an amount of cash equal to: (i) the Closing Price on the date the share is issued (or, if earlier, the date the related option or other instrument is exercised), reduced by (ii) the amount paid to the Company as described under subsection (a) above, if any; (c) Parent will be deemed to sell to Gazelle Holdco (including through Intermediate Entities, if applicable) and Gazelle Holdco will be deemed to sell to the Company a share of Common Stock for an amount of cash equal to the sum of: (i) the additional deemed Capital Contribution made by Gazelle Holdco to the Company in subsection (b) above, and (ii) the amount paid to the Company as described under subsection (a) above, if any, and to deliver such share of Common Stock to its owner under the Incentive Plan (the parties acknowledging that the deemed purchase will not cause the Company to own the shares of Common Stock for any purpose, including for the purpose of determining stockholders entitled to receive dividends or vote); (d) in exchange for the payment by Gazelle Holdco to the Company described in subsection (a) above and the deemed Capital Contribution by Gazelle Holdco to the Company described in subsection (b) above (which aggregate amount will be credited to the Capital Account of Gazelle Holdco), the Company will issue to Gazelle Holdco a number of Common Units equal to the inverse of the Exchange Rate registered in the name of Gazelle Holdco for each share of Common Stock issued by Parent under the Incentive Plan; (e) the Company will claim any compensation deductions attributable to the issuance or vesting, as the case may be, of shares of Common Stock and any other deductions available by reason of shares issued pursuant to an Incentive Plan (including, as applicable, as a result of an election under Code Section 83(b)), which deductions will be allocated among the Members in accordance with ARTICLE V; (f) if the owner of any share of Common Stock issued pursuant to an Incentive Plan has timely made an election under Code Section 83(b) with respect to that share of Common Stock and the share of Common Stock is subsequently forfeited, then each of the actual and deemed steps described in subsections (a) through (e) above with respect to that share of Common Stock will be reversed including the reversion of that share of Common Stock to Parent, the cancellation of the Common Unit issued to Parent and the reversal, if and to the extent required by Treasury Regulations Section 1.83-6(c) or other applicable Tax Law, of any compensation deductions previously allocated to the Members; and (g) if a share of Common Stock issued under an Incentive Plan is subject to a substantial risk of forfeiture and is not transferable for purposes of Code Section 83, and if a valid election under Code Section 83(b) has not been made with respect to such share of Common Stock, the foregoing transactions shall be deemed to occur for U.S. federal income tax purposes when such share of Common Stock is either transferable or no longer subject to a substantial risk of forfeiture for purposes of Code Section 83. Until such time, for U.S. federal income tax purposes (including for purposes of maintaining Capital Accounts and computing Profits, Losses and related items), such share of Common Stock shall not be deemed to have been issued and any distributions with respect to such share of Common Stock shall for such purposes be treated as compensation paid to the holder thereof by the Company.

Incentive Plans. If at any time Parent Newco issues a share of Class A Common Stock under an Incentive Plan whether by the exercise of a stock option (or the exercise of any other instrument that entitles the holder thereof to purchase a share of Class A Common Stock) or the grant of a restricted share award, the settlement of a restricted stock unit award or otherwise, the following will occur: (a) the net proceeds (including the amount of the exercise price paid by the owner or the promissory note representing any loan made by Parent Newco to the owner with respect to a stock purchase award, which promissory note will be deemed to have a Fair Market Value equal to the original principal balance of the that promissory note), if any, ) received by Parent Newco with respect to the share of Class A Common Stock Stock, if any, will be paid or transferred by Parent to Gazelle Holdco (including through Intermediate Entities, if applicable) and from Gazelle Holdco Newco to the CompanyCompany (indirectly through the Newco Group Members), which amounts will be treated for U.S. federal income tax purposes as having been paid to the Company by the person to whom the share of Class A Common Stock is issued; (b) Gazelle Holdco Newco will be deemed to make (indirectly through the Newco Group Members) an additional Capital Contribution to the Company of an amount of cash equal to: (i) the Closing Price current per share market price of a share of Class A Common Stock on the date the share is issued (or, if earlier, the date the related option or other instrument is exercised), reduced by (ii) the amount paid to the Company as described under subsection (a) above, if any; (c) Parent the Company will be deemed to sell to Gazelle Holdco (including through Intermediate Entities, if applicable) and Gazelle Holdco will be deemed to sell to the Company purchase from Newco a share of Class A Common Stock for an amount of cash equal to the sum of: (i) the additional deemed Capital Contribution made by Gazelle Holdco Newco (indirectly through the Newco Group Members) to the Company in subsection (b) above, and (ii) the amount paid to the Company as described under subsection (a) above, if any, and to deliver such share of Class A Common Stock to its owner under the Incentive Plan (the parties acknowledging that the deemed purchase will not cause the Company to own the shares of Class A Common Stock for any purpose, including for the purpose of determining stockholders entitled to receive dividends or vote); (d) in exchange for the payment by Gazelle Holdco Newco to the Company described in subsection (a) above and the deemed Capital Contribution by Gazelle Holdco Newco to the Company described in subsection (b) above (which aggregate amount will be credited to the Capital Account Accounts of Gazelle Holdcothe Newco Group Members), the Company will issue to Gazelle Holdco a Newco Group Member a number of Common Units equal to the inverse of the Exchange Rate registered in the name of Gazelle Holdco the applicable Newco Group Member for each share of Class A Common Stock issued by Parent Newco under the Incentive Plan; (e) the Company will claim any compensation deductions attributable to the issuance or vesting, as the case may be, of shares of Class A Common Stock and any other deductions available by reason of shares issued pursuant to an Incentive Plan (including, as applicable, as a result of an election under Code Section 83(b)), which deductions will be allocated among the Members in accordance with ARTICLE the allocation rules in Article V; (f) if the owner of any share of Class A Common Stock issued pursuant to an Incentive Plan has timely made an election under Code Section 83(b) with respect to that share of Class A Common Stock and the share of Class A Common Stock is subsequently forfeited, then each of the actual and deemed steps described in subsections (a) through (e) above with respect to that share of Class A Common Stock will be reversed reversed, including the reversion of that share of Class A Common Stock to ParentNewco, the cancellation of the Common Unit Unit(s) issued to Parent the applicable Newco Group Member and the reversal, if and to the extent required by Treasury Regulations Section 1.83-6(c) or other applicable Tax tax Law, of any compensation deductions previously allocated to the Members; and (g) if a share of Class A Common Stock issued under an Incentive Plan is subject to a substantial risk of forfeiture and is not transferable for purposes of Code Section 83, and if a valid election under Code Section 83(b) has not been made with respect to such share of Class A Common Stock, the foregoing transactions shall be deemed to occur for U.S. federal income tax purposes when such share of Class A Common Stock is either transferable or no longer subject to a substantial risk of forfeiture for purposes of Code Section 83. Until such time, for U.S. federal income tax purposes (including for purposes of maintaining Capital Accounts and computing Profits, Losses and related items), such share of Class A Common Stock shall not be deemed to have been issued and any distributions with respect to such share of Class A Common Stock shall for such purposes be treated as compensation paid to the holder thereof by the Company.

Incentive Plans. If at At any time Parent the Company issues a share of Class A Common Stock under an Incentive Plan (whether by the exercise of a stock option (or the exercise of any other instrument that entitles the holder thereof to purchase a share of Common Stock) the grant of a restricted share award, the settlement of a restricted stock unit award or otherwise), the following will occur: (a) the net proceeds (including without limitation the amount of the exercise price paid by the owner or the promissory note representing any loan made by Parent the Company to the owner with respect to a stock purchase award, which promissory note will be deemed to have a Fair Market Value fair market value equal to the original principal balance of the that promissory note), if any, ) received by Parent the Company with respect to the share of Class A Common Stock Stock, if any, will be paid or transferred by Parent to Gazelle Holdco (including through Intermediate Entities, if applicable) and from Gazelle Holdco the Company to the CompanyLLC, which amounts will be treated for U.S. federal income tax purposes as having been paid to the Company LLC by the person to whom the share of Class A Common Stock is to be issued; (b) Gazelle Holdco the Company will be deemed to make an additional Capital Contribution to the Company LLC of an amount of cash equal to: (i) the Closing Price current per share market price of a share of Class A Common Stock on the date the share is issued (or, if earlier, the date the related option or other instrument is exercised), reduced by (ii) the amount paid to the Company LLC as described under subsection (a) above, if any; (c) Parent the LLC will be deemed to sell to Gazelle Holdco (including through Intermediate Entities, if applicable) and Gazelle Holdco will be deemed to sell to purchase from the Company a share of Class A Common Stock for an amount of cash equal to the sum of: (i) the additional deemed Capital Contribution made by Gazelle Holdco the Company to the Company LLC in subsection (b) above, above and (ii) the amount paid to the Company LLC as described under subsection (a) above, if any, and to deliver such share of Class A Common Stock to its owner under the Incentive Plan (the parties acknowledging that the deemed purchase will not cause the Company LLC to own the shares of Common Stock for any purpose, including including, without limitation, for the purpose of determining stockholders entitled to receive dividends or vote); (d) in exchange for the payment by Gazelle Holdco the Company to the Company LLC described in subsection (a) above and the deemed Capital Contribution by Gazelle Holdco the Company to the Company LLC described in subsection (b) above (which aggregate amount will be credited to the Capital Account of Gazelle Holdcothe Company), the Company LLC will issue to Gazelle Holdco a number of the Company one Class A Common Units equal to the inverse of the Exchange Rate Unit and one Voting Unit registered in the name of Gazelle Holdco the Company for each share of Class A Common Stock issued by Parent the Company under the Incentive Plan; (e) the Company LLC will claim any compensation deductions attributable to the issuance or vesting, as the case may be, of shares of Class A Common Stock and any other deductions available by reason of shares issued pursuant to an Incentive Plan (including, as applicable, as a result of an election under Code Section 83(b)), which deductions will be allocated among the Members in accordance with ARTICLE the allocation rules in Article V; (f) if the owner of any share of Class A Common Stock issued pursuant to an Incentive Plan has timely made an election under Code Section 83(b) with respect to that share of Class A Common Stock and the share of Class A Common Stock is subsequently forfeited, then each of the actual and deemed steps described in subsections (a) through (e) above with respect to that share of Class A Common Stock will be reversed including including, without limitation, the reversion of that share of Class A Common Stock to Parentthe Company, the cancellation of the Class A Common Unit and Voting Unit issued to Parent the Company and the reversal, if and to the extent required by Treasury Regulations Section 1.83-6(c) or other applicable Tax Lawlaw, of any compensation deductions previously allocated to the Members; and (g) if a share of Class A Common Stock issued under an Incentive Plan is subject to a substantial risk of forfeiture and is not transferable for purposes of Code Section 83, and if a valid election under Code Section 83(b) has not been made with respect to such share of Class A Common Stock, the foregoing transactions shall be deemed to occur for U.S. federal income tax purposes when such share of Class A Common Stock is either transferable or no longer subject to a substantial risk of forfeiture for purposes of Code Section 83. Until such time, for U.S. federal income tax purposes (including for purposes of maintaining Capital Accounts and computing Profits, Losses and related items), such share of Class A Common Stock shall not be deemed to have been issued and any distributions with respect to such share of Class A Common Stock shall for such purposes be treated as compensation paid to the holder thereof by the CompanyLLC.

Incentive Plans. If at any time Parent Newco issues a share of Class A Common Stock under an Incentive Plan whether by the exercise of a stock option (or the exercise of any other instrument that entitles the holder thereof to purchase a share of Class A Common Stock) or the grant of a restricted share award, the settlement of a restricted stock unit award or otherwise, the following will occur: (a) the net proceeds (including the amount of the exercise price paid by the owner or the promissory note representing any loan made by Parent Newco to the owner with respect to a stock purchase award, which promissory note will be deemed to have a Fair Market Value equal to the original principal balance of the that promissory note), if any, ) received by Parent Newco with respect to the share of Class A Common Stock Stock, if any, will be paid or transferred by Parent to Gazelle Holdco (including through Intermediate Entities, if applicable) and from Gazelle Holdco Newco to the CompanyCompany (indirectly through the Newco Group Members), which amounts will be treated for U.S. federal income tax purposes as having been paid to the Company by the person to whom the share of Class A Common Stock is issued;issued; (b) Gazelle Holdco Newco will be deemed to make (indirectly through the Newco Group Members) an additional Capital Contribution to the Company of an amount of cash equal to: (i) the Closing Price current per share market price of a share of Class A Common Stock on the date the share is issued (or, if earlier, the date the related option or other instrument is exercised), reduced by (ii) the amount paid to the Company as described under subsection (a‎(a) above, if any;above; (c) Parent the Company will be deemed to sell to Gazelle Holdco (including through Intermediate Entities, if applicable) and Gazelle Holdco will be deemed to sell to the Company purchase from Newco a share of Class A Common Stock for an amount of cash equal to the sum of: (i) the additional deemed Capital Contribution made by Gazelle Holdco Newco (indirectly through the Newco Group Members) to the Company in subsection (b‎(b) above, and (ii) the amount paid to the Company as described under subsection (a‎(a) above, if any, and to deliver such share of Class A Common Stock to its owner under the Incentive Plan (the parties acknowledging that the deemed purchase will not cause the Company to own the shares of Class A Common Stock for any purpose, including for the purpose of determining stockholders entitled to receive dividends or vote);vote); (d) in exchange for the payment by Gazelle Holdco Newco to the Company described in subsection (a‎(a) above and the deemed Capital Contribution by Gazelle Holdco Newco to the Company described in subsection (b‎(b) above (which aggregate amount will be credited to the Capital Account Accounts of Gazelle Holdcothe Newco Group Members), the Company will issue to Gazelle Holdco a Newco Group Member a number of Common Units equal to the inverse of the Exchange Rate registered in the name of Gazelle Holdco the applicable Newco Group Member for each share of Class A Common Stock issued by Parent Newco under the Incentive Plan;Plan; (e) the Company will claim any compensation deductions attributable to the issuance or vesting, as the case may be, of shares of Class A Common Stock and any other deductions available by reason of shares issued pursuant to an Incentive Plan (including, as applicable, as a result of an election under Code Section 83(b)), which deductions will be allocated among the Members in accordance with ARTICLE V;the allocation rules in ‎‎Article 5; (f) if the owner of any share of Class A Common Stock issued pursuant to an Incentive Plan has timely made an election under Code Section 83(b) with respect to that share of Class A Common Stock and the share of Class A Common Stock is subsequently forfeited, then each of the actual and deemed steps described in subsections (a‎(a) through (e‎(e) above with respect to that share of Class A Common Stock will be reversed reversed, including the reversion of that share of Class A Common Stock to ParentNewco, the cancellation of the Common Unit Unit(s) issued to Parent the applicable Newco Group Member and the reversal, if and to the extent required by Treasury Regulations Section 1.83-6(c) or other applicable Tax tax Law, of any compensation deductions previously allocated to the Members; Members; and (g) if a share of Class A Common Stock issued under an Incentive Plan is subject to a substantial risk of forfeiture and is not transferable for purposes of Code Section 83, and if a valid election under Code Section 83(b) has not been made with respect to such share of Class A Common Stock, the foregoing transactions shall be deemed to occur for U.S. federal income tax purposes when such share of Class A Common Stock is either transferable or no longer subject to a substantial risk of forfeiture for purposes of Code Section 83. Until such time, for U.S. federal income tax purposes (including for purposes of maintaining Capital Accounts and computing Profits, Losses and related items), such share of Class A Common Stock shall not be deemed to have been issued and any distributions with respect to such share of Class A Common Stock shall for such purposes be treated as compensation paid to the holder thereof by the Company.

Incentive Plans. If at any time Parent Newco issues a share of Class A Common Stock under an Incentive Plan whether by the exercise of a stock option (or the exercise of any other instrument that entitles the holder thereof to purchase a share of Class A Common Stock) or the grant of a restricted share award, the settlement of a restricted stock unit award or otherwise, the following will occur: (a) the net proceeds (including the amount of the exercise price paid by the owner or the promissory note representing any loan made by Parent Newco to the owner with respect to a stock purchase award, which promissory note will be deemed to have a Fair Market Value equal to the original principal balance of the that promissory note), if any, ) received by Parent Newco with respect to the share of Class A Common Stock Stock, if any, will be paid or transferred by Parent to Gazelle Holdco (including through Intermediate Entities, if applicable) and from Gazelle Holdco Newco to the Company, which amounts will be treated for U.S. federal income tax purposes as having been paid to the Company by the person to whom the share of Class A Common Stock is issued; (b) Gazelle Holdco Newco will be deemed to make an additional Capital Contribution to the Company of an amount of cash equal to: (i) the Closing Price current per share market price of a share of Class A Common Stock on the date the share is issued (or, if earlier, the date the related option or other instrument is exercised), reduced by (ii) the amount paid to the Company as described under subsection (a) above, if any; (c) Parent the Company will be deemed to sell to Gazelle Holdco (including through Intermediate Entities, if applicable) and Gazelle Holdco will be deemed to sell to the Company purchase from Newco a share of Class A Common Stock for an amount of cash equal to the sum of: (i) the additional deemed Capital Contribution made by Gazelle Holdco Newco to the Company in subsection (b) above, and (ii) the amount paid to the Company as described under subsection (a) above, if any, and to deliver such share of Class A Common Stock to its owner under the Incentive Plan (the parties acknowledging that the deemed purchase will not cause the Company to own the shares of Class A Common Stock for any purpose, including for the purpose of determining stockholders entitled to receive dividends or vote); (d) in exchange for the payment by Gazelle Holdco Newco to the Company described in subsection (a) above and the deemed Capital Contribution by Gazelle Holdco Newco to the Company described in subsection (b) above (which aggregate amount will be credited to the Capital Account of Gazelle HoldcoNewco), the Company will issue to Gazelle Holdco a number of Newco one Common Units equal to the inverse of the Exchange Rate Unit registered in the name of Gazelle Holdco Newco for each share of Class A Common Stock issued by Parent Newco under the Incentive Plan; (e) the Company will claim any compensation deductions attributable to the issuance or vesting, as the case may be, of shares of Class A Common Stock and any other deductions available by reason of shares issued pursuant to an Incentive Plan (including, as applicable, as a result of an election under Code Section 83(b)), which deductions will be allocated among the Members in accordance with ARTICLE the allocation rules in Article V; (f) if the owner of any share of Class A Common Stock issued pursuant to an Incentive Plan has timely made an election under Code Section 83(b) with respect to that share of Class A Common Stock and the share of Class A Common Stock is subsequently forfeited, then each of the actual and deemed steps described in subsections (a) through (e) above with respect to that share of Class A Common Stock will be reversed reversed, including the reversion of that share of Class A Common Stock to ParentNewco, the cancellation of the Common Unit issued to Parent Newco and the reversal, if and to the extent required by Treasury Regulations Section 1.83-6(c) or other applicable Tax Law, of any compensation deductions previously allocated to the Members; and (g) if a share of Common Stock issued under an Incentive Plan is subject to a substantial risk of forfeiture and is not transferable for purposes of Code Section 83, and if a valid election under Code Section 83(b) has not been made with respect to such share of Common Stock, the foregoing transactions shall be deemed to occur for U.S. federal income tax purposes when such share of Common Stock is either transferable or no longer subject to a substantial risk of forfeiture for purposes of Code Section 83. Until such time, for U.S. federal income tax purposes (including for purposes of maintaining Capital Accounts and computing Profits, Losses and related items), such share of Common Stock shall not be deemed to have been issued and any distributions with respect to such share of Common Stock shall for such purposes be treated as compensation paid to the holder thereof by the Company.

Incentive Plans. If at any time Parent Newco issues a share of Class A Common Stock under an Incentive Plan whether by the exercise of a stock option (or the exercise of any other instrument that entitles the holder thereof to purchase a share of Class A Common Stock) or the grant of a restricted share award, the settlement of a restricted stock unit award or otherwise, the following will occur: (a) the net proceeds (including the amount of the exercise price paid by the owner or the promissory note representing any loan made by Parent Newco to the owner with respect to a stock purchase award, which promissory note will be deemed to have a Fair Market Value equal to the original principal balance of the that promissory note), if any, ) received by Parent Newco with respect to the share of Class A Common Stock Stock, if any, will be paid or transferred by Parent to Gazelle Holdco (including through Intermediate Entities, if applicable) and from Gazelle Holdco Newco to the Company, which amounts will be treated for U.S. federal income tax purposes as having been paid to the Company by the person to whom the share of Class A Common Stock is issued; (b) Gazelle Holdco Newco will be deemed to make an additional Capital Contribution to the Company of an amount of cash equal to: (i) the Closing Price current per share market price of a share of Class A Common Stock on the date the share is issued (or, if earlier, the date the related option or other instrument is exercised), reduced by (ii) the amount paid to the Company as described under subsection (a) above, if any; (c) Parent the Company will be deemed to sell to Gazelle Holdco (including through Intermediate Entities, if applicable) and Gazelle Holdco will be deemed to sell to the Company purchase from Newco a share of Class A Common Stock for an amount of cash equal to the sum of: (i) the additional deemed Capital Contribution made by Gazelle Holdco Newco to the Company in subsection (b) above, and (ii) the amount paid to the Company as described under subsection (a) above, if any, and to deliver such share of Class A Common Stock to its owner under the Incentive Plan (the parties acknowledging that the deemed purchase will not cause the Company to own the shares of Class A Common Stock for any purpose, including for the purpose of determining stockholders entitled to receive dividends or vote); (d) in exchange for the payment by Gazelle Holdco Newco to the Company described in subsection (a) above and the deemed Capital Contribution by Gazelle Holdco Newco to the Company described in subsection (b) above (which aggregate amount will be credited to the Capital Account of Gazelle HoldcoNewco), the Company will issue to Gazelle Holdco a number of Newco one Common Units equal to the inverse of the Exchange Rate Unit registered in the name of Gazelle Holdco Newco for each share of Class A Common Stock issued by Parent Newco under the Incentive Plan; (e) the Company will claim any compensation deductions attributable to the issuance or vesting, as the case may be, of shares of Class A Common Stock and any other deductions available by reason of shares issued pursuant to an Incentive Plan (including, as applicable, as a result of an election under Code Section 83(b)), which deductions will be allocated among the Members in accordance with ARTICLE the allocation rules in Article V; (f) if the owner of any share of Class A Common Stock issued pursuant to an Incentive Plan has timely made an election under Code Section 83(b) with respect to that share of Class A Common Stock and the share of Class A Common Stock is subsequently forfeited, then each of the actual and deemed steps described in subsections (a) through (e) above with respect to that share of Class A Common Stock will be reversed including the reversion of that share of Class A Common Stock to ParentNewco, the cancellation of the Common Unit issued to Parent Newco and the reversal, if and to the extent required by Treasury Regulations Section 1.83-6(c) or other applicable Tax Law, of any compensation deductions previously allocated to the Members; and (g) if a share of Common Stock issued under an Incentive Plan is subject to a substantial risk of forfeiture and is not transferable for purposes of Code Section 83, and if a valid election under Code Section 83(b) has not been made with respect to such share of Common Stock, the foregoing transactions shall be deemed to occur for U.S. federal income tax purposes when such share of Common Stock is either transferable or no longer subject to a substantial risk of forfeiture for purposes of Code Section 83. Until such time, for U.S. federal income tax purposes (including for purposes of maintaining Capital Accounts and computing Profits, Losses and related items), such share of Common Stock shall not be deemed to have been issued and any distributions with respect to such share of Common Stock shall for such purposes be treated as compensation paid to the holder thereof by the Company.

Incentive Plans. If at At any time Parent the Company issues a share of Class A Common Stock under an Incentive Plan (whether by the exercise of a stock option (or the exercise of any other instrument that entitles the holder thereof to purchase a share of Common Stock) the grant of a restricted share award, the settlement of a restricted stock unit award or otherwise), the following will occur: (a) the net proceeds (including without limitation the amount of the exercise price paid by the owner or the promissory note representing any loan made by Parent the Company to the owner with respect to a stock purchase award, which promissory note will be deemed to have a Fair Market Value fair market value equal to the original principal balance of the that promissory note), if any, ) received by Parent the Company with respect to the share of Class A Common Stock Stock, if any, will be paid or transferred by Parent to Gazelle Holdco (including through Intermediate Entities, if applicable) and from Gazelle Holdco the Company to the CompanyLLC, which amounts will be treated for U.S. federal income tax purposes as having been paid to the Company LLC by the person to whom the share of Class A Common Stock is to be issued; (b) Gazelle Holdco the Company will be deemed to make an additional Capital Contribution to the Company LLC of an amount of cash equal to: (i) the Closing Price current per share market price of a share of Class A Common Stock on the date the share is issued (or, if earlier, the date the related option or other instrument is exercised), reduced by (ii) the amount paid to the Company LLC as described under subsection (a) above, if any; (c) Parent the LLC will be deemed to sell to Gazelle Holdco (including through Intermediate Entities, if applicable) and Gazelle Holdco will be deemed to sell to purchase from the Company a share of Class A Common Stock for an amount of cash equal to the sum of: (i) the additional deemed Capital Contribution made by Gazelle Holdco the Company to the Company LLC in subsection (b) above, above and (ii) the amount paid to the Company LLC as described under subsection (a) above, if any, and to deliver such share of Class A Common Stock Stack to its owner under the Incentive Plan (the parties acknowledging that the deemed purchase will not cause the Company LLC to own the shares of Common Stock for any purpose, including including, without limitation, for the purpose of determining stockholders entitled to receive dividends or vote); (d) in exchange for the payment by Gazelle Holdco the Company to the Company LLC described in subsection (a) above and the deemed Capital Contribution by Gazelle Holdco the Company to the Company LLC described in subsection (b) above (which aggregate amount will be credited to the Capital Account of Gazelle Holdcothe Company), the Company LLC will issue to Gazelle Holdco a number of the Company one Class A Common Units equal to the inverse of the Exchange Rate Unit and one Voting Unit registered in the name of Gazelle Holdco the Company for each share of Class A Common Stock issued by Parent the Company under the Incentive Plan; (e) the Company LLC will claim any compensation deductions attributable to the issuance or vesting, as the case may be, of shares of Class A Common Stock and any other deductions available by reason of shares issued pursuant to an Incentive Plan (including, as applicable, as a result of an election under Code Section 83(b)), which deductions will be allocated among the Members in accordance with ARTICLE V;the allocation rules in Article V. (f) if the owner of any share of Class A Common Stock issued pursuant to an Incentive Plan has timely made an election under Code Section 83(b) with respect to that share of Class A Common Stock and the share of Class A Common Stock is subsequently forfeited, then each of the actual and deemed steps described in subsections (a) through (e) above with respect to that share of Class A Common Stock will be reversed including including, without limitation, the reversion of that share of Class A Common Stock to Parentthe Company, the cancellation of the Class A Common Unit and Voting Unit issued to Parent the Company and the reversal, if and to the extent required by Treasury Regulations Section 1.83-6(c) or other applicable Tax Lawlaw, of any compensation deductions previously allocated to the Members; and (g) if a share of Class A Common Stock issued under an Incentive Plan is subject to a substantial risk of forfeiture and is not transferable for purposes of Code Section 83, and if a valid election under Code Section 83(b) has not been made with respect to such share of Class A Common Stock, the foregoing transactions shall be deemed to occur for U.S. federal income tax purposes when such share of Class A Common Stock is either transferable or no longer subject to a substantial risk of forfeiture for purposes of Code Section 83. Until such time, for U.S. federal income tax purposes (including for purposes of maintaining Capital Accounts and computing Profits, Losses and related items), such share of Class A Common Stock shall not be deemed to have been issued and any distributions with respect to such share of Class A Common Stock shall for such purposes be treated as compensation paid to the holder thereof by the CompanyLLC.