Common use of Other Class A Shares Issued to Company Employees Under Equity Plans Clause in Contracts

Other Class A Shares Issued to Company Employees Under Equity Plans. If at any time or from time to time, in connection with any Equity Plan (other than in respect of the exercise of a stock option), any Class A Shares are issued to a Company Employee (including any Class A Shares that are subject to forfeiture in the event specified vesting conditions are not achieved and any Class A Shares issued in settlement of a restricted stock unit or similar award) in consideration for services performed for the Company or a Controlled Entity of the Company: (i) the Corporation shall issue such number of Class A Shares as are to be issued to the Company Employee in accordance with the Equity Plan; (ii) the following events will be deemed to have occurred: (1) the Corporation shall be deemed to have sold such shares to the Company (or if the Company Employee is an employee of a Controlled Entity of the Company, to such Controlled Entity) for a purchase price equal to the Value of such shares, (2) the Company (or such Controlled Entity) shall be deemed to have delivered the shares to the Company Employee, (3) the Corporation shall be deemed to have contributed the purchase price to the Company as a Capital Contribution, and (4) in the case where the Company Employee is an employee of a Controlled Entity of the Company, the Company shall be deemed to have contributed such amount to the capital of such Controlled Entity; (iii) the Company shall issue to the Corporation a number of Common Units equal to the number of newly issued Class A Shares divided by the Adjustment Factor then in effect in consideration for the deemed Capital Contribution described in Section 3.5(c)(ii)(3); and (iv) to the extent such Class A Shares were issued to a Person subject to vesting or forfeiture in the event that the vesting conditions are not achieved or are incapable of being achieved or such Class A Shares are forfeited or otherwise repurchased for no consideration by the Parent Corporation Group, as applicable, the actions described in clauses (i), (ii) and (iii) shall be reversed.

Other Class A Shares Issued to Company Employees Under Equity Plans. If at any time or from time to time, in connection with any Equity Plan (other than in respect of the exercise of a stock option), any Class A Shares are issued to a Company Employee (including any Class A Shares that are subject to forfeiture in the event specified vesting conditions are not achieved and any Class A Shares issued in settlement of a restricted stock unit or similar award) in consideration for services performed for the Company or a Controlled Entity of the CompanyCompany Subsidiary: (i) the Corporation Genesis shall issue such number of Class A Shares as are to be issued to the Company Employee in accordance with the Equity Plan; (ii) the The following events will be deemed to have occurred: (1a) the Corporation Genesis shall be deemed to have sold such shares to the Managing Member who shall be deemed to have sold to the Company such shares (or if the Company Employee is an employee or other service provider of a Controlled Entity of the CompanyCompany Subsidiary, to such Controlled EntityCompany Subsidiary) for a purchase price equal to the Value of such shares, (2b) the Company (or such Controlled EntityCompany Subsidiary) shall be deemed to have delivered the shares to the Company Employee, (3c) Genesis, through the Corporation Managing Member, shall be deemed to have contributed the purchase price to the Company as a Capital Contribution, and (4d) in the case where the Company Employee is an employee of a Controlled Entity of the CompanyCompany Subsidiary, the Company shall be deemed to have contributed such amount to the capital of such Controlled Entity;the Company Subsidiary; and (iii) the The Company shall issue to the Corporation Managing Member a number of Company Class A Common Units equal to the number of newly issued Class A Shares divided by the Adjustment Factor then in effect in consideration for the a deemed Capital Contribution described in Section 3.5(c)(ii)(3); and an amount equal to (ivx) to the extent such number of newly issued Company Class A Shares were issued to Common Units, multiplied by (y) a Person subject to vesting or forfeiture in fraction the event that numerator of which is the vesting conditions are not achieved or are incapable Value of being achieved or such a Class A Shares are forfeited or otherwise repurchased for no consideration by Share, and the Parent Corporation Group, as applicable, denominator of which is the actions described Adjustment Factor then in clauses (i), (ii) and (iii) shall be reversedeffect.