Common use of Share Forfeiture Clause in Contracts

Share Forfeiture. (a) Sponsor hereby agrees that if, as of the Test Date, (i) the Trading Price exceeds the Threshold Price; and (ii) there exist Rebate Shares, then Sponsor shall, no later than ten (10) Business Days following the Test Date, contribute, transfer, assign, convey and deliver to PubCo, and PubCo shall acquire and accept from Sponsor all of Sponsor’s right, title, and interest in, to and under, the lesser of (x) 50.1% of such Rebate Shares (rounded down to the nearest whole share) and (y) 5,010,000 PubCo Shares (subject to an equitable adjustment to reflect the effect of any share subdivisions, share consolidations, share dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change), for nil consideration (such portion of the Rebate Shares so contributed, transferred assigned, conveyed and delivered to PubCo by Sponsor, the “Forfeiture Shares”). (b) PubCo and Sponsor acknowledge and agree that (i) each Forfeiture Share, when so contributed, transferred assigned, conveyed and delivered to PubCo by Sponsor in accordance with Section 6.2(a), shall be and be deemed to have been (x) surrendered and forfeited to PubCo by Sponsor for nil consideration and (y) cancelled by PubCo immediately upon surrender and forfeiture and cease to be issued and outstanding; and (ii) any Remaining Support Shares (including any Rebate Shares) which are not Forfeiture Shares shall continue to be issued and outstanding and owned by Sponsor for its own account.