Common use of Transfer of Common Stock to Operating Company Service Providers Clause in Contracts

Transfer of Common Stock to Operating Company Service Providers. As soon as reasonably practicable after receipt by the Corporation, pursuant to Section 5.5 of the Plan, of payment for the shares of Common Stock with respect to which an Option (which was issued to and is held by an Operating Company Service Provider in such capacity), or portion thereof, is exercised by a Participant who is an Operating Company Service Provider: i. The Corporation shall transfer to the Participant the total number of shares of Common Stock with respect to which the Option was exercised subject to the terms of the Plan (the “Total Purchased Shares”). Of the Total Purchased Shares, the number of shares of Common Stock that shall be deemed to be transferred directly to the Participant shall be equal to (A) the amount of the exercise price paid by the Participant to the Corporation pursuant to Section 5.5 of the Plan (the “Exercise Price Paid”) divided by (B) the Fair Market Value of a share of Common Stock at the time of exercise (the “Operating Company Holder Purchased Shares”). ii. The Corporation shall be deemed to sell to the Operating Company (or, if the Operating Company Service Provider is an Employee or other Service Provider of a Subsidiary of the Operating Company, to such Subsidiary of the Operating Company), and the Operating Company (or such Subsidiary of the Operating Company) shall be deemed to purchase from the Corporation, the number of shares of Common Stock (the “Operating Company Purchased Option Shares”) equal to the excess of (A) the number of Total Purchased Shares, over (B) the number of Operating Company Holder Purchased Shares. The deemed price paid by the Operating Company (or a Subsidiary of the Operating Company) to the Corporation for Operating Company Purchased Option Shares shall be an amount equal to the product of (x) the number of Operating Company Purchased Option Shares and (y) the Fair Market Value of a share of Common Stock at the time of the exercise. iii. The Operating Company (or a Subsidiary of the Operating Company) shall be deemed to transfer the Operating Company Purchased Option Shares to the Participant at no additional cost, as additional compensation. iv. The Operating Company shall issue to the Corporation on the date of exercise a number of Common Units equal to the sum of the number of Total Purchased Shares in consideration for (i) a deemed Capital Contribution from the Corporation in an amount equal to the number of Operating Company Purchased Option Shares, multiplied by the per-Common Unit Fair Market Value and (ii) a Capital Contribution from the Corporation in amount equal to the Exercise Price Paid. In the case where an Operating Company Service Provider is an Employee or other Service Provider to a Subsidiary of the Operating Company, the Operating Company shall be deemed to have contributed such amount to the capital of such Subsidiary of the Operating Company.

Transfer of Common Stock to Operating Company Service Providers. The Corporation shall issue such number of shares of Common Stock as are to be issued to an Operating Company Service Provider in accordance with the terms of the Plan and any Restricted Stock Unit or applicable Other Stock or Cash Based Award to an Operating Company Service Provider in accordance with Section 6.3 or Article VII of the Plan. As soon as reasonably practicable after receipt by the Corporationsuch Award is settled, pursuant to Section 5.5 of the Plan, of payment for the shares of Common Stock with respect to which an Option (which was issued to and is held by an Operating Company Service Provider in each such capacity), or portion thereof, is exercised by a Participant who is an Operating Company Service Providersettlement: i. The Corporation shall transfer to the Participant the total number of shares of Common Stock with respect to which the Option was exercised subject to the terms of the Plan (the “Total Purchased Shares”). Of the Total Purchased Shares, the number of shares of Common Stock that shall be deemed to be transferred directly to the Participant shall be equal to (A) the amount of the exercise price paid by the Participant to the Corporation pursuant to Section 5.5 of the Plan (the “Exercise Price Paid”) divided by (B) the Fair Market Value of a share of Common Stock at the time of exercise (the “Operating Company Holder Purchased Shares”). ii. The Corporation shall be deemed to sell to the Operating Company (or, if the Operating Company Service Provider is an Employee or other Service Provider of a Subsidiary of the Operating Company, to such Subsidiary of the Operating Company), and the Operating Company (or such Subsidiary of the Operating Company) shall be deemed to purchase from the Corporation, the number of shares of Common Stock (the “Operating Company Purchased Option RSU/Other Award Shares”) equal to the excess number issued in settlement of (A) the number of Total Purchased Shares, over (B) the number of Operating Company Holder Purchased SharesRestricted Stock Units or Other Stock or Cash Based Awards. The deemed price paid by the Operating Company (or a Subsidiary of the Operating Company) to the Corporation for Operating Company Purchased Option RSU/Other Award Shares shall be an amount equal to the product of (x) the number of Operating Company Purchased Option RSU/Other Award Shares and (y) the Fair Market Value of a share of Common Stock at the time of the exercisesettlement. iiiii. The Operating Company (or a Subsidiary of the Operating Company) shall be deemed to transfer the Operating Company Purchased Option Shares such shares of Common Stock to the Participant at no additional cost, as additional compensation. iviii. The Operating Company shall issue to the Corporation on the date of exercise settlement a number of Common Units equal to the sum of the number of Total Operating Company Purchased RSU/Other Award Shares in consideration for (i) a deemed Capital Contribution from the Corporation in an amount equal to the number of Operating Company Purchased Option SharesCommon Units issued in accordance with this section, multiplied by the per-Common Unit Fair Market Value and (ii) a Capital Contribution from the Corporation in amount equal to the Exercise Price PaidValue. In the case where an Operating Company Service Provider is an Employee employee or other Service Provider service provider to a Subsidiary of the Operating Company, the Operating Company shall be deemed to have contributed such amount to the capital of such Subsidiary of the Operating Company.

Transfer of Common Stock to Operating Company Service Providers. As soon as reasonably practicable after receipt by the Corporation, pursuant to Section 5.5 The Corporation shall issue such number of the Plan, of payment for the shares of Common Stock with respect as are to which an Option (which was be issued to and is held by an Operating Company Service Provider in such capacity), or portion thereof, is exercised by a Participant who is an Operating Company Service Provider: i. The Corporation shall transfer to the Participant the total number of shares of Common Stock accordance with respect to which the Option was exercised subject to the terms of the Plan (the “Total Purchased Shares”). Of the Total Purchased Shares, the number of shares of Common and any Restricted Stock that shall be deemed Unit or applicable Other Stock or Cash Based Award to be transferred directly to the Participant shall be equal to (A) the amount of the exercise price paid by the Participant to the Corporation pursuant to Section 5.5 of an Operating Company Service Provider in accordance with the Plan (the “Exercise Price Paid”) divided by (B) the Fair Market Value of a share of Common Stock at the time of exercise (the “Operating Company Holder Purchased Shares”).and, as soon as reasonably practicable after such Award is settled, with respect to each such settlement: ii. i. The Corporation shall be deemed to sell to the Operating Company (or, if the Operating Company Service Provider is an Employee employee or other Service Provider service provider of a Subsidiary of the Operating Company, to such Subsidiary of the Operating Company), and the Operating Company (or such Subsidiary of the Operating Company) shall be deemed to purchase from the Corporation, the number of shares of Common Stock (the “Operating Company Purchased Option RSU/Other Award Shares”) equal to the excess number issued in settlement of (A) the number of Total Purchased Shares, over (B) the number of Operating Company Holder Purchased SharesRestricted Stock Units or Other Stock or Cash Based Awards. The deemed price paid by the Operating Company (or a Subsidiary of the Operating Company) to the Corporation for Operating Company Purchased Option RSU/Other Award Shares shall be an amount equal to the product of (x) the number of Operating Company Purchased Option RSU/Other Award Shares and (y) the Fair Market Value of a share of Common Stock at the time of the exercisesettlement. iiiii. The Operating Company (or a Subsidiary of the Operating Company) shall be deemed to transfer such shares of Common Stock to the Operating Company Purchased Option Shares to the Participant Service Provider at no additional cost, as additional compensation. iviii. The Operating Company shall issue to the Corporation on the date of exercise settlement a number of Class A Common Units equal to the sum of the number of Total Operating Company Purchased RSU/Other Award Shares in consideration for (i) a deemed Capital Contribution from the Corporation in an amount equal to the number of Operating Company Purchased Option SharesClass A Common Units issued in accordance with this section, multiplied by the per-Common Unit Fair Market Value and (ii) a Capital Contribution from the Corporation in amount equal to the Exercise Price PaidValue. In the case where an Operating Company Service Provider is an Employee employee or other Service Provider service provider to a Subsidiary of the Operating Company, the Operating Company shall be deemed to have contributed such amount to the capital of such Subsidiary of the Operating Company.

Transfer of Common Stock to Operating Company Service Providers. As soon as reasonably practicable after receipt by the Corporation, pursuant to Section 5.5 of the Plan, of payment for the shares of Common Stock with respect to which an Option (which was issued to and is held by an Operating Company Service Provider in such capacity), or portion thereof, is exercised by a Participant who is an Operating Company Service Provider: i. The Corporation shall transfer to the Participant Operating Company Service Provider the total number of shares of Common Stock with respect to which the Option was exercised subject to the terms of the Plan (the “Total Purchased Shares”). Of the Total Purchased Shares, the number of shares of Common Stock that shall be deemed to be transferred directly to the Participant Operating Company Service Provider on behalf of the Operating Company shall be equal to (A) the amount of the exercise price paid by the Participant Operating Company Service Provider to the Corporation pursuant to Section 5.5 of the Plan (the “Exercise Price Paid”) divided by (B) the Fair Market Value (as defined in the Plan) of a share of Common Stock at the time of exercise (the “Operating Company Holder Purchased Shares”). ii. The Corporation shall be deemed to sell to the Operating Company (or, if the Operating Company Service Provider is an Employee employee or other Service Provider service provider of a Subsidiary of the Operating Company, to such Subsidiary of the Operating Company), and the Operating Company (or such Subsidiary of the Operating Company) shall be deemed to purchase from the Corporation, the number of shares of Common Stock (the “Operating Company Purchased Option Shares”) equal to the excess of (A) the number of Total Purchased Sharesshares subject to the Option (or portion thereof) that is exercised, over (B) the number of Operating Company Holder Purchased Shares. The deemed price paid by the Operating Company (or a Subsidiary of the Operating Company) to the Corporation for Operating Company Purchased Option Shares shall be an amount equal to the product of (x) the number of Operating Company Purchased Option Shares and (y) the Fair Market Value (as defined in the Plan) of a share of Common Stock at the time of the exercise. iii. The Operating Company (or a Subsidiary of the Operating Company) shall be deemed to transfer the Operating Company Purchased Option Shares to the Participant Operating Company Service Provider at no additional cost, as additional compensation. iv. The Operating Company shall issue to the Corporation on the date of exercise a number of Class A Common Units equal to the sum of the number of Total Operating Company Holder Purchased Shares and the number of Operating Company Purchased Option Shares in consideration for (i) a deemed Capital Contribution from the Corporation in an amount equal to the number of Operating Company Purchased Option SharesClass A Common Units issued in accordance with this section, multiplied by the per-Common Unit Fair Market Value and (ii) a Capital Contribution from the Corporation in amount equal to the Exercise Price PaidValue. In the case where an Operating Company Service Provider is an Employee employee or other Service Provider service provider to a Subsidiary of the Operating Company, the Operating Company shall be deemed to have contributed such amount to the capital of such Subsidiary of the Operating Company.

Transfer of Common Stock to Operating Company Service Providers. As soon as reasonably practicable after receipt by the Corporation, pursuant to Section 5.5 The Corporation shall issue such number of the Plan, of payment for the shares of Common Stock with respect as are to which an Option (which was be issued to and is held by an Operating Company Service Provider in such capacity), or portion thereof, is exercised by a Participant who is an Operating Company Service Provider: i. The Corporation shall transfer to the Participant the total number of shares of Common Stock accordance with respect to which the Option was exercised subject to the terms of the Plan (the “Total Purchased Shares”). Of the Total Purchased Shares, the number of shares of Common and any Restricted Stock that shall be deemed Unit or applicable Other Stock or Cash Based Award to be transferred directly to the Participant shall be equal to (A) the amount of the exercise price paid by the Participant to the Corporation pursuant to an Operating Company Service Provider in accordance with [Section 5.5 6.3 or 7.1] of the Plan (the “Exercise Price Paid”) divided by (B) the Fair Market Value of a share of Common Stock at the time of exercise (the “Operating Company Holder Purchased Shares”).and, as soon as reasonably practicable after such Award is settled, with respect to each such settlement: ii. i. The Corporation shall be deemed to sell to the Operating Company (or, if the Operating Company Service Provider is an Employee employee or other Service Provider service provider of a Subsidiary of the Operating Company, to such Subsidiary of the Operating Company), and the Operating Company (or such Subsidiary of the Operating Company) shall be deemed to purchase from the Corporation, the number of shares of Common Stock (the “Operating Company Purchased Option RSU/Other Award Shares”) equal to the excess number issued in settlement of (A) the number of Total Purchased Shares, over (B) the number of Operating Company Holder Purchased SharesRestricted Stock Units or Other Cash or Stock Based Awards. The deemed price paid by the Operating Company (or a Subsidiary of the Operating Company) to the Corporation for Operating Company Purchased Option RSU/Other Award Shares shall be an amount equal to the product of (x) the number of Operating Company Purchased Option RSU/Other Award Shares and (y) the Fair Market Value of a share of Common Stock at the time of the exercisesettlement. iiiii. The Operating Company (or a Subsidiary of the Operating Company) shall be deemed to transfer the Operating Company Purchased Option Shares such shares of Common Stock to the Participant at no additional cost, as additional compensation. iviii. The Operating Company shall issue to the Corporation on the date of exercise settlement a number of Common Units equal to the sum of the number of Total Operating Company Purchased RSU/Other Award Shares in consideration for (i) a deemed Capital Contribution from the Corporation in an amount equal to the number of Operating Company Purchased Option SharesCommon Units issued in accordance with this section, multiplied by the per-Common Unit Fair Market Value and (ii) a Capital Contribution from the Corporation in amount equal to the Exercise Price PaidValue. In the case where an Operating Company Service Provider is an Employee employee or other Service Provider service provider to a Subsidiary of the Operating Company, the Operating Company shall be deemed to have contributed such amount to the capital of such Subsidiary of the Operating Company.

Transfer of Common Stock to Operating Company Service Providers. As soon as reasonably practicable after receipt by the Corporation, pursuant to Section 5.5 of the Plan, of payment for the shares of Common Stock with respect to which an Option (which was issued to and is held by an Operating Company Service Provider in such capacity), or portion thereof, is exercised by a Participant who is an Operating Company Service Provider: i. The Corporation shall transfer to the Participant Operating Company Service Provider the total number of shares of Common Stock with respect to which the Option was exercised subject to the terms of the Plan (the “Total Purchased Shares”). Of the Total Purchased Shares, the number of shares of Common Stock that shall be deemed to be transferred directly to the Participant Operating Company Service Provider on behalf of the Operating Company shall be equal to (A) the amount of the exercise price paid by the Participant Operating Company Service Provider to the Corporation pursuant to Section 5.5 of the Plan (the “Exercise Price Paid”) divided by (B) the Fair Market Value (as defined in the Plan) of a share of Common Stock at the time of exercise (the “Operating Company Holder Purchased Shares”). ii. The Corporation shall be deemed to sell to the Operating Company (or, if the Operating Company Service Provider is an Employee employee or other Service Provider service provider of a Subsidiary of the Operating Company, to such Subsidiary of the Operating Company), and the Operating Company (or such Subsidiary of the Operating Company) shall be deemed to purchase from the Corporation, the number of shares of Common Stock (the “Operating Company Purchased Option Shares”) equal to the excess of (A) the number of Total Purchased Sharesshares subject to the Option (or portion thereof) that is exercised, over (B) the number of Operating Company Holder Purchased Shares. The deemed price paid by the Operating Company (or a Subsidiary of the Operating Company) to the Corporation for Operating Company Purchased Option Shares shall be an amount equal to the product of (x) the number of Operating Company Purchased Option Shares and (y) the Fair Market Value (as defined in the Plan) of a share of Common Stock at the time of the exercise. iii. The Operating Company (or a Subsidiary of the Operating Company) shall be deemed to transfer the Operating Company Purchased Option Shares to the Participant Operating Company Service Provider at no additional cost, as additional compensation. iv. The Operating Company shall issue to the Corporation on the date of exercise a number of Common Units equal to the sum of the number of Total Operating Company Holder Purchased Shares and the number of Operating Company Purchased Option Shares in consideration for (i) a deemed Capital Contribution from the Corporation in an amount equal to the number of Operating Company Purchased Option SharesCommon Units issued in accordance with this section, multiplied by the per-Common Unit Fair Market Value and (ii) a Capital Contribution from the Corporation in amount equal to the Exercise Price PaidValue. In the case where an Operating Company Service Provider is an Employee employee or other Service Provider service provider to a Subsidiary of the Operating Company, the Operating Company shall be deemed to have contributed such amount to the capital of such Subsidiary of the Operating Company.

Transfer of Common Stock to Operating Company Service Providers. As soon as reasonably practicable after receipt by the Corporation, pursuant to [Section 5.5 5.5] of the Plan, of payment for the shares of Common Stock with respect to which an Option (which was issued to and is held by an Operating Company Service Provider in such capacity), or portion thereof, is exercised by a Participant who is an Operating Company Service Provider: i. The Corporation shall transfer to the Participant the total number of shares of Common Stock with respect to which the Option was exercised subject to the terms of the Plan (the “Total Purchased Shares”). Of the Total Purchased Shares, Shares the number of shares of Common Stock that shall be deemed to be transferred directly to on behalf of the Participant Operating Company shall be equal to (A) the amount of the exercise price paid by the Participant to the Corporation pursuant to [Section 5.5 5.5] of the Plan (the “Exercise Price Paid”) divided by (B) the Fair Market Value of a share of Common Stock at the time of exercise (the “Operating Company Holder Purchased Shares”). ii. The Corporation shall be deemed to sell to the Operating Company (or, if the Operating Company Service Provider is an Employee employee or other Service Provider service provider of a Subsidiary of the Operating Company, to such Subsidiary of the Operating Company), and the Operating Company (or such Subsidiary of the Operating Company) shall be deemed to purchase from the Corporation, the number of shares of Common Stock (the “Operating Company Purchased Option Shares”) equal to the excess of (A) the number of Total Purchased Sharesshares subject to the Option (or portion thereof) that is exercised, over (B) the number of Operating Company Holder Purchased Shares. The deemed price paid by the Operating Company (or a Subsidiary of the Operating Company) to the Corporation for Operating Company Purchased Option Shares shall be an amount equal to the product of (x) the number of Operating Company Purchased Option Shares and (y) the Fair Market Value of a share of Common Stock at the time of the exercise. iii. The Operating Company (or a Subsidiary of the Operating Company) shall be deemed to transfer the Operating Company Purchased Option Shares to the Participant at no additional cost, as additional compensation. iv. The Operating Company shall issue to the Corporation on the date of exercise a number of Common Units equal to the sum of the number of Total Operating Company Holder Purchased Shares and the number of Operating Company Purchased Option Shares in consideration for (i) a deemed Capital Contribution from the Corporation in an amount equal to the number of Operating Company Purchased Option SharesCommon Units issued in accordance with this section, multiplied by the per-Common Unit Fair Market Value and (ii) a Capital Contribution from the Corporation in amount equal to the Exercise Price PaidValue. In the case where an Operating Company Service Provider is an Employee employee or other Service Provider service provider to a Subsidiary of the Operating Company, the Operating Company shall be deemed to have contributed such amount to the capital of such Subsidiary of the Operating Company.

Transfer of Common Stock to Operating Company Service Providers. As soon as reasonably practicable after receipt by the Corporation, pursuant to Section 5.5 The Corporation shall issue such number of the Plan, of payment for the shares of Common Stock with respect as are to which an Option (which was be issued to and is held by an Operating Company Service Provider in such capacity), or portion thereof, is exercised by a Participant who is an Operating Company Service Provider: i. The Corporation shall transfer to the Participant the total number of shares of Common Stock accordance with respect to which the Option was exercised subject to the terms of the Plan (the “Total Purchased Shares”). Of the Total Purchased Shares, the number of shares of Common and any Restricted Stock that shall be deemed Unit or applicable Other Stock or Cash Based Award to be transferred directly to the Participant shall be equal to (A) the amount of the exercise price paid by the Participant to the Corporation pursuant to Section 5.5 of an Operating Company Service Provider in accordance with the Plan (the “Exercise Price Paid”) divided by (B) the Fair Market Value of a share of Common Stock at the time of exercise (the “Operating Company Holder Purchased Shares”).and, as soon as reasonably practicable after such Award is settled, with respect to each such settlement: ii. i. The Corporation shall be deemed to sell to the Operating Company (or, if the Operating Company Service Provider is an Employee employee or other Service Provider service provider of a Subsidiary of the Operating Company, to such Subsidiary of the Operating Company), and the Operating Company (or such Subsidiary of the Operating Company) shall be deemed to purchase from the Corporation, the number of shares of Common Stock (the “Operating Company Purchased Option RSU/Other Award Shares”) equal to the excess number issued in settlement of (A) the number of Total Purchased Shares, over (B) the number of Operating Company Holder Purchased SharesRestricted Stock Units or Other Stock or Cash Based Awards. The deemed price paid by the Operating Company (or a Subsidiary of the Operating Company) to the Corporation for Operating Company Purchased Option RSU/Other Award Shares shall be an amount equal to the product of (x) the number of Operating Company Purchased Option RSU/Other Award Shares and (y) the Fair Market Value (as defined in the Plan) of a share of Common Stock at the time of the exercisesettlement. iiiii. The Operating Company (or a Subsidiary of the Operating Company) shall be deemed to transfer such shares of Common Stock to the Operating Company Purchased Option Shares to the Participant Service Provider at no additional cost, as additional compensation. iviii. The Operating Company shall issue to the Corporation on the date of exercise settlement a number of Class A Common Units equal to the sum of the number of Total Operating Company Purchased RSU/Other Award Shares in consideration for (i) a deemed Capital Contribution from the Corporation in an amount equal to the number of Operating Company Purchased Option SharesClass A Common Units issued in accordance with this section, multiplied by the per-Common Unit Fair Market Value and (ii) a Capital Contribution from as defined in the Corporation in amount equal to the Exercise Price PaidPlan). In the case where an Operating Company Service Provider is an Employee employee or other Service Provider service provider to a Subsidiary of the Operating Company, the Operating Company shall be deemed to have contributed such amount to the capital of such Subsidiary of the Operating Company.

Transfer of Common Stock to Operating Company Service Providers. As soon as reasonably practicable after receipt by the Corporation, pursuant to Section 5.5 of the Plan, of payment for the shares of Common Stock with respect to which an Option (which was issued to and is held by an Operating Company Service Provider in such capacity), or portion thereof, is exercised by a Participant who is an Operating Company Service Provider: i. The Corporation shall transfer to the Participant Operating Company Service Provider the total number of shares of Common Stock with respect to which the Option was exercised subject to the terms of the Plan (the “Total Purchased Shares”). Of the Total Purchased Shares, the number of shares of Common Stock that shall be deemed to be transferred directly to the Participant Operating Company Service Provider on behalf of the Operating Company shall be equal to (A) the amount of the exercise price paid by the Participant Operating Company Service Provider to the Corporation pursuant to Section 5.5 of the Plan (the “Exercise Price Paid”) divided by (B) the Fair Market Value (as defined in the Plan) of a share of Common Stock at the time of exercise (the “Operating Company Holder Purchased Shares”). ii. The Corporation shall be deemed to sell to the Operating Company (or, if the Operating Company Service Provider is an Employee employee or other Service Provider service provider of a Subsidiary of the Operating Company, to such Subsidiary of the Operating Company), and the Operating Company (or such Subsidiary of the Operating Company) shall be deemed to purchase from the Corporation, the number of shares of Common Stock (the “Operating Company Purchased Option Shares”) equal to the excess of (A) the number of Total Purchased Sharesshares subject to the Option (or portion thereof) that is exercised, over (B) the number of Operating Company Holder Purchased Shares. The deemed price paid by the Operating Company (or a Subsidiary of the Operating Company) to the Corporation for Operating Company Purchased Option Shares shall be an amount equal to the product of (x) the number of Operating Company Purchased Option Shares and (y) the Fair Market Value (as defined in the Plan) of a share of Common Stock at the time of the exercise. iii. The Operating Company (or a Subsidiary of the Operating Company) shall be deemed to transfer the Operating Company Purchased Option Shares to the Participant Operating Company Service Provider at no additional cost, as additional compensation. iv. The Operating Company shall issue to the Corporation on the date of exercise a number of Class A Common Units equal to the sum of the number of Total Operating Company Holder Purchased Shares and the number of Operating Company Purchased Option Shares in consideration for (i) a deemed Capital Contribution from the Corporation in an amount equal to the number of Operating Company Purchased Option SharesClass A Common Units issued in accordance with this section, multiplied by the per-Common Unit Fair Market Value and (ii) a Capital Contribution from as defined in the Corporation in amount equal to the Exercise Price PaidPlan). In the case where an Operating Company Service Provider is an Employee employee or other Service Provider service provider to a Subsidiary of the Operating Company, the Operating Company shall be deemed to have contributed such amount to the capital of such Subsidiary of the Operating Company.

Transfer of Common Stock to Operating Company Service Providers. As soon as reasonably practicable after receipt by the Corporation, pursuant to Section 5.5 The Corporation shall issue such number of the Plan, of payment for the shares of Common Stock with respect as are to which an Option (which was be issued to and is held by an Operating Company Service Provider in such capacity), or portion thereof, is exercised by a Participant who is an Operating Company Service Provider: i. The Corporation shall transfer to the Participant the total number of shares of Common Stock accordance with respect to which the Option was exercised subject to the terms of the Plan (the “Total Purchased Shares”). Of the Total Purchased Shares, the number of shares of Common and any Restricted Stock that shall be deemed Unit or applicable Other Stock or Cash Based Award to be transferred directly to the Participant shall be equal to (A) the amount of the exercise price paid by the Participant to the Corporation pursuant to Section 5.5 of an Operating Company Service Provider in accordance with the Plan (the “Exercise Price Paid”) divided by (B) the Fair Market Value of a share of Common Stock at the time of exercise (the “Operating Company Holder Purchased Shares”).and, as soon as reasonably practicable after such Award is settled, with respect to each such settlement: ii. i. The Corporation shall be deemed to sell to the Operating Company (or, if the Operating Company Service Provider is an Employee employee or other Service Provider service provider of a Subsidiary of the Operating Company, to such Subsidiary of the Operating Company), and the Operating Company (or such Subsidiary of the Operating Company) shall be deemed to purchase from the Corporation, the number of shares of Common Stock (the “Operating Company Purchased Option RSU/Other Award Shares”) equal to the excess number issued in settlement of (A) the number of Total Purchased Shares, over (B) the number of Operating Company Holder Purchased SharesRestricted Stock Units or Other Stock or Cash Based Awards. The deemed price paid by the Operating Company (or a Subsidiary of the Operating Company) to the Corporation for Operating Company Purchased Option RSU/Other Award Shares shall be an amount equal to the product of (x) the number of Operating Company Purchased Option RSU/Other Award Shares and (y) the Fair Market Value of a share of Common Stock at the time of the exercisesettlement. iiiii. The Operating Company (or a Subsidiary of the Operating Company) shall be deemed to transfer such shares of Common Stock to the Operating Company Purchased Option Shares to the Participant Service Provider at no additional cost, as additional compensation. iviii. The Operating Company shall issue to the Corporation on the date of exercise settlement a number of Common Units equal to the sum of the number of Total Operating Company Purchased RSU/Other Award Shares in consideration for (i) a deemed Capital Contribution from the Corporation in an amount equal to the number of Operating Company Purchased Option SharesCommon Units issued in accordance with this section, multiplied by the per-Common Unit Fair Market Value and (ii) a Capital Contribution from the Corporation in amount equal to the Exercise Price PaidValue. In the case where an Operating Company Service Provider is an Employee employee or other Service Provider service provider to a Subsidiary of the Operating Company, the Operating Company shall be deemed to have contributed such amount to the capital of such Subsidiary of the Operating Company.