The Company shall not be required to issue fractional shares upon the settlement of RSUs.

Fractional Shares. The Company shall not be required to issue fractional shares upon the exercise or settlement of any Award.

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall pay the value thereof to the Registered Holder in cash on the basis of the Fair Market Value per Ordinary Share, as determined pursuant to [subsection 1(b)(ii)] above.

Parent Shares. From the date hereof until the earlier of the Termination Date and the Effective Time, the Holder shall not # purchase, acquire Beneficial Ownership of, offer, pledge, sell, contract to purchase or sell, grant or acquire any option, right or warrant to purchase, give, assign, hypothecate, pledge, encumber, grant or acquire a security interest in, sell or purchase any option or contract to purchase or any option or contract to sell, grant or acquire any option, right or warrant to purchase, lend or otherwise acquire, transfer or dispose of (including through any hedging, derivative or other similar transaction) any economic, voting or other rights in or to shares of Parent Common Stock, or otherwise acquire, transfer or dispose of shares of Parent Common Stock, directly or indirectly, or # enter into any swap or other agreement that transfers or results in the acquisition of, in whole or in part, any of the economic consequences of ownership of shares of Parent Common Stock (any such transaction described in [clause (a) or (b) above], a “Parent Share Transfer”). Notwithstanding the foregoing, the restrictions set forth in this Section ‎4.2 shall not apply to any Parent Share Transfer to or with one or more Affiliates of the Holder # who is a party to an agreement with Parent with substantially similar terms as this Section ‎4.2 or # if, as a condition to such Parent Share Transfer, the counterparty agrees in writing to be bound by this [Section 4.2] and delivers a copy of such executed written agreement to Parent prior to the consummation of such Parent Share Transfer. Nothing herein prohibits Holder or any Affiliate of the Holder from taking any of the actions in this [Section 4.2] to the extent such activities are in the ordinary course of such Person’s business consistent with past practice, are not related to Holder’s Beneficial Ownership in the Company or the Mergers, including where Parent Common Stock is a component of any exchange-traded fund (ETF) or similar vehicle, and are not undertaken for the purpose of affecting in any manner the trading price of shares of Parent Common Stock.

Shares Includable. Each Participating Investor may include in the Proposed Key Holder Transfer all or any part of such Participating Investor’s Capital Stock equal to the product obtained by multiplying # the aggregate number of shares of Transfer Stock subject to the Proposed Key Holder Transfer (excluding shares purchased by the Company or the Participating Investors pursuant to the Right of First Refusal or the Secondary Refusal Right) by # a fraction, the numerator of which is the number of shares of Capital Stock owned by such Participating Investor immediately before consummation of the Proposed Key Holder Transfer (including any shares that such Participating Investor has agreed to purchase pursuant to the Secondary Refusal Right) and the denominator of which is the total number of shares of Capital Stock owned, in the aggregate, by all Participating Investors immediately prior to the consummation of the Proposed Key Holder Transfer (including any shares that all Participating Investors have collectively agreed to purchase pursuant to the Secondary Refusal Right), plus the number of shares of Transfer Stock held by the selling Key Holder. To the extent one (1) or more of the Participating Investors exercise such right of participation in accordance with the terms and conditions set forth herein, the number of shares of Transfer Stock that the selling Key Holder may sell in the Proposed Key Holder Transfer shall be correspondingly reduced.

has the meaning given to such term in [Section 4.1(a)] of the Plan.

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

No fractional shares shall be issued under the Plan and the Participant shall receive from the Company cash in lieu of such fractional shares equal to the Fair Market Value thereof.

Shares Issuable. The maximum number of Shares reserved and available for issuance under the Plan shall be equal to 9,600,000 Shares. For purposes of this limitation, the Shares underlying any Awards that are forfeited, canceled, repurchased or otherwise terminated (other than by exercise) shall be added back to the number of Shares available for issuance under the Plan. Shares tendered or held back upon exercise of an Option or Stock Appreciation Right or settlement of an Award to cover the exercise price or tax withholding shall not be added back to the number of Shares available for issuance under the Plan. In addition, upon net exercise of Options, the gross number of Shares exercised shall be deducted from the total number of Shares available for issuance under the Plan. Shares purchased in the open market with proceeds from the exercise of Options and Stock Appreciation Rights shall not be added to the number of Shares available for issuance under the Plan. In the event that a Stock Appreciation Right is settled in Shares, the gross number of Shares subject to the Stock Appreciation Right shall be deducted from the total number of Shares available for issuance under the Plan. Subject to such overall limitations, Shares may be issued up to such maximum number pursuant to any type or types of Award; provided, however, that no more than 9,600,000 Shares may be issued in the form of Incentive Stock Options. The Shares issued under the Plan may be issued from treasury or otherwise.

Excess Shares. If the Option Shares covered by this Agreement exceed, as of the Grant Date, the number of shares of Common Stock which may without stockholder approval be issued under the Plan, then this option shall be void with respect to those excess shares, unless stockholder approval of an amendment sufficiently increasing the number of shares of Common Stock issuable under the Plan is obtained in accordance with the provisions of the Plan. In no event shall the Option be exercisable with respect to any of the excess Option Shares unless and until such stockholder approval is obtained.