Shares. Each Borrower recognizes that Bank may be unable to effect a public sale of any or all the Shares, by reason of certain prohibitions contained in federal securities laws and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Borrower acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. Bank shall be under no obligation to delay a sale of any of the Shares for the period of time necessary to permit the issuer thereof to register such securities for public sale under federal securities laws or under applicable state securities laws, even if such issuer would agree to do so.

Shares. Borrower has full power and authority to create a first lien on the Shares and no disability or contractual obligation exists that would prohibit Borrower from pledging the Shares pursuant to this Agreement. To Borrower’s knowledge, there are no subscriptions, warrants, rights of first refusal or other restrictions on transfer relative to, or options exercisable with respect to the Shares. The Shares have been and will be duly authorized and validly issued, and are fully paid and non‑assessable. To Borrower’s knowledge, the Shares are not the subject of any present or threatened suit, action, arbitration, administrative or other proceeding, and Borrower knows of no reasonable grounds for the institution of any such proceedings.

Shares. For purposes of this Agreement, “Shares” shall mean the common stock, par value $0.01 per share, of Holding and any other securities into which such shares are changed or for which such shares are exchanged.

means the right to receive Shares to the extent Performance Goals are achieved (or other requirements are met).

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.