Common use of Exchange Consideration Clause in Contracts

Exchange Consideration. Subject to and upon the terms and conditions of this Agreement, in full payment for the Purchased Shares, Pubco shall issue and deliver to the Sellers an aggregate number of Pubco Ordinary Shares (the “Exchange Shares”) with an aggregate value (the “Exchange Consideration”) equal to, without duplication, (i) One Hundred Twenty Five Million U.S. Dollars ($125,000,000), plus (or minus if negative) (ii) (A) the Net Working Capital less (B) the Target Net Working Capital Amount, minus (iii) the Closing Net Debt, and minus (iv) the amount of any unpaid Transaction Expenses as of the Closing, with each Pubco Ordinary Share valued at the Redemption Price, subject to withholding of the Escrow Shares in accordance with Section 2.3; provided, that the Exchange Shares otherwise deliverable to the Sellers after the Closing is subject to adjustment in accordance with Section 2.5 and reduction for the indemnification obligations set forth in Article IX, and a potential forfeiture with respect to a portion thereof in accordance with Section 2.6; and provided, further, that the Sellers listed in Schedule 2.2(a) (the “Class A Sellers”) shall receive solely the Pubco Class A Ordinary Shares (the “Class A Exchange Shares”) and the Sellers listed in Schedule 2.2(b) (the “Class B Sellers”) shall receive solely Pubco Class B Ordinary Shares (the “Class B Exchange Shares”). The aggregate number of Exchange Shares issued and delivered to the Sellers at the Closing shall be determined in accordance with Section 2.4. Each Seller shall receive its pro rata share of the applicable Exchange Shares, based on the number of Purchased Shares owned by such Seller, divided by the total number of Purchased Shares owned by all Sellers (such percentage being each such Seller’s “Pro Rata Share”), with each Class B Seller receiving (1) its Pro Rata Share of the Exchange Shares, solely in the form of Pubco Class B Ordinary Shares, (2) the Indemnity Escrow Shares (and any other Indemnity Escrow Property), and (3) the Earnout Escrow Shares (and any other Earnout Escrow Property), and in each case of (2) and (3) based on the relative Pro Rata Share as between the Class B Sellers.

Exchange Consideration. Subject At the Closing, subject to and an upon the terms and conditions of this Agreement, in full payment as consideration for the Purchased Shares, Pubco shall issue and deliver to the Sellers an aggregate collectively shall be entitled to have issued to them by the Purchaser, in the aggregate, a number of Pubco Ordinary Shares shares of Purchaser Class A Common Stock (the “Exchange Shares”) with an aggregate value equal to (a) Two Hundred Fifty Million U.S. Dollars ($250,000,000), multiplied by (b) the percentage (the “Purchased Share Percentage”) equal to (i) the total number of Purchased Shares, divided by (ii) the total number of issued and outstanding capital shares of the Company plus the number of capital shares of the Company held in treasury (the “Exchange Consideration”) ). For each Purchased Share held by a Seller immediately prior to the Closing, such Seller shall receive a number of Exchange Shares equal to, without duplication, (i) One Hundred Twenty Five Million U.S. Dollars ($125,000,000), plus (or minus if negative) (ii) to (A) the Net Working Capital less such Seller’s Pro Rata Share divided by (B) the Target Net Working Capital Amount, minus (iii) the Closing Net Debt, and minus (iv) the amount of any unpaid Transaction Expenses as of the ClosingRedemption Price, with each Pubco Ordinary Share valued at the Redemption Price, subject Seller’s “Pro Rata Share” to withholding of the Escrow Shares in accordance with Section 2.3; provided, that the Exchange Shares otherwise deliverable to the Sellers after the Closing is subject to adjustment in accordance with Section 2.5 and reduction for the indemnification obligations set forth in Article IX, and a potential forfeiture with respect to a portion thereof in accordance with Section 2.6; and provided, further, that the Sellers listed in Schedule 2.2(a) (the “Class A Sellers”) shall receive solely the Pubco Class A Ordinary Shares (the “Class A Exchange Shares”) and the Sellers listed in Schedule 2.2(b) (the “Class B Sellers”) shall receive solely Pubco Class B Ordinary Shares (the “Class B Exchange Shares”). The aggregate number of Exchange Shares issued and delivered to the Sellers at the Closing shall be determined in accordance with Section 2.4. Each Seller shall receive its pro rata share of the applicable Exchange Shares, based on the number percentage of Purchased Shares owned by such Seller, divided by Seller as compared to the total number of Purchased Shares owned by all Sellers (such percentage being each such Seller’s “Pro Rata Share”), with each Class B Seller receiving (1) its Pro Rata Share issued and outstanding capital shares of the Exchange SharesCompany plus the number of capital shares of the Company held in treasury. Any capital shares of the company held in treasury immediately after the Closing will be cancelled by the Company. Notwithstanding anything to the contrary contained herein, solely no fraction of a share of Purchaser Class A Common Stock will be issued by the Purchaser by virtue of this Agreement or the transactions contemplated hereby, and each Person who would otherwise be entitled to a fraction of a share of Purchaser Class A Common Stock (after aggregating all fractional shares of Purchaser Class A Common Stock that would otherwise be received by such Person) shall instead have the number of shares of Purchaser Class A Common Stock issued to such Person rounded down in the form aggregate to the nearest whole share of Pubco Purchaser Class B Ordinary SharesA Common Stock. Additionally, (2) after the Indemnity Escrow Closing, subject to the terms and conditions set forth in this Agreement, the Earnout Sellers shall have the contingent right to receive Earnout Shares (and from the Purchaser as additional consideration if the applicable Share Price Targets as set forth in Section 1.3 are satisfied. For the avoidance of doubt, no holder of Company Securities will receive any other Indemnity Escrow Property)consideration under or in connection with this Agreement unless they are a Seller hereunder, either as a Signing Seller or a Joining Seller, and (3) then only with respect to the Earnout Escrow issued and outstanding Company Ordinary Shares (and any other Earnout Escrow Property), and in each case of (2) and (3) based on the relative Pro Rata Share as between the Class B Sellersthat they own.

Exchange Consideration. Subject At the Closing, subject to and an upon the terms and conditions of this Agreement, in full payment as consideration for the Purchased Shares, Pubco shall issue and deliver to the Sellers an aggregate collectively shall be entitled to have issued to them by the Purchaser, in the aggregate, a number of Pubco Ordinary Shares shares of Purchaser Class A Common Stock (the “Exchange Shares”) with an aggregate value equal to (the “Exchange Consideration”) equal to, without duplication, (ia) One Two Hundred Twenty Five Fifty Million U.S. Dollars ($125,000,000250,000,000), plus multiplied by (or minus if negativeb) a percentage equal to (the “Purchased Share Percentage”) (i) the total number of Purchased Shares, divided by (ii) (A) the Net Working Capital less (B) the Target Net Working Capital Amount, minus (iii) the Closing Net Debt, total number of issued and minus (iv) the amount of any unpaid Transaction Expenses as outstanding capital shares of the Closing, with each Pubco Ordinary Share valued at the Redemption Price, subject to withholding of the Escrow Shares in accordance with Section 2.3; provided, that the Exchange Shares otherwise deliverable to the Sellers after the Closing is subject to adjustment in accordance with Section 2.5 and reduction for the indemnification obligations set forth in Article IX, and a potential forfeiture with respect to a portion thereof in accordance with Section 2.6; and provided, further, that the Sellers listed in Schedule 2.2(a) (the “Class A Sellers”) shall receive solely the Pubco Class A Ordinary Shares (the “Class A Exchange Shares”) and the Sellers listed in Schedule 2.2(b) (the “Class B Sellers”) shall receive solely Pubco Class B Ordinary Shares (the “Class B Exchange Shares”). The aggregate number of Exchange Shares issued and delivered to the Sellers at the Closing shall be determined in accordance with Section 2.4Company. Each Seller shall receive its pro rata share of the applicable Exchange Shares, Shares based on the number percentage of Purchased Shares owned by such Seller, divided by Seller as compared to the total number of Purchased Shares owned by all Sellers issued and outstanding capital shares of the Company (such percentage being each such Seller’s “Pro Rata Share”). Notwithstanding anything to the contrary contained herein, with no fraction of a share of Purchaser Class A Common Stock will be issued by the Purchaser by virtue of this Agreement or the transactions contemplated hereby, and each Person who would otherwise be entitled to a fraction of a share of Purchaser Class B Seller receiving A Common Stock (1after aggregating all fractional shares of Purchaser Class A Common Stock that would otherwise be received by such Person) its Pro Rata Share shall instead have the number of the Exchange Shares, solely shares of Purchaser Class A Common Stock issued to such Person rounded down in the form aggregate to the nearest whole share of Pubco Purchaser Class B Ordinary SharesA Common Stock. Additionally, (2) after the Indemnity Escrow Closing, subject to the terms and conditions set forth in this Agreement, the Earnout Sellers shall have the contingent right to receive Earnout Shares (and from the Purchaser as additional consideration if the applicable Share Price Targets as set forth in Section 1.3 are satisfied. For the avoidance of doubt, no holder of Company Securities will receive any other Indemnity Escrow Property)consideration under or in connection with this Agreement unless they are a Seller hereunder, either as a Signing Seller or a Joining Seller, and (3) then only with respect to the Earnout Escrow issued and outstanding Company Ordinary Shares (and any other Earnout Escrow Property), and in each case of (2) and (3) based on the relative Pro Rata Share as between the Class B Sellersthat they own.

Exchange Consideration. Subject to and upon the terms and conditions of this Agreement, in full payment As consideration for the Purchased Sharesassignment of the ---------------------- AIW/P Membership Interest set forth in Section 1 above, Pubco KFx will issue the KFx Shares in the name of AIW/P or its designee. AIW/P understands and acknowledges that the KFx Shares shall issue and deliver to not be registered under the Sellers an aggregate number Securities Act of Pubco Ordinary Shares 1933, as amended (the “Exchange Shares”) with an aggregate value "1933 Act"), or any state securities laws, and, accordingly, that the KFx Shares when issued will be restricted securities (as defined in Rule 144 promulgated under the “Exchange Consideration”) equal to, without duplication, 1933 Act). AIW/P further understands and agrees that KFx shall instruct its transfer agent not to register the transfer of any of the KFx Shares unless: (i) One Hundred Twenty Five Million U.S. Dollars ($125,000,000), plus (there is an effective registration statement under the 1933 Act and all applicable state securities laws with respect to the KFx Shares or minus if negative) (ii) (A) KFx receives an opinion from legal counsel acceptable in form and substance to the Net Working Capital less (B) board of directors of KFx and counsel to KFx to the Target Net Working Capital Amount, minus (iii) the Closing Net Debt, and minus (iv) the amount of any unpaid Transaction Expenses as effect that transfer or conveyance of the Closing, with each Pubco Ordinary Share valued at KFx Shares is exempt from registration under the Redemption Price, subject to withholding of the Escrow Shares in accordance with Section 2.3; provided, 1933 Act and all applicable state securities laws. AIW/P also acknowledges that the Exchange certificate or certificates representing the KFx Shares otherwise deliverable to the Sellers after the Closing is subject be issued to adjustment in accordance with Section 2.5 and reduction for the indemnification obligations set forth in Article IX, and a potential forfeiture with respect to a portion thereof in accordance with Section 2.6; and provided, further, that the Sellers listed in Schedule 2.2(a) (the “Class A Sellers”) shall receive solely the Pubco Class A Ordinary Shares (the “Class A Exchange Shares”) and the Sellers listed in Schedule 2.2(b) (the “Class B Sellers”) shall receive solely Pubco Class B Ordinary Shares (the “Class B Exchange Shares”). The aggregate number of Exchange Shares issued and delivered to the Sellers at the Closing AIW/P shall be determined stamped or otherwise imprinted with a legend in accordance with Section 2.4. Each Seller shall receive its pro rata share of the applicable Exchange Sharesfollowing form (in addition to any legend required under state securities laws): THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, based on the number of Purchased Shares owned by such Seller, divided by the total number of Purchased Shares owned by all Sellers AS AMENDED (such percentage being each such Seller’s “Pro Rata Share”THE "ACT"), with each Class B Seller receiving OR ANY OF THE LAWS OF ANY STATE AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT. THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED, TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED (1WHETHER OR NOT FOR CONSIDERATION) its Pro Rata Share of the Exchange SharesBY THE HOLDER IN THE ABSENCE OF REGISTRATION UNDER THE ACT OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION. FURTHER, solely in the form of Pubco Class B Ordinary SharesNO SUCH OFFER, (2) the Indemnity Escrow Shares (and any other Indemnity Escrow Property)TRANSFER, and (3) the Earnout Escrow Shares (and any other Earnout Escrow Property)SALE, and in each case of (2) and (3) based on the relative Pro Rata Share as between the Class B SellersPLEDGE, HYPOTHECATION, DONATION OR OTHER TRANSFER IS TO TAKE PLACE EXCEPT UPON RECEIPT BY COMPANY OF A FAVORABLE OPINION OF COUNSEL OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT.