fractional shares resulting from the adjustment shall be eliminated. The Company is further authorized to make adjustments in the terms and conditions of, and the criteria included in, this RSU Award Agreement in recognition of unusual or infrequent events (including, without limitation, the events described in this Section 4, but excluding an initial Business Combination) affecting the Company or the financial statements of the Company, including but not limited to changes in the number or conversion rights associated with the Class B Shares, or of changes in applicable laws, regulations, or accounting principles, whenever the Company determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this RSU Award Agreement.
5. Voting and Other Rights. The Participant shall have no rights of a stockholder with respect to the RSUs (including, without limitation, the right to vote and the right to receive distributions or dividends) unless and until Shares are issued in respect thereof in accordance with Section 3; provided that with respect to the period commencing on the Grant Date and ending on the date the Shares subject to such RSUs are issued in accordance with Section 3, the Participant shall be eligible to receive an amount equal to the product of (a) the number of Shares to be delivered as a result of such vesting and settlement, multiplied by (b) the amount of cash distributed by the Company with respect to an outstanding Share during such period, which amount shall be paid to the Participant on the date such Shares are issued (provided that such amount shall not be paid to the extent that any RSUs do not become vested and Shares are not delivered). No interest or other earnings shall be credited with respect to such payment.
6. Definitions. As used herein, the following defined terms have the definitions set forth below:
(a) Business Combination shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses.
(b) Change in Capitalization means any (i) merger, consolidation, reclassification, recapitalization, spin-off, spin-out, repurchase or other reorganization or corporate transaction or event, (ii) special or extraordinary dividend or other extraordinary distribution (whether in the form of cash, Shares or other property), share split, reverse share split, share subdivision or consolidation, (iii) combination or exchange of Shares or (iv) other change in corporate structure, which, in any such case, the Company determines, in its sole discretion, affects the Shares such that an adjustment pursuant to Section 4 is appropriate.
(c) Class B Shares shall mean the Class B ordinary shares of the Company, par value $0.0001 per share.
(d) Common Stock shall mean the common stock, par value $0.0001 per share, of the Company following a Domestication.
(e) Domestication shall mean a domestication by the Company as a Delaware corporation.
(f) Governing Document shall mean (i) prior to a Domestication, the Companys amended and restated memorandum and articles of association, as the same may be amended from time to time, and (ii) upon and following a Domestication, its certificate of incorporation and bylaws, as the same may be amended from time to time.