Adjustments that affect recording titles. The provisions of this Agreement apply in full to the reporting securities for all shares in the share capital of the Company, for any successor or assignment of the Company (whether by merger, share exchange, consolidation, sale of assets or otherwise) or any subsidiary or parent company of the Company which, in exchange for or in place of registration securities and is reasonable for dividends of shares, fractions, inverse fractions, combinations, recapitalisations, etc., which occur after the date of this Agreement. check the box below if the Filing of Form 8-K must simultaneously satisfy the declarant`s reporting requirement, in accordance with any of the following provisions: (i) with respect to 50% of such earn-out shares, as long as the share price (as defined below) of the Class A Common Shares is equal to or greater than $12.50 per share for 20 trading days (as defined below) within thirty days of trading on the balance date (as this term is denominated in r is defined by transaction agreement) and (ii) for 50% of such earn-out shares, as long as the closing price of the Class A common shares is equal to or greater than $15.00 per share for 20 trading days over a period of 30 trading days after the closing date. The foregoing restrictions on the transfer of Earn-Out shares no longer stop and no longer apply with the first effective date of (x) the seventh anniversary of the closing date and (y) the closing date of the liquidation, merger, merger, capital exchange, reorganization or other similar transaction resulting in all public shareholders of Surviving Delaware Corporation (as defined in the Ins). ider Letter) with the right to exchange their Class A common shares for cash, securities or other property (a “liquidation event”). As used here, each day following closing, we mean the final sale price per share of class A common shares, reported that day by Bloomberg from 4:00 p..m.m m., New York, New York time, or, if not available on Bloomberg, as Morningstar reports, and “trading day” each day that trading is generally conducted on the New York Stock Exchange or another exchange, in which the shares of ordinary shares are traded and published. For the avoidance of doubt, the Promoter has the right to coordinate its earn-out shares and to receive dividends and other distributions in respect of such earn-out shares for a period during which such shares are subject to a transfer or sale restriction. Where the Promoter transfers earn-out shares in accordance with Section 7(c) of the Insider Letter, the Recipient must provide a customary membership agreement in form and content, reasonably acceptable to VGAC and 23andMe, and be bound by the transfer restrictions and sales obligations set out therein. . . .