The Company shall have the authority and the right to deduct or withhold, or to require the Participant to remit to the Company, in such form of consideration as the Company may deem acceptable, an amount sufficient to satisfy all applicable federal, state, local and other income- and employment-related taxes (including the Participant’s employment tax obligations, if any) and social security contributions wherever in the world arising (collectively, “ Withholding Taxes ”) that are required by law to be withheld with respect to any taxable event arising in connection with the RSUs and/or settlement thereof. The Participant may elect to satisfy any such Withholding Taxes by payment in cash or check to the Company on or prior to the Effective Time. To the extent the Participant does not so timely elect and pay Withholding Taxes, any such Withholding Taxes shall, unless otherwise determined by the Company, be satisfied by reducing the number of Class C Shares issued to the Participant hereunder by a number of Class C Shares with a fair market value (as determined by the Company in its discretion) equal to the aggregate amount of any such Withholding Taxes based on the applicable statutory withholding rates in the Participant’s applicable jurisdiction for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income (not to exceed the maximum statutory withholding rates). The Company shall not be obligated to deliver any new certificate representing the Class C Shares to the Participant or the Participant’s legal representative or enter such Class C Shares in book entry form unless and until the Participant or the Participant’s legal representative shall have paid or otherwise satisfied in full the amount of all Withholding Taxes applicable to the taxable income of the Participant arising in connection with the RSUs and/or settlement thereof.