Management Luxco Securities

Management Luxco Securities. Means (i) any Ordinary Shares of Luxco issued to or otherwise acquired by employees of Subsidiaries of Luxco pursuant to the Luxco Management Plan, including, without limitation, upon conversion of CPECs into Ordinary Shares of Luxco, and (ii) any equity securities issued or issuable directly or indirectly with respect to any of the foregoing securities referred to in clause (i) by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger,... consolidation or other reorganization or upon conversion thereof. As to any particular securities constituting Management Luxco Securities, such shares will cease to be Management Luxco Securities when they have been (x) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, or (y) sold to the public pursuant to Rule 144 under the Securities Act or any similar law of a country other than the United States. For purposes of this Agreement, a Person will be deemed to be a holder of Management Luxco Securities whenever such Person has the right to acquire directly or indirectly such Management Luxco Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected. View More