definiens: ( as defined in such KeyEmployee ’s Key Employee Employment Agreement ) or if the Key Employee terminates his employment with theBuyer with ( as defined in such Key Employee ’s Key Employee Employment Agreement ), then, if, and only if, such termination by the Buyer without or by the Key Employee with Good Reason occursduring the Initial Term ( as defined in such Key Employee ’s Key Employee Employment Agreement ) and after aQualified Public Offering ( as defined in such Key Employee ’s Key Employee Employment Agreement ), subject tothe approval of at least a majority of the outstanding shares of the issued and outstanding shares of Buyer CommonStock, such Key Employee shall be immediately entitled to his pro rata portion of the previously unissuedContingent Merger Consideration Shares . Each Key Employee ’s pro rata portion of the Contingent MergerConsideration Shares is reflected on Schedule 2.5 of this Agreement . Such Key Employee ’s right to receiveContingent Merger Consideration Shares pursuant to this Section 2.5(b)(ii ) is subject to all provisions of thisAgreement applicable to the Contingent Merger Consideration Shares, including without limitation the Buyer’sright to satisfy any Buyer Indemnitee Losses by set - off against the Contingent Merger Consideration Shares towhich such Key Employee is entitled pursuant to Section 9.3(b ) . Upon issuance to a Key Employee of his pro rataportion of the Contingent Merger Consideration Shares pursuant to this Section 132.5(b)(ii ), Buyer shall be deemed to have fully satisfied and discharged its obligations with respect to such KeyEmployee ’s portion of the Contingent Merger Consideration Shares, and Buyer shall not be liable to such KeyEmployee in respect thereof