Additional Agreements and Acknowledgements of the Purchaser. (a) Transfer Restrictions The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares or any Private Placement Warrants (including the securities issuable upon exercise of the Private Placement Warrants) except as may be permitted by the Insider Letter Agreement or any other written agreement subjecting such Securities to any Transfer restrictions (including any Transfer restrictions agreed to as part of a Change in Investment as contemplated by Section 1(e) above). As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities; (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, the restrictions contained in this Section 4(a) shall apply only to Transfers by the Purchaser of Securities acquired by the Purchaser pursuant to this Agreement, and nothing contained in this Section 4(a) shall prohibit the Purchaser from Transferring any securities of the Company acquired in the open market, privately negotiated transactions, or otherwise not pursuant to this Agreement. Notwithstanding the provisions set forth in this section, the Purchaser agrees not to sell, transfer, assign, pledge, or hypothecate its Class B Ordinary Shares, Private Placement Warrants or the Class A Ordinary Shares underlying such Private Placement Warrants (collectively, the “Restricted Securities”), nor shall such Restricted Securities be the subject of any hedging, short-sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities for a period of 180 days beginning on the date of commencement of the sales of the IPO.
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Additional Agreements and Acknowledgements of the Purchaser. (a) Transfer Restrictions The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares or any Private Placement Warrants (including the securities issuable upon exercise of the Private Placement Warrants) except as may be permitted by the Insider Letter Agreement or any other written agreement subjecting such Securities to any Transfer restrictions (including any Transfer restrictions agreed to as part of a Change in Investment as contemplated by Section 1(e) above). As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities; (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, the restrictions contained in this Section 4(a) shall apply only to Transfers by the Purchaser of Securities acquired by the Purchaser pursuant to this Agreement, and nothing contained in this Section 4(a) shall prohibit the Purchaser from Transferring any securities of the Company acquired in the open market, privately negotiated transactions, or otherwise not pursuant to this Agreement. Notwithstanding the provisions set forth in this section, the Purchaser agrees not to sell, transfer, assign, pledge, or hypothecate its Class B Ordinary Shares, Private Placement Warrants or the Class A Ordinary Shares underlying such Private Placement Warrants (collectively, the “Restricted Securities”), nor shall such Restricted Securities be the subject of any hedging, short-sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities for a period of 180 days beginning on the date of commencement of the sales of the IPO.
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