Common use of Cashless Exercise at Company’s Option Clause in Contracts

Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that, as a result, the Ordinary Shares do not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary. If the Company does not (pursuant to the preceding sentence) elect at the time of exercise to require a holder of Public Warrants who exercises Public Warrants to exercise such Public Warrants on a “cashless basis,” it agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that, as a result, the Ordinary Shares do that it does not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary. If the Company does not , and (pursuant to the preceding sentencey) elect at the time of exercise to require a holder of Public Warrants who exercises Public Warrants to exercise such Public Warrants on a “cashless basis,” it agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available. Upon receipt of a notice of exercise for a cashless exercise the Company will promptly calculate and transmit to the Warrant Agent the number of shares of Common Stock issuable in connection with such cashless exercise and deliver a copy of the notice of exercise to the Warrant Agent, which shall issue such number of shares of Common Stock in connection with such cashless exercise.

Cashless Exercise at Company’s Option. If the Ordinary Shares are Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that, as a result, the Ordinary Shares do that it does not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor rulethereto), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rulethereto) as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary. If the Company does not , and (pursuant to the preceding sentencey) elect at the time of exercise to require a holder of Public Warrants who exercises Public Warrants to exercise such Public Warrants on a “cashless basis,” it agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares Common Stock issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available. Upon receipt of a notice of exercise for a cashless exercise the Company will promptly calculate and transmit to the Warrant Agent the number of shares of Common Stock issuable in connection with such cashless exercise and deliver a copy of the notice of exercise to the Warrant Agent, which shall issue such number of shares of Common Stock in connection with such cashless exercise.

Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that, as a result, the Ordinary Shares that they do not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary. If the Company does not , and (pursuant to the preceding sentencey) elect at the time of exercise to require a holder of Public Warrants who exercises Public Warrants to exercise such Public Warrants on a “cashless basis,” it agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrants Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available. Upon receipt of a notice of exercise for a cashless exercise the Company will promptly calculate and transmit to the Warrant Agent the number of Ordinary Shares issuable in connection with such cashless exercise and deliver a copy of the notice of exercise to the Warrant Agent, which shall issue such number of Ordinary Shares in connection with such cashless exercise.