Common use of Dissenting SPAC Shares Clause in Contracts

Dissenting SPAC Shares. Notwithstanding any provision of this Agreement to the contrary and in accordance with the Cayman Companies Act, any SPAC Shares that are issued and outstanding immediately prior to the SPAC Merger Effective Time and that are held by a SPAC Shareholder who has validly exercised in writing his, her or its dissenters’ rights for such SPAC Shares in accordance with Section 238 of the Cayman Companies Act and who has otherwise complied with all of the provisions of the Cayman Companies Act relevant to the exercise and perfection of dissenters’ rights (any such SPAC Shares, “Dissenting SPAC Shares” and the holder of such Dissenting SPAC Shares, a “Dissenting SPAC Shareholder”) shall not be converted into, and such Dissenting SPAC Shareholder shall have no right to receive, Pubco Ordinary Shares unless and until such Dissenting SPAC Shareholder fails to perfect, or effectively withdraws or otherwise loses, his, her or its dissenters’ rights under the Cayman Companies Act. Each Dissenting SPAC Share shall no longer be outstanding and shall automatically be cancelled by virtue of the SPAC Merger, and the applicable Dissenting SPAC Shareholder shall thereafter cease to have any rights with respect to such Dissenting SPAC Share, except the right to be paid the fair value of such Dissenting SPAC Share and such other rights as are granted by the Cayman Companies Act. Notwithstanding the foregoing, the SPAC Shares owned by any SPAC Shareholder who fails to perfect, or who effectively withdraws or otherwise loses, his, her or its dissenters’ rights pursuant to the Cayman Companies Act shall cease to be Dissenting SPAC Shares and shall thereupon be deemed to have been converted into, and to have become exchanged for, as of the SPAC Merger Effective Time, the right to receive Pubco Ordinary Shares in accordance with Section 2.01(d)(iii), without any interest thereon.

Dissenting SPAC Shares. Notwithstanding any provision of this Agreement to the contrary and in accordance with to the extent available under the Cayman Companies ActLaw, any each SPAC Shares that are Share issued and outstanding immediately prior to the SPAC Merger Effective Time and that are held by a for which any SPAC Shareholder who has validly exercised in writing his, her or its their dissenters’ rights for such SPAC Shares in accordance with Section 238 of the Cayman Companies Act Law, and who has otherwise complied in all respects with all of the provisions of the Cayman Companies Act Law relevant to the exercise and perfection of dissenters’ rights (any such SPAC Sharescollectively, the “Dissenting SPAC Shares” and the holder of such Dissenting SPAC Shares, a “Dissenting SPAC Shareholder”) shall (i) not be converted intoexchanged for, and such Dissenting SPAC Shareholder Shareholders shall have no right to receive, Pubco Ordinary Shares the SPAC Merger Consideration unless and until such Dissenting SPAC Shareholder fails to perfect, perfect or effectively withdraws or otherwise loses, loses his, her or its right to dissenters’ rights under the Cayman Companies Act. Each Dissenting SPAC Share shall no longer be outstanding Law, and shall (ii) automatically be cancelled by virtue of the SPAC Merger, and the applicable Dissenting SPAC Shareholder cease to exist and shall thereafter cease to have any rights with respect to such Dissenting SPAC Share, except represent only the right to be paid the fair value of such Dissenting SPAC Share and such other rights as are granted by the Cayman Companies Act. Notwithstanding Law, including but not limited to the foregoing, the SPAC Shares owned by any SPAC Shareholder who fails to perfect, or who effectively withdraws or otherwise loses, his, her or its dissenters’ rights pursuant to Section 238 of the Cayman Companies Act Law. For the avoidance of doubt, all SPAC Shares held by dissenting shareholders who shall cease to have not exercised or perfected or who shall have effectively withdrawn or lost their dissenter rights under Section 238 of the Cayman Companies Law shall thereupon not be Dissenting SPAC Shares and shall thereupon be deemed cancelled and cease to have been converted into, and to have become exchanged for, exist as of the SPAC Merger Effective Time, in consideration of the right to receive Pubco Ordinary Shares in accordance with Section 2.01(d)(iii)the SPAC Merger Consideration, without any interest thereon, in the manner provided in this Section 2.6. SPAC shall give NewPubco (i) prompt notice (and in any event within 48 hours of receipt) of any notices of objection, notices of approvals, notice of dissent or demands for appraisal or written offers, under Section 238 of the Cayman Companies Law received by SPAC, attempted withdrawals of such notices, demands or offers, and any other instruments served pursuant to applicable Law of the Cayman Islands and received by SPAC relating to its shareholders’ rights to dissent from the Merger or dissent rights, and (ii) to the extent permitted by applicable Law, the opportunity to direct all negotiations and proceedings with respect to any such notice or demand for appraisal under the Cayman Companies Law. Prior to the Merger Effective Time, SPAC shall not, except with the prior written consent of NewPubco, voluntarily make any offers or agree to any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger or any demands for appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders of SPAC pursuant to Section 238(2) of the Cayman Companies Law, SPAC shall serve written notice of the authorization of the Merger on such shareholders pursuant to Section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the SPAC Shareholder Approval.

Dissenting SPAC Shares. Notwithstanding any provision of this Agreement to the contrary and in accordance with to the extent available under the Cayman Companies ActLaw, any each SPAC Shares that are Share issued and outstanding immediately prior to the SPAC Merger Effective Time and that are held by a for which any SPAC Shareholder who has validly exercised in writing his, her or its their dissenters’ rights for such SPAC Shares in accordance with Section 238 of the Cayman Companies Act Law, and who has otherwise complied in all respects with all of the provisions of the Cayman Companies Act Law relevant to the exercise and perfection of dissenters’ rights (any such SPAC Sharescollectively, the “Dissenting SPAC Shares” and the holder of such Dissenting SPAC Shares, a “Dissenting SPAC Shareholder”) shall (i) not be converted intoexchanged for, and such Dissenting SPAC Shareholder Shareholders shall have no right to receive, Pubco Ordinary Shares the SPAC Merger Consideration unless and until such Dissenting SPAC Shareholder fails to perfect, perfect or effectively withdraws or otherwise loses, loses his, her or its right to dissenters’ rights under the Cayman Companies Act. Each Dissenting SPAC Share shall no longer be outstanding Law, and shall (ii) automatically be cancelled by virtue of the SPAC Merger, and the applicable Dissenting SPAC Shareholder cease to exist and shall thereafter cease to have any rights with respect to such Dissenting SPAC Share, except represent only the right to be paid the fair value of such Dissenting SPAC Share and such other rights as are granted by the Cayman Companies Act. Notwithstanding Law, including but not limited to the foregoing, the SPAC Shares owned by any SPAC Shareholder who fails to perfect, or who effectively withdraws or otherwise loses, his, her or its dissenters’ rights pursuant to Section 238 of the Cayman Companies Act Law. For the avoidance of doubt, all SPAC Shares held by dissenting shareholders who shall cease to have not exercised or perfected or who shall have effectively withdrawn or lost their dissenter rights under Section 238 of the Cayman Companies Law shall thereupon not be Dissenting SPAC Shares and shall thereupon be deemed cancelled and cease to have been converted into, and to have become exchanged for, exist as of the SPAC Merger Effective Time, in consideration of the right to receive Pubco Ordinary Shares in accordance with Section 2.01(d)(iii)the SPAC Merger Consideration, without any interest thereon, in the manner provided in this Section 2.6. SPAC shall give NewPubco (i) prompt notice (and in any event within 48 hours of receipt) of any notices of objection, notices of approvals, notice of dissent or demands for appraisal or written offers, under Section 238 of the Cayman Companies Law received by SPAC, attempted withdrawals of such notices, demands or offers, and any other instruments served pursuant to applicable Law of the Cayman Islands and received by SPAC relating to its shareholders’ rights to dissent from the SPAC Merger or dissent rights, and (ii) to the extent permitted by applicable Law, the opportunity to direct all negotiations and proceedings with respect to any such notice or demand for appraisal under the Cayman Companies Law. Prior to the SPAC Merger Effective Time, SPAC shall not, except with the prior written Consent of NewPubco, voluntarily make any offers or agree to any payment with respect to any exercise by a shareholder of its rights to dissent from the SPAC Merger or any demands for appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the SPAC Merger are served by any shareholders of SPAC pursuant to Section 238(2) of the Cayman Companies Law, SPAC shall serve written notice of the authorization of the SPAC Merger on such shareholders pursuant to Section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the SPAC Shareholder Approval.

Dissenting SPAC Shares. Notwithstanding any provision of this Agreement anything to the contrary and in accordance with herein, if required by the Cayman Companies ActMBCA (but only to the extent required thereby), any shares of SPAC Shares Common Stock that are issued and outstanding immediately prior to the SPAC Merger Effective Time and that are held by a SPAC Shareholder who has validly exercised in writing his, her or its dissenters’ rights for (such SPAC Shares in accordance with Section 238 of the Cayman Companies Act and who has otherwise complied with all of the provisions of the Cayman Companies Act relevant to the exercise and perfection of dissenters’ rights (any such SPAC Shares, “Dissenting SPAC Shares” and the holder of such Dissenting SPAC SharesShareholder, a “Dissenting SPAC Shareholder”) shall who has demanded and perfected such holder’s right to appraisal of such shares of SPAC Common Stock in accordance with Part 13 of the MBCA (the “Dissenting SPAC Shares”), if such Part 13 of the MBCA is determined to be applicable, will not be converted intointo the right to receive, and such the applicable Dissenting SPAC Shareholder shall have no right to receive, Pubco Ordinary the applicable portion of the SPAC Merger Consideration, but such holder will be entitled to such rights as afforded under the MBCA with respect to such Dissenting SPAC Shares unless and until the contemplated transaction has been abandoned or rescinded, any such Dissenting SPAC Shareholder fails to perfect, perfect or effectively withdraws or otherwise losesloses its rights to appraisal and payment under the MBCA with respect to such Dissenting SPAC Shares, hisor a court of competent jurisdiction permanently enjoins or sets aside the action, her or its dissenters’ rights under demand for payment is withdrawn with the Cayman Companies Actwritten consent of the SPAC. Each At the SPAC Merger Effective Time, any holder of Dissenting SPAC Share Shares shall no longer be outstanding and shall automatically be cancelled by virtue of the SPAC Merger, and the applicable Dissenting SPAC Shareholder shall thereafter cease to have any rights with respect thereto, except the rights provided in Part 13 of the MBCA and as provided in the previous sentence. The SPAC will give the Company and Holdco (i) reasonably prompt notice of any demands received by SPAC for appraisals of shares of SPAC Common Stock, withdrawals of such demands, and any other instruments received by SPAC pursuant to Part 13 of the MBCA and (ii) the opportunity to participate in all negotiations and proceedings with respect to such notices and demands. The Company shall have the right to direct and control all negotiations and proceedings with respect to any such demands, withdrawals or attempted withdrawals of such demands. SPAC shall not, except with the prior written consent of the Company, make any payment with respect to any demands for appraisal or offer to settle or compromise, or settle or compromise or otherwise negotiate, any such demands, or approve any withdrawal of any such demands, or waive any failure to timely deliver a written demand for appraisal or otherwise to comply with Part 13 of the MBCA, or agree to do any of the foregoing. The Second Surviving Company shall be entitled to retain any of the SPAC Merger Consideration not paid on account of the Dissenting SPAC Shares pending resolution of the claims of such holders, and the remaining holders of SPAC Common Stock shall not be entitled to any portion thereof. If, after the SPAC Merger Effective Time, any such holder fails to perfect or effectively withdraws or loses such appraisal right with respect to such Dissenting SPAC ShareShares, except the right to be paid the fair value of such Dissenting SPAC Share and such other rights as are granted by the Cayman Companies Act. Notwithstanding the foregoing, the SPAC Shares owned by any SPAC Shareholder who fails to perfect, or who effectively withdraws or otherwise loses, his, her or its dissenters’ rights pursuant to the Cayman Companies Act shall cease to be Dissenting SPAC Shares and shall will thereupon be deemed to have treated as if they had been converted into, into and to have become exchanged exchangeable for, as of at the SPAC Merger Effective Time, the right to receive Pubco Ordinary Shares in accordance with Section 2.01(d)(iii)the SPAC Merger Consideration, without any interest thereon, the Second Surviving Company shall remain liable for payment of the SPAC Merger Consideration for such shares of SPAC Common Stock, and such Dissenting SPAC Shares shall no longer be deemed Dissenting SPAC Shares under this Agreement.

Dissenting SPAC Shares. Notwithstanding any provision of this Agreement anything to the contrary herein and in accordance with the Cayman Companies Act, any SPAC Shares that are Ordinary Share issued and outstanding immediately prior to the SPAC Merger Effective Time and that are held by a for which any SPAC Shareholder who (such SPAC Shareholder, a “Dissenting SPAC Shareholder”) has validly exercised properly in writing his, her or its their dissenters’ rights for such SPAC Ordinary Shares in accordance with Section 238 of the Cayman Companies Act Act, and who has otherwise complied in all respects with all of the provisions of the Cayman Companies Act relevant to the exercise and perfection of dissenters’ rights (any such SPAC Sharescollectively, the “Dissenting SPAC Shares” and the holder of such Dissenting SPAC Shares, a “Dissenting SPAC Shareholder”) shall not be converted intointo the right to receive, and such the applicable Dissenting SPAC Shareholder shall have no right to receive, Pubco the applicable Holdings Class A Ordinary Shares to which the holder of such Dissenting SPAC Shares would otherwise be entitled pursuant to Section 2.09(b) unless and until such Dissenting SPAC Shareholder fails to perfect, or effectively withdraws or otherwise loses, his, her or its loses such dissenters’ rights (through failure to perfect such dissenters’ rights or otherwise) under the Cayman Companies Act. Each From and after the SPAC Merger Effective Time, (A) the Dissenting SPAC Share Shares shall no longer be outstanding and shall automatically be cancelled and extinguished by virtue of the SPAC MergerMerger and shall cease to exist and (B) the Dissenting SPAC Shareholders shall be entitled only to such rights as may be granted to them under Section 238 of the Cayman Act and shall not be entitled to exercise any of the voting rights or other rights of a shareholder of the SPAC Surviving Subsidiary or any of its Affiliates (including Holdings); provided, and the applicable however, that if any Dissenting SPAC Shareholder shall thereafter cease effectively withdraws or loses such dissenters’ rights (through failure to have any perfect such dissenters’ rights with respect to or otherwise) under the Cayman Act, then the SPAC Ordinary Shares held by such Dissenting SPAC Share, except the right to Shareholder (1) shall no longer be paid the fair value of such Dissenting SPAC Share and such other rights as are granted by the Cayman Companies Act. Notwithstanding the foregoing, the SPAC Shares owned by any SPAC Shareholder who fails to perfect, or who effectively withdraws or otherwise loses, his, her or its dissenters’ rights pursuant to the Cayman Companies Act shall cease deemed to be Dissenting SPAC Shares and (2) shall thereupon be deemed to have treated as if they had been converted into, and to have become exchanged for, as of automatically at the SPAC Merger Effective Time, Time into the right to receive Pubco the applicable number of Holdings Ordinary Shares pursuant to Section 2.09(b) in accordance with Section 2.01(d)(iiithe terms and conditions of this Agreement. Each Dissenting SPAC Shareholder who becomes entitled to payment for his, her or its Dissenting SPAC Shares pursuant to the Cayman Act shall receive payment thereof from SPAC in accordance with the Cayman Act. SPAC shall give the Company (prior to the Closing) or the Sponsor (after the Closing) prompt notice of any written demands for dissenters’ rights in respect of any SPAC Ordinary Share, attempted withdrawals of such demands and any other material developments related to any such demands and provide copies of all documents, instruments or other communications received by SPAC, any of its Subsidiaries or any of their respective Representatives related thereto and shall otherwise keep the Company (prior to the Closing) or the Sponsor (after the Closing) reasonably apprised as to the status and developments related to such matters, and the Company (prior to the Closing) or the Sponsor (after the Closing) shall have the opportunity to participate in all negotiations and proceedings with respect to all such demands. SPAC shall not, except with the prior written consent (not to be unreasonably withheld, conditioned or delayed) of the Company (prior to the Closing) or the Sponsor (after the Closing), without make any interest thereonpayment or deliver any consideration (including Holdings Class A Ordinary Shares) with respect to, settle or offer or agree to settle any such demands.

Dissenting SPAC Shares. Notwithstanding any provision of this Agreement anything to the contrary herein and in accordance with the Cayman Companies Act, any SPAC Shares that are Ordinary Share issued and outstanding immediately prior to the SPAC Merger Effective Time and that are held by a for which any SPAC Shareholder who (such SPAC Shareholder, a “Dissenting SPAC Shareholder”) has validly exercised properly in writing his, her or its their dissenters’ rights for such SPAC Ordinary Shares in accordance with Section 238 of the Cayman Companies Act Act, and who has otherwise complied in all respects with all of the provisions of the Cayman Companies Act relevant to the exercise and perfection of dissenters’ rights (any such SPAC Sharescollectively, the “Dissenting SPAC Shares” and the holder of such Dissenting SPAC Shares, a “Dissenting SPAC Shareholder”) shall not be converted intointo the right to receive, and such the applicable Dissenting SPAC Shareholder shall have no right to receive, Pubco the applicable Holdings Ordinary Shares to which the holder of such Dissenting SPAC Shares would otherwise be entitled pursuant to Section 2.09(b) unless and until such Dissenting SPAC Shareholder fails to perfect, or effectively withdraws or otherwise loses, his, her or its loses such dissenters’ rights (through failure to perfect such dissenters’ rights or otherwise) under the Cayman Companies Act. Each From and after the SPAC Merger Effective Time, (A) the Dissenting SPAC Share Shares shall no longer be outstanding and shall automatically be cancelled and extinguished by virtue of the SPAC MergerMerger and shall cease to exist and (B) the Dissenting SPAC Shareholders shall be entitled only to such rights as may be granted to them under Section 238 of the Cayman Act and shall not be entitled to exercise any of the voting rights or other rights of a shareholder of the SPAC Surviving Subsidiary or any of its Affiliates (including Holdings); provided, and the applicable however, that if any Dissenting SPAC Shareholder shall thereafter cease effectively withdraws or loses such dissenters’ rights (through failure to have any perfect such dissenters’ rights with respect to or otherwise) under the Cayman Act, then the SPAC Ordinary Shares held by such Dissenting SPAC Share, except the right to Shareholder (1) shall no longer be paid the fair value of such Dissenting SPAC Share and such other rights as are granted by the Cayman Companies Act. Notwithstanding the foregoing, the SPAC Shares owned by any SPAC Shareholder who fails to perfect, or who effectively withdraws or otherwise loses, his, her or its dissenters’ rights pursuant to the Cayman Companies Act shall cease deemed to be Dissenting SPAC Shares and (2) shall thereupon be deemed to have treated as if they had been converted into, and to have become exchanged for, as of automatically at the SPAC Merger Effective Time, Time into the right to receive Pubco the applicable number of Holdings Ordinary Shares pursuant to Section 2.09(b) in accordance with Section 2.01(d)(iiithe terms and conditions of this Agreement. Each Dissenting SPAC Shareholder who becomes entitled to payment for his, her or its Dissenting SPAC Shares pursuant to the Cayman Act shall receive payment thereof from SPAC in accordance with the Cayman Act. SPAC shall give the Company (prior to the Closing) or the Sponsor (after the Closing) prompt notice of any written demands for dissenters’ rights in respect of any SPAC Ordinary Share, attempted withdrawals of such demands and any other material developments related to any such demands and provide copies of all documents, instruments or other communications received by SPAC, any of its Subsidiaries or any of their respective Representatives related thereto and shall otherwise keep the Company (prior to the Closing) or the Sponsor (after the Closing) reasonably apprised as to the status and developments related to such matters, and the Company (prior to the Closing) or the Sponsor (after the Closing) shall have the opportunity to participate in all negotiations and proceedings with respect to all such demands. SPAC shall not, except with the prior written consent (not to be unreasonably withheld, conditioned or delayed) of the Company (prior to the Closing) or the Sponsor (after the Closing), without make any interest thereonpayment or deliver any consideration (including Holdings Ordinary Shares) with respect to, settle or offer or agree to settle any such demands.