Common use of Registration of Common Stock Cashless Exercise at Companys Option Clause in Contracts

Registration of Common Stock Cashless Exercise at Companys Option. The Company agrees that as soon as practicable after the closing of its initial Business Combination, it shall use its best efforts to file with the SEC a registration statement for the registration, under the Act, of the shares of Common Stock issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 60th Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the SEC, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(d). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Act and (ii) the shares of Common Stock issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4.

Registration of Common Stock Cashless Exercise at Companys Option. 7.4.1 Registration of the Common Stock. The Company agrees that as soon as practicable practicable, but in no event later than twenty (20) business days after the closing of its initial Business CombinationEffective Date, it shall use its best commercially reasonable efforts to file with the SEC Commission a post-effective amendment to the Registration Statement, or a new registration statement for the registrationregistering, under the Securities Act, the issuance of the shares of Common Stock issuable upon exercise of the Warrants, and it . The Company shall use its best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will use its best commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such post-effective amendment or registration statement statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement. If any such post-effective or registration statement has not been declared effective by the 60th Business Day sixtieth (60th) business day following the closing of the Business CombinationEffective Date, holders of the Warrants shall have the right, during the period beginning on the 61st Business Day sixty-first (61st) business day after the closing of the Business Combination Effective Date and ending upon such post-effective amendment or registration statement being declared effective by the SECCommission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” as determined by exchanging the Warrants (in accordance with Section 3.3.1(d)3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the average reported closing price of the shares of Common Stock as reported during the ten (10) trading day period ending on the third (3rd) trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of “cashless exercise” is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a “cashless basis basis” in accordance with this Section 7.4 subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise will shall be freely tradable under U.S. United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the ActSecurities Act (or any successor rule)) of the Company and, accordingly, will shall not be required to bear a restrictive legend. For Except as provided in subsection 7.4.2, for the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basisor have expired, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4subsection 7.4.1.

Registration of Common Stock Cashless Exercise at Companys Option. 7.4.1 Registration of the Common Stock. The Company agrees that as soon as practicable practicable, but in no event later than fifteen (15) Business Days after the closing of its initial Business Combination, it shall use its best efforts to file with the SEC Commission a registration statement for the registrationregistering, under the Securities Act, the issuance of the shares of Common Stock issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will shall use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 60th sixtieth (60th) Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st sixty-first (61st) Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the SECCommission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” as determined by exchanging the Warrants (in accordance with Section 3.3.1(d)3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this Section 7.4.1, “Fair Market Value” shall mean the average closing price of the Common Stock for the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 7.4.1 is not required to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise will shall be freely tradable under U.S. United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the ActSecurities Act (or any successor rule)) of the Company and, accordingly, will shall not be required to bear a restrictive legend. For Except as provided in Section 7.4.2, for the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basisor have expired, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.47.4.1.

Registration of Common Stock Cashless Exercise at Companys Option. 7.4.1 Registration of the Common Stock. The Company agrees that as soon as practicable practicable, but in no event later than twenty (20) Business Days after the closing of its initial Business Combination, it shall use its best commercially reasonable efforts to file with the SEC Commission a post-effective amendment to the Registration Statement or a new registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants, and it . The Company shall use its best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will use its best commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement within sixty (60) business days after the closing of its initial Business Combination, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 60th Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the SECCommission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” as determined by exchanging the Warrants (in accordance with Section 3.3.1(d)3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) less the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume weighted average price of the Common Stock for the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise will shall be freely tradable under U.S. United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the ActSecurities Act (or any successor rule)) of the Company and, accordingly, will shall not be required to bear a restrictive legend. For Except as provided in subsection 7.4.2, for the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basisexercised, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4subsection 7.4.1.

Registration of Common Stock Cashless Exercise at Companys Option. (a) Registration of the Common Stock. The Company agrees that as soon as practicable practicable, but in no event later than fifteen (15) Business Days after the closing of its initial Business Combination, it shall use its reasonable best efforts to file with the SEC Commission a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants, and it . The Company shall use its best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will use its reasonable best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 60th Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the SECCommission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” as determined by exchanging the Warrants (in accordance with Section 3.3.1(d). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience3(a)(9) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Securities Act and (iior any successor rule) the or another exemption) for that number of shares of Common Stock issued upon such exercise will be freely tradable under U.S. federal securities laws equal to the quotient obtained by anyone who is not an affiliate dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value” (as such term is defined in Rule 144 under below) by (y) the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4.Fair