Common use of SPAC Units Clause in Contracts

SPAC Units. To the extent any SPAC Units remain outstanding and unseparated, immediately prior to the Effective Time, the SPAC Class A Shares and the SPAC Public Warrants comprising each such issued and outstanding SPAC Unit immediately prior to the Effective Time shall be automatically separated (the “SPAC Unit Separation”) and the holder thereof shall be deemed to hold one (1) SPAC Class A Share and one-half of one (0.5) SPAC Public Warrant; provided, however, that no fractional SPAC Public Warrants will be issued in connection with the SPAC Unit Separation such that if a holder of SPAC Units would be entitled to receive a fractional SPAC Public Warrant upon the SPAC Unit Separation, the number of SPAC Public Warrants to be issued to such holder upon the SPAC Unit Separation (after aggregating all fractional SPAC Public Warrants that otherwise would be received by such holder) shall be rounded down to the nearest whole number of SPAC Public Warrants. The SPAC Class A Shares and SPAC Public Warrants held following the SPAC Unit Separation shall be converted in accordance with the applicable terms of this Section 2.6. After giving effect to the SPAC Unit Separation, the SPAC Class B Conversion and all SPAC Stockholder Redemptions, each issued and outstanding SPAC Class A Share (other than any Excluded SPAC Shares), shall be automatically converted into, and the holder of such SPAC Class A Share shall be entitled to receive from the Exchange Agent, for each SPAC Class A Share, one (1) PubCo Share (the “Merger Consideration”), following which, each SPAC Class A Share shall no longer be outstanding and shall automatically be canceled and shall cease to exist by virtue of the Merger, and each former holder of SPAC Class A Shares shall thereafter cease to have any rights with respect to the SPAC Class A Shares, except as provided herein or by Applicable Law. PubCo shall use reasonable best efforts to cause the PubCo Shares issued pursuant to this Section 2.6(a) to be issued in book-entry form as of the Effective Time.

SPAC Units. To At the extent any SPAC Units remain outstanding and unseparated, immediately prior to the Merger Effective Time, following the SPAC Class A Shares effectiveness of the Recapitalization, by virtue of the Merger and without any action on the SPAC Public Warrants comprising each such issued and outstanding SPAC Unit immediately prior to part of any Party or the Effective Time shall be automatically separated (the “SPAC Unit Separation”) and the holder thereof shall be deemed to hold one (1) SPAC Class A Share and one-half holders of one (0.5) SPAC Public Warrant; provided, however, that no fractional SPAC Public Warrants will be issued in connection with the SPAC Unit Separation such that if a holder any securities of SPAC Units would be entitled to receive a fractional SPAC Public Warrant upon the SPAC Unit SeparationSPAC, the number of SPAC Public Warrants to be issued to such holder upon the SPAC Unit Separation (after aggregating all fractional SPAC Public Warrants that otherwise would be received by such holder) shall be rounded down to the nearest whole number of SPAC Public Warrants. The SPAC Class A Shares and SPAC Public Warrants held following the SPAC Unit Separation shall be converted in accordance with the applicable terms of this Section 2.6. After giving effect to the SPAC Unit Separation, the SPAC Class B Conversion and all SPAC Stockholder RedemptionsCompany or Merger Sub, each issued and outstanding SPAC Class A Share (other than any Excluded SPAC Shares), Unit outstanding immediately prior to the Merger Effective Time shall be automatically converted intodetached, and, without giving duplicative effect to Section 1.1(f)(iii) and the holder of such (iv) below: (A) with respect to SPAC Class A Share shall be entitled to receive from the Exchange AgentPublic Units, for each SPAC Class A Share, one (1I) PubCo Share (the “Merger Consideration”), following which, each SPAC Class A Share shall no longer be outstanding and shall automatically be canceled and shall cease to exist by virtue forming part of the MergerSPAC Public Unit shall become and be converted into the right to receive one Company Ordinary Share pursuant to Section 1.1(f)(i) of this Agreement, (II) the one-half (½) of one SPAC Public Warrant forming part of the SPAC Public Unit shall together become and be converted into the right to receive one-half (1/2) of one Company Warrant to purchase one Company Ordinary Share (such that, for the avoidance of doubt, only each former whole Company Warrant shall be exercisable to purchase one Company Ordinary Share and a holder of Company Warrants shall not be able to exercise any fraction of a Company Warrant) at an exercise price equal to the exercise price of the SPAC Class A Shares Public Warrants pursuant to Section 1.1(f)(iii) and (III) the one SPAC Public Right forming part of the SPAC Public Unit shall thereafter cease be converted into one-tenth (1/10th) of one Company Ordinary Share pursuant to have any rights Section 1.1(f)(iv); and (B) with respect to SPAC Private Units, (I) each SPAC Private Share forming part of the SPAC Class A Shares, except as provided herein or by Applicable Law. PubCo Private Unit shall use reasonable best efforts become and be converted into the right to cause the PubCo Shares issued receive one Company Ordinary Share pursuant to Section 1.1(f)(i) of this Section 2.6(aAgreement, (II) to be issued in bookthe one-entry form as half (½) of one SPAC Private Warrant forming part of the Effective TimeSPAC Private Unit shall together become and be converted into the right to receive one-half (1/2) of one Company Warrant to purchase one Company Ordinary Share (such that, for the avoidance of doubt, only each whole Company Warrant shall be exercisable to purchase one Company Ordinary Share and a holder of Company Warrants shall not be able to exercise any fraction of a Company Warrant) at an exercise price equal to the exercise price of the SPAC Private Warrants pursuant to Section 1.1(f)(iii) and (III) the one SPAC Private Right forming part of the SPAC Private Unit shall be converted into one-tenth (1/10th) of one Company Ordinary Share pursuant to Section 1.1(f)(iv).