Common use of SPAC Warrants Clause in Contracts

SPAC Warrants. At the Effective Time, each issued and outstanding SPAC Public Warrant shall be converted into one Pubco Public Warrant and each issued and outstanding SPAC Private Warrant shall be converted into one Pubco Private Warrant. At the Effective Time, the SPAC Warrants shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Each of the Pubco Public Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Public Warrants, and each of the Pubco Private Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Private Warrants, except that in each case they shall represent the right to acquire shares of Pubco Class A Stock in lieu of SPAC Class A Ordinary Shares. At or prior to the Effective Time, Pubco shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Pubco Public Warrants or Pubco Private Warrants remain outstanding, a sufficient number of shares of Pubco Class A Stock for delivery upon the exercise of such Pubco Public Warrants or Pubco Private Warrants, as applicable.

SPAC Warrants. At the Effective Time, each issued and outstanding Each (i) SPAC Public Warrant outstanding immediately prior to the SPAC Merger Effective Time shall be converted into the right to receive one Pubco Public Warrant and (ii) each issued and outstanding SPAC Private Warrant outstanding immediately prior to the SPAC Merger Effective Time shall be converted into the right to receive one Pubco Private Warrant. At the Effective Time, the and all SPAC Warrants shall thereupon cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Each of the Pubco Public Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Public Warrants, and each of the Pubco Private Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Private Warrants, except that in each case they shall represent the right to acquire shares of Pubco Class A Stock Ordinary Shares in lieu of SPAC Class A Ordinary Shares. At or prior to the SPAC Merger Effective Time, Pubco shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Pubco Public Warrants or Pubco Private Warrants remain outstanding, a sufficient number of shares of Pubco Class A Stock Ordinary Shares for delivery upon the exercise of such Pubco Public Warrants or Pubco Private Warrants, as applicable.

SPAC Warrants. At the Effective Time, each issued and outstanding SPAC Public Warrant shall be converted into one Pubco Public Warrant and each issued and outstanding SPAC Private Warrant shall be converted into one Pubco Private Warrant. At the Effective Time, the SPAC Warrants shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Each of the Pubco Public Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Public Warrants, and each of the Pubco Private Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Private Warrants, except that in each case they shall represent the right to acquire shares of Pubco Class A Common Stock in lieu of shares of SPAC Class A Ordinary SharesCommon Stock. At or prior to the Effective Time, Pubco shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Pubco Public Warrants or Pubco Private Warrants remain outstanding, a sufficient number of shares of Pubco Class A Common Stock for delivery upon the exercise of such Pubco Public Warrants or Pubco Private Warrants, as applicable.

SPAC Warrants. At Pursuant to the terms of the Assignment and Assumption of Warrant Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of any holder each whole SPAC Warrant that is issued and outstanding SPAC Public Warrant immediately prior to the Effective Time shall be assumed by PubCo and will be converted into one Pubco Public PubCo Warrant, exercisable in accordance with the terms of the Assignment and Assumption of Warrant and each issued and outstanding SPAC Private Warrant shall be converted into one Pubco Private WarrantAgreement. At the Effective Time, the SPAC Warrants shall cease to be outstanding exercisable into SPAC Shares and shall automatically be canceled and retired and shall cease to existexercisable only into PubCo Shares. Each of the Pubco Public PubCo Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Public Warrants, and each of the Pubco Private Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Private Warrants, except that in each case they shall represent the right to acquire shares of Pubco Class A Stock PubCo Shares in lieu of SPAC Class A Ordinary Shares. At or prior to the Effective Time, Pubco PubCo shall take all corporate action actions necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Pubco Public Warrants or Pubco Private PubCo Warrants remain outstanding, a sufficient number of shares of Pubco Class A Stock PubCo Shares for delivery issuance upon the exercise of such Pubco Public Warrants or Pubco Private PubCo Warrants, as applicable.

SPAC Warrants. At the Effective SPAC Merger effective Time, each issued and outstanding SPAC Public Warrant shall be converted into one Pubco (1) Holdings Public Warrant and each issued and outstanding SPAC Private Warrant shall be converted into one Pubco (1) Holdings Private Warrant. At the SPAC Merger Effective Time, the SPAC Warrants shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Each of the Pubco Holdings Public Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Public Warrants, and each of the Pubco Holdings Private Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Private Warrants, except that in each case they shall represent the right to acquire shares of Pubco Holdings Class A Stock Ordinary Shares in lieu of SPAC Class A Ordinary Shares. At or prior to the SPAC Merger Effective Time, Pubco Holdings shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Pubco Public Warrants or Pubco Private Holdings Warrants remain outstanding, a sufficient number of shares of Pubco Class A Stock Holdings Ordinary Shares for delivery upon the exercise of such Pubco Public Warrants or Pubco Private Holdings Warrants, as applicable.

SPAC Warrants. At the Effective Time, each issued and Each outstanding (i) SPAC Public Warrant and SPAC Forward Purchase Warrant outstanding immediately prior to the Effective Time shall be converted into the right to receive one Pubco Public Warrant and (ii) each issued and outstanding SPAC Private Warrant outstanding immediately prior to the Effective Time shall be converted into the right to receive one Pubco Private Warrant. At the Effective Time, the and all SPAC Warrants shall thereupon cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Each of the Pubco Public Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Public Warrants, and each of the Pubco Private Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Private Warrants, except that in each case they shall represent the right to acquire shares of Pubco Class A Stock Ordinary Shares in lieu of SPAC Class A Ordinary Shares. At or prior to the Effective Time, Pubco shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Pubco Public Warrants or Pubco Private Warrants remain outstanding, a sufficient number of shares of Pubco Class A Stock Ordinary Shares for delivery upon the exercise of such Pubco Public Warrants or Pubco Private Warrants, as applicable.

SPAC Warrants. At the Effective Time, each issued and outstanding SPAC Public Warrant shall be converted into one Pubco Public Warrant and each issued and outstanding SPAC Private Warrant shall be converted into one Pubco Private Warrant. At the Effective Time, the SPAC Warrants shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Each of the Pubco Public Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Public Warrants, and each of the Pubco Private Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Private Warrants, except that in each case they shall represent the right to acquire shares of Pubco Class A Stock in lieu of SPAC Class A Ordinary Shares. At or prior to the Effective Time, Pubco shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Pubco Public Warrants or Pubco Private Warrants remain outstanding, a sufficient number of shares of Pubco Class A Stock for delivery upon the exercise of such Pubco Public Warrants or Pubco Private Warrants, as applicable.

SPAC Warrants. At the Effective SPAC Merger effective Time, each issued and outstanding SPAC Public Warrant shall be converted into one Pubco (1) Holdings Public Warrant and each issued and outstanding SPAC Private Warrant shall be converted into one Pubco (1) Holdings Private Warrant. At the SPAC Merger Effective Time, the SPAC Warrants shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Each of the Pubco Holdings Public Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Public Warrants, and each of the Pubco Holdings Private Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Private Warrants, except that in each case they shall represent the right to acquire shares of Pubco Class A Stock Holdings Ordinary Shares in lieu of SPAC Class A Ordinary Shares. At or prior to the SPAC Merger Effective Time, Pubco Holdings shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Pubco Public Warrants or Pubco Private Holdings Warrants remain outstanding, a sufficient number of shares of Pubco Class A Stock Holdings Ordinary Shares for delivery upon the exercise of such Pubco Public Warrants or Pubco Private Holdings Warrants, as applicable.

SPAC Warrants. At the Effective Time, each (i) Every issued and outstanding SPAC Public Warrant shall be converted automatically into the right of the holder thereof to receive one (1) Pubco Public Warrant Warrant, and each (ii) every issued and outstanding SPAC Private Warrant shall be converted automatically into the right of the holder thereof to receive one (1) Pubco Private Warrant. At the SPAC Merger Effective Time, the SPAC Warrants shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Each of the Pubco Public Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Public Warrants, and each of the Pubco Private Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Private Warrants, except that in each case they shall represent the right to acquire shares of Pubco Class A Stock in lieu of SPAC Class A Ordinary Shares. At or prior to the SPAC Merger Effective Time, Pubco shall take all corporate action actions necessary to reserve for future issuance, issuance and shall maintain such reservation for so long as any of the Pubco Public Warrants or Pubco Private Warrants remain outstanding, a sufficient number of shares of Pubco Class A Stock Ordinary Shares for delivery upon the exercise of such Pubco Public Warrants or Pubco Private Warrants, as applicable.