Common use of The SPAC Merger Clause in Contracts

The SPAC Merger. (i) On the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the DGCL, on the Closing Date promptly following the consummation of the Conversion, Merger Sub I shall merge with and into SPAC at the SPAC Merger Effective Time. Following the SPAC Merger Effective Time, the separate existence of Merger Sub I shall cease and SPAC shall continue as the surviving corporation of the SPAC Merger (the “SPAC Merger Surviving Company”), as a wholly owned subsidiary of the Company. (ii) On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Parties shall cause a certificate of merger relating to the SPAC Merger, in a form reasonably satisfactory to the Company and SPAC (the “SPAC Merger Certificate of Merger”), to be executed and filed with the Secretary of State of the State of Delaware. The SPAC Merger shall become effective on the date and time at which the SPAC Merger Certificate of Merger is accepted for filing by the Secretary of State of the State of Delaware or at such later date and/or time as is agreed by the Company and SPAC and specified in the SPAC Merger Certificate of Merger (the time the SPAC Merger becomes effective being referred to herein as the “SPAC Merger Effective Time”). (iii) From and after the SPAC Merger Effective Time, the SPAC Merger shall have the effects set forth in this Agreement, the SPAC Merger Certificate of Merger and Section 251 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the SPAC Merger Effective Time, all of the assets, properties, rights, privileges, powers and franchises of SPAC and Merger Sub I shall vest in the SPAC Merger Surviving Company and all debts, liabilities, obligations, restrictions, disabilities and duties of each of SPAC and Merger Sub I shall become the debts, liabilities, obligations and duties of the SPAC Merger Surviving Company, in each case, in accordance with the DGCL. (iv) At the SPAC Merger Effective Time, by virtue of the SPAC Merger, the certificate of incorporation of SPAC shall be amended and restated to be identical to the certificate of incorporation of Merger Sub I as in effect immediately prior to the SPAC Merger Effective Time and, as so amended and restated, shall be the certificate of incorporation of the SPAC Merger Surviving Company until thereafter amended in accordance with its terms as provided therein and by the DGCL, except that the name of the SPAC Merger Surviving Company reflected therein shall be a name that is determined by the Company prior to the Closing. At the SPAC Merger Effective Time, the bylaws of SPAC shall be amended to be identical to the bylaws of Merger Sub I as in effect immediately prior to the SPAC Merger Effective Time and, as so amended, shall be the bylaws of the SPAC Merger Surviving Company until thereafter amended in accordance with their terms as provided therein, the Governing Documents of the SPAC Merger Surviving Company and the DGCL, except that the name of the SPAC Merger Surviving Company reflected therein shall be a name that is determined by the Company prior to the Closing. (v) At the SPAC Merger Effective Time, the persons serving as the directors and officers of Merger Sub I immediately prior to the SPAC Merger Effective Time shall be the initial directors and officers of the SPAC Merger Surviving Company, each to hold office in accordance with the Governing Documents of the SPAC Merger Surviving Company from and after the SPAC Merger Effective Time until such director’s or officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal in accordance with the Governing Documents of the SPAC Merger Surviving Company, or as otherwise provided by the DGCL. (vi) At the SPAC Merger Effective Time, by virtue of the SPAC Merger and without any action on the part of any Party or any other Person, each share of capital stock of Merger Sub I issued and outstanding immediately prior to the SPAC Merger Effective Time shall be automatically canceled and extinguished and converted into one share of common stock, par value $0.01, of the SPAC Merger Surviving Company. (vii) At the SPAC Merger Effective Time, by virtue of the SPAC Merger and without any action on the part of any Party or any other Person, each SPAC Class B Share (other than the SPAC Class B Shares canceled and extinguished pursuant to Section 2.1(b)(ix)) shall automatically convert into one SPAC Class A Share in accordance with the SPAC’s Governing Documents (the “SPAC Class B Conversion”), and immediately following the SPAC Class B Conversion, each SPAC Class A Share (other than the SPAC Class A Shares canceled and extinguished pursuant to Section 2.1(b)(ix)) issued and outstanding as of immediately prior to the SPAC Merger Effective Time shall be automatically canceled and extinguished in exchange for the right to receive, upon delivery of the Transmittal Documents, one Company Common Share, without interest. (viii) At the SPAC Merger Effective Time, each SPAC Warrant that is outstanding immediately prior to the SPAC Merger Effective Time shall, by its terms pursuant to Section 4.4 of the SPAC Warrant Agreement, convert automatically into the right to acquire Company Common Shares on the terms and subject to the conditions set forth in the SPAC Warrant Agreement as in effect immediately prior to the SPAC Merger Effective Time (each, a “Company Warrant”) and shall otherwise continue to have and be subject to substantially the same terms and conditions as were applicable to such SPAC Warrant immediately prior to the SPAC Merger Effective Time; provided that, for the avoidance of doubt, each Company Warrant shall, from and after the SPAC Merger Effective Time, (x) represent the right to acquire the number of Company Common Shares equal to the number of SPAC Shares subject to the underlying SPAC Warrant immediately prior to the SPAC Merger Effective Time, and (y) have an exercise price of $11.50 per whole warrant to purchase one Company Common Share. (ix) At the SPAC Merger Effective Time, by virtue of the SPAC Merger and without any action on the part of any Party or any other Person, each SPAC Share held immediately prior to the SPAC Merger Effective Time by SPAC as treasury stock shall be automatically canceled and extinguished, and no consideration shall be paid with respect thereto.

The SPAC Merger. (i) On Following the consummation of the Domestication, on the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the DGCL, on the Closing Date promptly following the consummation of the Conversion, SPAC Merger Sub I shall merge with and into SPAC M3 at the SPAC Merger Effective Time. Following the SPAC Merger Effective Time, the separate existence of SPAC Merger Sub I shall cease and SPAC M3 shall continue as the surviving corporation of company in the SPAC Merger (the “SPAC Merger Surviving CompanySubsidiary”), as ) and a wholly owned subsidiary Subsidiary of the CompanyPubco. (ii) On the terms and subject to the conditions set forth in this Agreement, at At the Closing, the Parties shall cause a certificate of merger relating to the SPAC Mergermerger, in a form reasonably satisfactory acceptable to M3, Pubco and the Company and SPAC (the “SPAC Merger Certificate of Merger”), to be executed and filed with the Secretary of State of the State of Delaware. The SPAC Merger shall become effective on the date and at the time at which the SPAC Merger Certificate of Merger is accepted for filing by the Secretary of State of the State of Delaware Delaware, or at such later date and/or and time as is agreed by M3, SPAC Merger Sub, and the Company Company, and SPAC and as specified in the SPAC Merger Certificate of Merger (the time the SPAC Merger becomes effective being referred to herein as the “SPAC Merger Effective Time”). (iii) From and after the SPAC Merger Effective Time, the The SPAC Merger shall have the effects set forth in this Agreement, the SPAC Merger Certificate of Merger and Section 251 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the SPAC Merger Effective Time, all of the assets, properties, rights, privileges, powers and franchises of each of M3 and SPAC and Merger Sub I shall vest in the SPAC Merger Surviving Company Subsidiary and all debts, liabilities, obligations, restrictions, disabilities and duties of each of M3 and SPAC and Merger Sub I shall become the debts, liabilities, obligations obligations, restrictions, disabilities and duties of the SPAC Merger Surviving CompanySubsidiary, in each case, in accordance with the DGCL. (iv) At the SPAC Merger Effective Time, by virtue the Governing Documents of SPAC Merger Sub shall become the Governing Documents of the SPAC Merger, the certificate of incorporation of SPAC shall be amended and restated to be identical to the certificate of incorporation of Merger Sub I as in effect immediately prior to the SPAC Merger Effective Time and, as so amended and restated, shall be the certificate of incorporation of the SPAC Merger Surviving Company until thereafter amended in accordance with its terms as provided therein and by the DGCL, Subsidiary except that the name of the SPAC Merger Surviving Company reflected therein Subsidiary shall be a “ReserveOne Operations” or such other name that is determined not including references to “M3” or “Brigade” as proposed by the Company not less than five (5) Business Days prior to the Closing. At the SPAC Merger Effective Time, the bylaws of SPAC shall be amended Closing and reasonably acceptable to be identical to the bylaws of Merger Sub I as in effect immediately prior to the SPAC Merger Effective Time and, as so amended, shall be the bylaws of the SPAC Merger Surviving Company until thereafter amended in accordance with their terms as provided therein, the Governing Documents of the SPAC Merger Surviving Company and the DGCL, except that the name of the SPAC Merger Surviving Company reflected therein shall be a name that is determined by the Company prior to the ClosingM3. (v) At the SPAC Merger Effective Time, the persons serving as the directors and executive officers of Merger Sub I immediately prior to the SPAC Merger Effective Time Surviving Subsidiary shall be the initial same as the board of directors and executive officers of the SPAC Merger Surviving CompanyPubco, after giving effect to Section 5.16, each to hold office in accordance with the Governing Documents of the SPAC Merger Surviving Company from and after the SPAC Merger Effective Time Subsidiary until such director’s or officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal in accordance with the Governing Documents of the SPAC Merger Surviving Company, or as otherwise provided by the DGCLremoval. (vi) At the SPAC Merger Effective Time, by virtue of the SPAC Merger and without any action on the part of any Party or any other Person, each share of capital stock of SPAC Merger Sub I Common Stock issued and outstanding immediately prior to the SPAC Merger Effective Time shall be automatically canceled cancelled and extinguished and converted into one (1) share of common stock, par value $0.010.0001, of the SPAC Merger Surviving CompanySubsidiary. (vii) At the SPAC Merger Effective Time, by virtue of the SPAC Merger and without any action on the part of any Party or any other Person, each SPAC (A) issued and outstanding M3 Unit consisting of one (1) M3 Class B A-1 Common Share and one-half (other than 1/2) of one (1) M3 Public Warrant shall be automatically detached and the SPAC holder thereof shall be deemed to hold one (1) M3 Class B Shares canceled A-1 Common Share and extinguished pursuant to Section 2.1(b)(ix)one-half (1/2) shall automatically convert into of one SPAC Class A Share (1) M3 Public Warrant, in each case in accordance with the SPAC’s Governing Documents (terms of the “SPAC Class B Conversion”)applicable M3 Unit, and immediately following the SPAC Class B Conversion, each SPAC Class A Share (other than the SPAC Class A Shares canceled and extinguished pursuant to Section 2.1(b)(ix)) issued and outstanding as of immediately prior to the SPAC Merger Effective Time which underlying M3 Securities shall be automatically canceled and extinguished converted in exchange for accordance with the right to receive, upon delivery applicable terms of the Transmittal Documents, one Company Common Share, without interestthis Section 2.1. (viii) At the SPAC Merger Effective Time, each SPAC Warrant that is outstanding immediately prior to the SPAC Merger Effective Time shall, by its terms pursuant to Section 4.4 of the SPAC Warrant Agreement, convert automatically into the right to acquire Company Common Shares on the terms and subject to the conditions set forth in the SPAC Warrant Agreement as in effect immediately prior to the SPAC Merger Effective Time (each, a “Company Warrant”) and shall otherwise continue to have and be subject to substantially the same terms and conditions as were applicable to such SPAC Warrant immediately prior to the SPAC Merger Effective Time; provided that, for the avoidance of doubt, each Company Warrant shall, from and after the SPAC Merger Effective Time, (x) represent the right to acquire the number of Company Common Shares equal to the number of SPAC Shares subject to the underlying SPAC Warrant immediately prior to the SPAC Merger Effective Time, and (y) have an exercise price of $11.50 per whole warrant to purchase one Company Common Share. (ix) At the SPAC Merger Effective Time, by virtue of the SPAC Merger and without any action on the part of any Party or any other Person, (A) each issued and outstanding M3 Class A-1 Common Share (other than those canceled and extinguished pursuant to Section 2.1(c)(x) below) shall be automatically canceled and extinguished and converted into and thereafter represent the right to receive one (1) Pubco Class A Common Shares, following which, all M3 Class A-1 Common Shares shall cease to be outstanding and shall automatically be canceled and shall cease to exist, (B) each issued and outstanding M3 Class A-2 Common Share (other than those canceled and extinguished pursuant to Section 2.1(c)(x) below) shall be automatically canceled and extinguished and converted into and thereafter represent the right to receive one (1) Pubco Class B Common Share, following which, all M3 Class A-2 Common Shares shall cease to be outstanding and shall automatically be canceled and shall cease to exist, and (C) each issued and outstanding M3 Class B Common Share (other than those canceled and extinguished pursuant to Section 2.1(c)(x) below), if any, shall be automatically canceled and extinguished and shall cease to exist. From and after the SPAC Share Merger Effective Time, the holders of certificates previously evidencing ownership of M3 Shares and the M3 Shares held in book-entry form issued and outstanding immediately prior to the SPAC Merger Effective Time by (collectively, the “M3 Certificates”) shall each cease to have any rights with respect to such shares except as provided herein or required under applicable Law. From and after the SPAC as treasury stock Merger Effective Time, each M3 Certificate (other than those representing M3 Shares canceled and extinguished pursuant to Section 2.1(c)(x) below) shall be automatically canceled exchanged for Pubco Shares in book-entry form upon the surrender of such certificate in accordance with Section 2.4. (ix) At the SPAC Merger Effective Time, each issued and extinguished, and no consideration outstanding M3 Public Warrant shall be paid with respect thereto.converted into one (1) Pubco Public Warrant and each issued and outstanding M3 Private Warrant shall be converted into one (1)

The SPAC Merger. (ia) On the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the DGCL, on the Closing Date promptly following the consummation of the Conversion, Merger Sub I shall merge with and into SPAC at the SPAC Merger Effective Time. Following the SPAC Merger Effective Time, the separate existence of Merger Sub I shall cease and SPAC shall continue as the surviving corporation of the SPAC Merger (the “SPAC Merger Surviving Company”), as a wholly owned subsidiary of the Company. (ii) On Upon the terms and subject to the conditions set forth in this Agreement, in accordance with the Cayman Companies Act, immediately following confirmation of the effective filing of the Company Merger, and effective at the Closing, the Parties shall cause a certificate of merger relating to the SPAC Merger, in a form reasonably satisfactory to the Company and SPAC (the “SPAC Merger Certificate of Merger”), to be executed and filed with the Secretary of State of the State of Delaware. The SPAC Merger shall become effective on the date and time at which the SPAC Merger Certificate of Merger is accepted for filing by the Secretary of State of the State of Delaware or at such later date and/or time as is agreed by the Company and SPAC and specified in the SPAC Merger Certificate of Merger (the time the SPAC Merger becomes effective being referred to herein as the “SPAC Merger Effective Time”), Merger Sub II shall be merged with and into SPAC, and the separate corporate existence of Merger Sub II shall cease, and SPAC, as the surviving corporation, shall thereafter continue its corporate existence as a wholly-owned subsidiary of Holdco. The completion of the Company Merger is a condition precedent for the completion of the SPAC Merger. (iiib) From and after the SPAC Merger Effective Time, the effect of the SPAC Merger shall have be as provided in accordance with the effects set forth in applicable provisions of this Agreement, Agreement and the SPAC Merger Certificate of Merger and Section 251 of the DGCLCayman Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the SPAC Merger Effective Time, all of the assets, propertiesproperty, rights, privileges, agreements, powers and franchises franchises, debts, liabilities, duties and obligations of SPAC and Merger Sub I II shall vest in become the SPAC Merger Surviving Company property, rights, privileges, agreements, powers and all franchises, debts, liabilities, obligationsduties and obligations of the SPAC Surviving Corporations, restrictionswhich shall include the assumption by the SPAC Surviving Corporation of any and all agreements, disabilities covenants, duties and duties of each obligations of SPAC and Merger Sub I shall become the debts, liabilities, obligations and duties of the SPAC Merger Surviving Company, II set forth in each case, in accordance with the DGCL. (iv) At this Agreement to be performed after the SPAC Merger Effective Time. (c) At the Closing, by virtue and immediately following confirmation of the effective filing of the Company Merger (subject to the satisfaction or waiver of all of the conditions set forth in this Agreement as of the filing of the Company Merger), and provided this Agreement has not theretofore been terminated pursuant to its terms, Merger Sub II and SPAC Mergershall cause (or if Merger Sub II and SPAC do not cause, the certificate Company shall cause) a plan of incorporation of SPAC shall be amended and restated to be identical to the certificate of incorporation of Merger Sub I as merger in effect immediately prior to the SPAC Merger Effective Time and, as so amended and restated, shall be the certificate of incorporation respect of the SPAC Merger Surviving (in form and substance reasonably acceptable to the Company until thereafter amended if prepared by SPAC or to SPAC if prepared by the Company) and such other documents as may be required in accordance with its terms as provided therein and the applicable provisions of the Cayman Companies Act or by the DGCL, except that the name of any other applicable Law to make the SPAC Merger Surviving Company reflected therein effective (collectively, the “SPAC Merger Filing Documents”), to be executed and duly submitted for filing with the Cayman Islands Registrar. The SPAC Merger shall be a name that is determined become effective (the “SPAC Merger Effective Time”) at the time specified in the certificate of merger issued by the Company prior to the Closing. At Cayman Islands Registrar. (d) From and after the SPAC Merger Effective Time, the bylaws officers and the board of SPAC shall be amended to be identical to the bylaws of Merger Sub I as in effect immediately prior to the SPAC Merger Effective Time and, as so amended, shall be the bylaws directors of the SPAC Merger Surviving Company until thereafter amended Corporation shall be appointed by Holdco in accordance with their terms as provided therein, applicable Laws and the Governing Documents of the SPAC Merger Surviving Company and the DGCL, except that the name of the SPAC Merger Surviving Company reflected therein shall be a name that is determined by the Company prior to the ClosingCorporation. (v) At the SPAC Merger Effective Time, the persons serving as the directors and officers of Merger Sub I immediately prior to the SPAC Merger Effective Time shall be the initial directors and officers of the SPAC Merger Surviving Company, each to hold office in accordance with the Governing Documents of the SPAC Merger Surviving Company from and after the SPAC Merger Effective Time until such director’s or officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal in accordance with the Governing Documents of the SPAC Merger Surviving Company, or as otherwise provided by the DGCL. (vie) At the SPAC Merger Effective Time, by virtue of the SPAC Merger and without any action on the part of any Party party hereto or any other Personthe holders of securities of Merger Sub II, each share of share capital stock of Merger Sub I II that is issued and outstanding immediately prior to the SPAC Merger Effective Time shall automatically be converted into an equal number of ordinary shares of the SPAC Surviving Corporation. (f) The SPAC Merger shall result in the following with respect to the SPAC Units: (i) At the SPAC Merger Effective Time, each SPAC Unit that is outstanding immediately prior to the SPAC Merger Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one SPAC Class A Ordinary Share and one-half of a SPAC Public Warrant, which underlying securities of SPAC shall be adjusted in accordance with the applicable terms of this Section 2.3(f). (ii) Each SPAC Class B Ordinary Share that is issued and outstanding immediately prior to the SPAC Merger Effective Time shall be automatically canceled and extinguished and converted into one share of common stock, par value $0.01, SPAC Class A Ordinary Share in accordance with the terms of the SPAC Merger Surviving CompanyCharter (such automatic conversion, the “SPAC Class B Conversion”) and each SPAC Class B Ordinary Share shall no longer be issued and outstanding and shall automatically be cancelled and cease to exist, and each holder of SPAC Class B Ordinary Shares shall thereafter cease to have any rights with respect to such shares. (viiiii) At the SPAC Merger Effective Time and immediately following the separation of each SPAC Unit in accordance with Section 2.3(f)(i) and the SPAC Class B Conversion, by virtue of the SPAC Merger and conditioned on the consummation of the Mergers and without any action on the part of any party hereto or the holders of SPAC Class A Ordinary Shares, each SPAC Class A Ordinary Share that is issued and outstanding immediately prior to the SPAC Merger Effective Time (other than the Redeeming SPAC Shares, the SPAC Dissenting Shares, if any, and the shares set forth in Section 2.3(f)(iv)) shall automatically be cancelled and cease to exist in exchange for the right to receive one newly issued Holdco Class A Ordinary Share without interest. As of the SPAC Merger Effective Time, each SPAC Shareholder (other than the holders of the Redeeming SPAC Shares, the SPAC Dissenting Shares, if any, and the shares set forth in Section 2.3(f)(iv)) shall cease to have any other rights in and to SPAC. (iv) Notwithstanding anything to the contrary expressed or implied in Section 2.3(f)(iii) or any other provision of this Agreement, at the SPAC Merger Effective Time, if there are any SPAC Ordinary Shares that are owned by SPAC as treasury shares or any SPAC Ordinary Shares owned by any direct or indirect Subsidiary of SPAC immediately prior to the SPAC Merger Effective Time, such SPAC Ordinary Shares shall be canceled and shall cease to exist without any conversion thereof or payment or other consideration therefor. (v) At the SPAC Merger Effective Time and immediately following the separation of each SPAC Unit in accordance with Section 2.3(f)(i), by virtue of the SPAC Merger and without any action on the part of any Party or any other Personholder of a SPAC Public Warrant, each every SPAC Class B Share (other than the SPAC Class B Shares canceled and extinguished pursuant to Section 2.1(b)(ix)) shall automatically convert into one SPAC Class A Share in accordance with the SPAC’s Governing Documents (the “SPAC Class B Conversion”), and immediately following the SPAC Class B Conversion, each SPAC Class A Share (other than the SPAC Class A Shares canceled and extinguished pursuant to Section 2.1(b)(ix)) Public Warrant issued and outstanding as of immediately prior to the SPAC Merger Effective Time shall be automatically canceled and extinguished in exchange for the right to receive, upon delivery of the Transmittal Documents, one Company Common Share, without interest. (viii) At the SPAC Merger Effective Time, each SPAC Warrant that is outstanding immediately prior to the SPAC Merger Effective Time shall, by its terms pursuant to Section 4.4 of and in accordance with the SPAC Warrant Agreement and the Warrant Assignment Agreement, convert automatically into and irrevocably be modified to provide that such SPAC Public Warrant shall no longer entitle the right holder thereof to purchase the number of SPAC Ordinary Shares set forth therein and in substitution thereof and rather that such SPAC Public Warrant shall entitle the holder thereof to acquire Company Common such equal number of Holdco Class A Ordinary Shares on (each, an “Assumed Warrant”). Each Assumed Warrant shall have and be subject to the terms and subject to the conditions set forth in the SPAC Warrant Agreement as in effect immediately prior to the SPAC Merger Effective Time (each, a “Company Warrant”) and shall otherwise continue to have and be subject to substantially the same terms and conditions as were applicable to such SPAC Warrant immediately prior to the SPAC Merger Effective Time; provided that, for the avoidance of doubt, each Company Warrant shall, from and after the SPAC Merger Effective Time, (x) represent the right to acquire the number of Company Common Shares equal to the number of SPAC Shares subject to the underlying SPAC Warrant immediately prior to the SPAC Merger Effective Time, and (y) have an exercise price of $11.50 per whole warrant to purchase one Company Common ShareAssignment Agreement. (ixvi) At the SPAC Merger Effective TimeTime and immediately following the separation of each SPAC Unit in accordance with Section 2.3(f)(i), by virtue of the SPAC Merger and without any action on the part of any Party or any other Personthe holder of the SPAC Private Placement Warrant, each the SPAC Share held Private Placement Warrant issued and outstanding immediately prior to the SPAC Merger Effective Time by shall surrender its SPAC Private Placement Warrants for cancellation and shall instead receive 500,000 Holdco Class A Ordinary Shares. (vii) All outstanding SPAC working capital loans will be paid in cash or, at the option of the holder, will be converted into Holdco Class A Ordinary Shares at a rate of $10.00 per Holdco Class A Ordinary Share at the SPAC Merger Effective Time. (g) At the SPAC Merger Effective Time, the SPAC Governing Documents, as treasury stock in effect immediately prior to the SPAC Merger Effective Time, shall cease and the Governing Documents of Merger Sub II shall be automatically canceled the Governing Documents of the SPAC Surviving Corporation and extinguishedthereafter amended in accordance with their terms and as provided by Law. (h) If any certificate for securities of Holdco to be issued is in a name other than that in which the certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the certificate so surrendered will be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Holdco or any agent designated by it any transfer or other Taxes required by reason of the issuance of a certificate for securities of Holdco in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Holdco or any agent designated by it that such Tax has been paid or is not payable. (i) Notwithstanding anything to the contrary in this Section 2.3, none of SPAC, Holdco or any party hereto shall be liable to any Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (j) No fractional ordinary shares, or certificates or scrip representing fractional ordinary shares, will be issued upon the conversion of any SPAC securities pursuant to the SPAC Merger, and no consideration such fractional share interests will not entitle the owner thereof to vote or to any rights of a shareholder of Merger Sub II. Any holder of a SPAC Ordinary Share who would otherwise be entitled to receive a fraction of a share of Merger Sub II (after aggregating all fractional ordinary shares issuable to such holder) shall, in lieu of such fraction of a share, be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by $10.00. (k) All securities issued in exchange for SPAC equity securities in accordance with the terms hereof shall be paid deemed to have been issued in full satisfaction of all rights pertaining to such securities, provided that any restrictions on the sale and transfer of SPAC equity securities shall also apply to the Holdco securities so issued in exchange. (l) In the event any certificates of SPAC equity securities shall have been lost, stolen or destroyed, the Holdco shall issue in exchange for such lost, stolen or destroyed certificates or securities, as the case may be, upon the making of an affidavit of that fact by the holder thereof, such securities as may be required pursuant to this Section 2.3; provided, however, that the Holdco may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against the Holdco with respect theretoto the certificates alleged to have been lost, stolen or destroyed.