Transfer of Acquired Securities Clause Samples
Transfer of Acquired Securities. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing:
2.1.1. The Sponsor shall sell, transfer deliver, and assign all right, title and interest in and to its Acquired Securities to the Acquiror, free and clear of all Liens, other than those contained in Section 7 of the Letter Agreement, dated November 30, 2021, by and among the SPAC, the Sponsor and the SPAC’s officers and directors (the “Insider Letter”) and the SPAC’s Organizational Documents, and restrictions imposed by the Securities Act of 1933, as amended (the “Securities Act”), or any applicable U.S. state securities laws and the SPAC shall cause its transfer agent to record such transfer as a book-entry in its register of members and otherwise to cause such transfer to be recorded in its books and records.
2.1.2. The Sponsor and Prior Sponsor will each give Acquiror a POA to sign on its behalf with respect to the Retained Shares and the Prior Sponsor Retained Shares, respectively, any agreement that Acquiror enters into in connection with an Initial Business Combination or extension of time to consummate such an Initial Business Combination (including but not limited to any transfer agreement, forfeiture agreement or lockup agreement) relating to the Acquired Securities, provided that the Retained Shares and the Prior Sponsor Retained Shares shall be treated on a pro rata basis in a manner identical to the treatment of the Acquired Securities on a pro rata basis and that notwithstanding anything to the contrary contained herein, in the POA or otherwise, in no event shall the Retained Shares and the Prior Sponsor Retained Shares be treated on a pro rata basis, in connection with an Initial Business Combination or extension of time to consummate such an Initial Business Combination or otherwise, in any manner that is different to the treatment of the Acquired Securities on a pro rata basis, including but not limited to in respect of any transfer agreement, forfeiture agreement or lockup agreement relating to the Acquired Securities. The Sponsor shall also give Acquiror a POA to vote the Retained Shares in connection with an Initial Business Combination or extension of time to consummate such an Initial Business Combination.
2.1.3. Acquiror shall pay the Purchase Price to the Sponsor.
Transfer of Acquired Securities. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing:
2.1.1. The Sponsor shall sell, transfer, deliver, and assign all right, title and interest in and to the Acquired Securities to the Acquiror, free and clear of all liens and encumbrances, other than those contained in Section 5 of the Letter Agreement, dated June 16, 2021, by and among the SPAC, the Sponsor and the SPAC’s officers and directors (the “Insider Letter”), and restrictions imposed by the Securities Act of 1933, as amended (the “Securities Act”), or any applicable U.S. state securities laws and the SPAC shall cause its transfer agent to record such transfer as a book-entry in its register of members and otherwise to cause such transfer to be recorded in its books and records.
2.1.2. Sponsor will give Acquiror a POA to (i) sign on its behalf any agreement that Acquiror enters into in connection with an Initial Business Combination or extension of time to consummate such an Initial Business Combination (including but not limited to any transfer agreement, forfeiture agreement or lockup agreement) relating to the Acquired Securities such that the Retained Shares shall be treated the same as the Acquired Securities on a pro-rata basis and (ii) to vote the Retained Shares in connection with an Initial Business Combination or extension of time to consummate such an Initial Business Combination.
2.1.3. Each Class B Holder shall give Acquiror a POA to vote the Class B Shares in favor of an Initial Business Combination or extension of time to consummate such an Initial Business Combination.
2.1.4. Acquiror shall pay the Purchase Price to the Sponsor.
Transfer of Acquired Securities. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing:
2.1.1. The Sponsor shall sell, transfer, deliver, and assign all right, title and interest in and to the Acquired Securities to the Acquiror, free and clear of all liens and encumbrances, other than those imposed by the Securities Act of 1933, as amended (the “Securities Act”), or any applicable U.S. state securities laws or under the Warrant Agreement or Organizational Documents, and the SPAC shall use commercially reasonable efforts to cause its transfer agent or registered office provider (as applicable) to record such transfer in the SPAC’s register of members and otherwise to cause such transfer to be recorded in its books and records in compliance with applicable Law, subject to Acquiror or its Affiliates reasonably cooperating with the reasonable requests of the Sponsor or the SPAC in connection therewith (such requests not to be unreasonably conditioned or delayed).
2.1.2. Acquiror shall pay the Purchase Price to the Sponsor by wire transfer of immediately available funds to the account or accounts specified on Schedule 2.1.2 hereto.
Transfer of Acquired Securities. At the Closing:
2.1.1. The Sponsor shall transfer, deliver, and assign the Sponsor Acquired Securities to the Acquiror, free and clear of all liens and encumbrances, other than those contained in the Letter Agreement, dated October 4, 2021, by and between the SPAC and the Sponsor (the “Insider Letter”), and restrictions imposed by the Securities Act of 1933, as amended (the “Securities Act”), or any applicable U.S. state securities laws and the SPAC shall cause its transfer agent to record such transfer in its books and records.
2.1.2. The Sponsor shall cause the Anchor Investors to, and the Anchor Investors shall, transfer, deliver, and assign the Anchor Investor Acquired Securities to the Acquiror, free and clear of all liens and encumbrances, other than those contained in the Investment Agreements dated October 4, 2021, by and among the SPAC, the Sponsor and each of the Anchor Investors (collectively, the “Investment Agreements”) and restrictions imposed by the Securities Act or any applicable U.S. state securities laws and the SPAC shall cause its transfer agent to record such transfer in its books and records.
2.1.3. The Acquiror shall pay the Sponsor and the Anchor Investors the Purchase Price.
Transfer of Acquired Securities. At the Closing:
2.1.1 The Sponsor shall sell. transfer, deliver, and assign the Acquired Securities to the Purchaser, free and clear of all Liens and encumbrances, other than those contained in the Letter Agreement dated April 22, 2025, by and among the SPAC, the Sponsor, and each of the officers and directors of the Company (the “Insider Letter”) and restrictions imposed by the Securities Act of 1933, as amended (the “Securities Act”), or any applicable U.S. state securities laws and the SPAC shall cause its transfer agent, warrant agent and registered office services provider in the Cayman Islands to record such transfer in its books and records, including the register of members maintained in accordance with the laws of the Cayman Islands.
2.1.2 The Purchaser shall pay the Sponsor the Purchase Price.