Common use of Transfer of Acquired Securities Clause in Contracts

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 Each of the Sponsor and Data Point Funds shall sell, transfer transfer, deliver, and assign all right, title and interest in and to its Acquired Securities to the Acquiror, free and clear of all Liensliens and encumbrances, other than those contained in Section 7 5 of the Letter Agreement, dated November 308, 2021, by and among the SPAC, the Sponsor Sponsor, the Data Point Funds 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 Each of the Sponsor and Prior Sponsor Data Point Funds will each give Acquiror a POA to (i) 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 SecuritiesSecurities and/or the Retained Shares, 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 agreement) relating to the Acquired Securities. The Sponsor shall also give Acquiror a POA Securities 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. Acquiror shall pay the Purchase Price to the SponsorSponsor and Data Point Funds.