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 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 contained in Section 5 of the Letter Agreement, dated June December 16, 20212020, 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 and Class B Share held by it 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.