Common use of Buyer Covenant Clause in Contracts

Buyer Covenant. The Buyer hereby agrees that, from the date of this Agreement, none of the Buyer, its controlled affiliates, or any person or entity acting on behalf of Buyer or any of its controlled affiliates or pursuant to any understanding with the Buyer or any of its controlled affiliates will engage in any Short Sales with respect to securities of SPAC prior to the Closing Date. For purposes of this Section 5.02, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoing, (i) nothing herein shall prohibit other entities under common management with the Buyer that have no knowledge of this Agreement or of the Buyer’s participation in the Transactions (including the Buyer’s controlled affiliates and/or affiliates) from entering into any Short Sales and (ii) in the case of the Buyer that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of the Buyer’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Xxxxx’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Holdings Shares covered by this Agreement.

Buyer Covenant. The Buyer hereby agrees that, from the date of this Agreement, none of the Buyer, its controlled affiliates, or any person or entity acting on behalf of Buyer or any of its controlled affiliates or pursuant to any understanding with the Buyer or any of its controlled affiliates will engage in any Short Sales with respect to securities of SPAC Arisz prior to the Closing Date. For purposes of this Section 5.02, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoing, (i) nothing herein shall prohibit other entities under common management with the Buyer that have no knowledge of this Agreement or of the Buyer’s participation in the Transactions Transaction (including the Buyer’s controlled affiliates and/or affiliates) from entering into any Short Sales and (ii) in the case of the Buyer that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of the Buyer’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Xxxxx’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Holdings Purchaser Ordinary Shares covered by this Agreement.

Buyer Covenant. The Buyer hereby agrees that, from the date of this Agreement, none of the Buyer, its controlled affiliates, or any person or entity acting on behalf of Buyer or any of its controlled affiliates or pursuant to any understanding with the Buyer or any of its controlled affiliates will engage in any Short Sales with respect to securities of SPAC Arisz prior to the Closing Date. For purposes of this Section 5.02, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoing, (i) nothing herein shall prohibit other entities under common management with the Buyer that have no knowledge of this Agreement or of the Buyer’s participation in the Transactions Transaction (including the Buyer’s controlled affiliates and/or affiliates) from entering into any Short Sales and (ii) in the case of the Buyer that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of the Buyer’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of such XxxxxBuyer’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Holdings Purchaser Ordinary Shares covered by this Agreement.