Common use of Cashless Exercise at Company’s Option Clause in Contracts

Cashless Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that, as a result, the Common Stock does not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute), the Company will (i) permit holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection 7.4.1, provided that exemption from registration is available, and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the shares of Common Stock issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that, as a result, the Common Stock does not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute), the Company will may, at its option, (i) permit require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection 7.4.1, provided that exemption from registration is available, 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the shares of Common Stock issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Common Stock is Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that, as a result, the Common Stock Ordinary Shares does not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute), the Company will (i) permit holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection 7.4.1, provided that exemption from registration is available, and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the shares of Common Stock Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that, as a result, the Common Stock does not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statuterule), the Company will (i) permit may, at its option, require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statuterule) as described in subsection 7.4.1, provided that exemption from registration is available, 7.4.1 and (iii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrarycontrary or (ii) if the Company does not so elect, and (y) the Company agrees to use its commercially reasonable best efforts to register or qualify for sale the shares of Common Stock issuable upon exercise of the Public Warrant Warrants under applicable the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that, as a result, the Common Stock does not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute), the Company will may, at its option, (i) permit require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statuterule) as described in subsection 7.4.1, provided that exemption from registration is available, 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable best efforts to register or qualify for sale the shares of Common Stock issuable upon exercise of the Public Warrant under applicable the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Common Stock shares of Class A common stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that, as a result, the Common Stock does not satisfy that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statuterule), the Company will may, at its option, (i) permit require holders of Public Redeemable Warrants who exercise Public Redeemable Warrants to exercise such Public Redeemable Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statuterule) as described in subsection 7.4.1, provided that exemption from registration is available, 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable best efforts to register or qualify for sale the shares of Common Stock Class A common stock issuable upon exercise of the Public Redeemable Warrant under applicable the blue sky laws of the state of residence of the exercising Redeemable Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that, as a result, the Common Stock does not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute), the Company will may, at its option, (i) permit require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statuterule) as described in subsection 7.4.1, provided that exemption from registration is available, 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the WarrantsWarrants or to keep a current prospectus relating thereto available, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the shares of Common Stock issuable upon exercise of the Public Warrant under applicable the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that, as a result, the Common Stock does not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute), the Company will may, at its option, (i) permit require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statuterule) as described in subsection 7.4.1, provided that exemption from registration is available, 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable best efforts to register or qualify for sale the shares of Common Stock issuable upon exercise of the Public Warrant under applicable the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the shares of Common Stock is are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that, as a result, the Common Stock does not satisfy that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statuterule), the Company will may, at its option, (i) permit require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statuterule) or such other applicable exemption as described in subsection 7.4.1, provided that exemption from registration is available, 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement or the Subscription Agreements to the contrary, and (y) use its commercially reasonable best efforts to register or qualify for sale the shares of Common Stock issuable upon exercise of the Public Warrant Warrants under applicable the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that, as a result, the Common Stock does not satisfy that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute), the Company will may, at its option, (i) permit require holders of Public Publicly Traded Warrants who exercise Public Publicly Traded Warrants to exercise such Public Publicly Traded Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection 7.4.1, provided that exemption from registration is available, 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the shares of Common Stock issuable upon exercise of the Public Publicly Traded Warrant under applicable blue sky laws to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Public Note Warrant not listed on a national securities exchange such that, as a result, that the Common Stock does not satisfy satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute)Act, the Company will may, at its option, (i) permit require holders of Public Note Warrants who exercise Public Note Warrants to exercise such Public Note Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection 7.4.1, provided that exemption from registration is available, 7.4.1 and (ii) in the event the Company so elects, and subject to the registration rights granted to the Subscriber pursuant to Section 5 of the Convertible Note Subscription Agreement, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Note Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the shares of Common Stock issuable upon exercise of the Public Warrant Note Warrants under applicable blue sky laws to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that, as a result, the Common Stock does not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute), the Company will may, at its option, (i) permit require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statuterule) as described in subsection 7.4.1, provided that exemption from registration is available, 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants, or keep a current prospectus relating thereto available, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the shares of Common Stock issuable upon exercise of the Public Warrant under applicable the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Common Stock is Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that, as a result, the Common Stock does not that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute)Act, the Company will (i) permit may, at its option, require holders of Public Warrants (to the extent such Warrants are not then held by the IIAC Sponsor or its Permitted Transferees) who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection 7.4.1, provided that exemption from registration is available, 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the shares of Common Stock Ordinary Shares issuable upon exercise of the Public such Warrant under applicable blue sky laws to the extent an exemption is not available.

Cashless Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Public Closing Warrant not listed on a national securities exchange such that, as a result, the Common Stock does not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute), the Company will may, at its option, (i) permit require holders of Public Closing Warrants who exercise Public Closing Warrants to exercise such Public Closing Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection 7.4.1, provided that exemption from registration is available, 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Closing Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the shares of Common Stock issuable upon exercise of the Public Closing Warrant under applicable blue sky laws to the extent an exemption is not available.