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

Cashless Exercise at Company’s Option. If the Class A Common Stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute), the Company may, at its option, (i) 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 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 Class A Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) use its best efforts to register or qualify the Class A Common Stock issuable upon exercise of the Public Warrant under the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available. Upon receipt of a notice of Cashless Exercise (as defined in the Warrant Certificate), the Company will promptly calculate and transmit to the Warrant Agent the number of shares of Class A Common Stock issuable in connection with such Cashless Exercise and deliver a copy of the notice of exercise to the Warrant Agent, which shall issue such number of shares of Class A Common Stock in connection with such Cashless Exercise.

Cashless Exercise at Company’s Option. If the Class A Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies does not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statuterule), the Company may, at its option, (i) 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 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 Class A Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary contrary, and (y) use its best commercially reasonable efforts to register or qualify for sale the Class A Common Stock issuable upon exercise of the Public Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available. Upon receipt of a notice of Cashless Exercise (as defined in the Warrant Certificate), exercise for a cashless exercise the Company will promptly calculate and transmit to the Warrant Agent the number of shares of Class A Common Stock issuable in connection with such Cashless Exercise cashless exercise and deliver a copy of the notice of exercise to the Warrant Agent, which shall issue such number of shares of Class A Common Stock in connection with such Cashless Exercisecashless exercise.

Cashless Exercise at Company’s Option. If the Class A Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies does not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statutethereto), the Company may, at its option, (i) 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 statutethereto) as described in subsection 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 Class A Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary contrary, and (y) use its best commercially reasonable efforts to register or qualify for sale the Class A Common Stock issuable upon exercise of the Public Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available. Upon receipt of a notice of Cashless Exercise (as defined in the Warrant Certificate), exercise for a cashless exercise the Company will promptly calculate and transmit to the Warrant Agent the number of shares of Class A Common Stock issuable in connection with such Cashless Exercise cashless exercise and deliver a copy of the notice of exercise to the Warrant Agent, which shall issue such number of shares of Class A Common Stock in connection with such Cashless Exercisecashless exercise.

Cashless Exercise at Company’s Option. If the Class A Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute), the Company may, at its option, (i) 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 hereof 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 Class A shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary contrary, and (y) use its best efforts to register or qualify the Class A shares of Common Stock issuable upon exercise of the Public Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available. Upon receipt of a notice of Cashless Exercise “cashless exercise” (as defined in the Warrant Certificate), the Company will promptly calculate and transmit to the Warrant Agent the number of shares of Class A Common Stock issuable in connection with such Cashless Exercise “cashless exercise” and deliver a copy of the notice of exercise to the Warrant Agent, which shall issue such number of shares of Class A Common Stock in connection with such Cashless Exercise“cashless exercise.”

Cashless Exercise at Company’s Option. If the Class A Common Stock is Ordinary Shares are at the time of any exercise of a Public Warrant or New PIPE Warrant not listed on a national securities exchange such that it satisfies they do not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statuterule), the Company may, at its option, (i) require holders of Public Warrants and New PIPE Warrants who exercise Public Warrants or New PIPE 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 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 Class A Common Stock Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary contrary, and (y) use its best commercially reasonable efforts to register or qualify for sale the Class A Common Stock Ordinary Shares issuable upon exercise of the Public Warrant or New PIPE Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available. Upon receipt of a notice of Cashless Exercise (as defined in the Warrant Certificate), exercise for a cashless exercise the Company will promptly calculate and transmit to the Warrant Agent the number of shares of Class A Common Stock Ordinary Shares issuable in connection with such Cashless Exercise cashless exercise and deliver a copy of the notice of exercise to the Warrant Agent, which shall issue such number of shares of Class A Common Stock Ordinary Shares in connection with such Cashless Exercisecashless exercise.

Cashless Exercise at Company’s Option. If the Class A Common Stock is Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute), the Company may, at its option, (i) require holders of Public Warrants or Convertible Warrants who exercise Public Warrants or Convertible 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 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 Class A Common Stock Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) contrary. If the Company does not elect at the time of exercise to require a holder of Public Warrants or Convertible Warrants who exercises Public Warrants or Convertible Warrants to exercise such Warrants on a “cashless basis,” it agrees to use its best efforts to register or qualify for sale the Class A Common Stock Ordinary Shares issuable upon exercise of the Public Warrant or Convertible Warrants under the blue sky laws of the state of residence of the exercising Public Warrant or Convertible Warrants holder to the extent an exemption is not available. Upon receipt of a notice of Cashless Exercise (as defined in the Warrant Certificate), the Company will promptly calculate and transmit to the Warrant Agent the number of shares of Class A Common Stock issuable in connection with such Cashless Exercise and deliver a copy of the notice of exercise to the Warrant Agent, which shall issue such number of shares of Class A Common Stock in connection with such Cashless Exercise.

Cashless Exercise at Company’s Option. If the Class A Common Stock is Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies they do not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statuterule), the Company may, at its option, (i) 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 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 Class A Common Stock Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary contrary, and (y) use its best commercially reasonable efforts to register or qualify for sale the Class A Common Stock Ordinary Shares issuable upon exercise of the Public Warrant under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available. Upon receipt of a notice of Cashless Exercise (as defined in the Warrant Certificate), exercise for a cashless exercise the Company will promptly calculate and transmit to the Warrant Agent the number of shares of Class A Common Stock Ordinary Shares issuable in connection with such Cashless Exercise cashless exercise and deliver a copy of the notice of exercise to the Warrant Agent, which shall issue such number of shares of Class A Common Stock Ordinary Shares in connection with such Cashless Exercisecashless exercise.