Common use of Commitment Fee; Commitment Shares Clause in Contracts

Commitment Fee; Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay the Commitment Fee to the Investor in accordance with this Section 10.1(ii). On or prior to the Closing Date, the Company shall have provided written notice to the Investor that the Company has elected to pay the entire Commitment Fee to the Investor either in cash or by the issuance of the Commitment Shares to the Investor pursuant to and in accordance with this Section 10.1(ii). If the Company shall have elected on the Closing Date to pay the entire Commitment Fee to the Investor in cash, the Company shall cause the entire Commitment Fee to be paid to the Investor in cash not later than the first (1st) Trading Day immediately after the Closing Date by wire transfer of immediately available funds to an account designated by the Investor on or prior to the Closing Date. If the Company shall have elected on the Closing Date to pay the entire Commitment Fee to the Investor by the issuance of the Commitment Shares, the Company shall deliver irrevocable instructions to its transfer agent to issue and deliver to the Investor, not later than 5:30 p.m. (New York City time) on the Trading Day on which the Initial Registration Statement is initially filed by the Company with the Commission, and in no event later than 5:30 p.m. (New York City time) on the Filing Deadline for the Initial Registration Statement as set forth in the Registration Rights Agreement, one or more certificate(s) or book-entry statement(s) representing the Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the date of issuance of such Commitment Shares). Such certificate or book-entry statement shall be delivered to the Investor by overnight courier at its address set forth in Section 10.4. Upon issuance, the Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 10.1, the certificate or book-entry statement representing the Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 10.1. The Commitment Shares shall constitute Registrable Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, in each case in accordance with this Agreement and the Registration Rights Agreement. For the avoidance of doubt, the entire Commitment Fee shall be fully earned by the Investor as of the date of this Agreement, regardless of whether the Commencement shall occur, or any VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. If the Company shall have elected on the Closing Date to pay the entire Commitment Fee to the Investor by the issuance of the Commitment Shares (whether such payment shall have been made solely by the issuance of Commitment Shares or in combination with a payment of cash as contemplated by the definition of “Commitment Shares” in Annex I hereto), and this Agreement is terminated by either party pursuant to Section 8.2 at any time prior to the Commencement, then the entire Commitment Fee shall immediately become payable to the Investor in cash and shall be paid to the Investor by wire transfer of immediately available funds to an account designated by the Investor to the Company, not later than one (1) Trading Day after the date written notice of termination has been given by the terminating party to the other party hereto, and no termination of this Agreement pursuant to Section 8.2 shall become effective unless and until the entire Commitment Fee has been paid in cash by the Company to the Investor pursuant to and in accordance with this Section 10.1(ii), and if the Company shall have issued to the Investor any Commitment Shares prior to such termination, then, not later than one (1) Trading Day after the Investor’s receipt of the entire Commitment Fee in cash, the Investor shall return to the Company for cancellation all such Commitment Shares the Investor previously received from the Company pursuant to this Agreement.

Commitment Fee; Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay the Commitment Fee to the Investor in accordance with this Section 10.1(ii). On or prior to the Closing Date, the Company shall have provided written notice to the Investor that the Company has elected to pay the entire Commitment Fee to the Investor either in cash or by the issuance of the Commitment Shares to the Investor pursuant to and in accordance with this Section 10.1(ii). If the Company shall have elected on the Closing Date to pay the entire Commitment Fee to the Investor in cash, the Company shall cause the entire Commitment Fee to be paid to the Investor in cash not later than the first (1st) Trading Day immediately after the Closing Date by wire transfer of immediately available funds to an account designated by the Investor on or prior to the Closing Date. If the Company shall have elected on the Closing Date to pay the entire Commitment Fee to the Investor by the issuance of the Commitment Shares, the Company shall deliver irrevocable instructions to its transfer agent to issue and deliver to the Investor, not later than 5:30 4:00 p.m. (New York City time) on the Trading Day on which the Initial Registration Statement is initially filed by the Company with the Commission, and in no event later than 5:30 4:00 p.m. (New York City time) on the Filing Deadline for the Initial Registration Statement as set forth in the Registration Rights Agreement, one or more certificate(s) or book-entry statement(s) representing the Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the date of issuance of such Commitment Shares). Such certificate or book-entry statement shall be delivered to the Investor by overnight courier at its address set forth in Section 10.4. Upon issuance, the Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 10.1, the certificate or book-entry statement representing the Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 10.1. The Commitment Shares shall constitute Registrable Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, in each case in accordance with this Agreement and the Registration Rights Agreement. For the avoidance of doubt, the entire Commitment Fee shall be fully earned by the Investor as of the date of this Agreement, regardless of whether the Commencement shall occur, or any VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. If the Company Commencement shall not have elected occurred on the Closing Date to pay the entire Commitment Fee to the Investor by the issuance of the Commitment Shares (whether such payment shall have been made solely by the issuance of Commitment Shares or in combination with a payment of cash as contemplated by the definition of “Commitment Shares” in Annex I hereto), and this Agreement is terminated by either party pursuant to Section 8.2 at any time prior to the CommencementFebruary 15, then 2024, the entire Commitment Fee shall immediately become payable to the Investor in cash and shall be paid to the Investor by wire transfer of immediately available funds to an account designated by the Investor to the Company, not later than one (1) Trading Day after the date written notice later of termination February 15, 2024 or, if the Company has been given elected to pay all of such Commitment Fee by the terminating party issuance of the Commitment Shares (whether such payment shall have been made solely by the issuance of Commitment Shares or in combination with a payment of cash as contemplated by the definition of “Commitment Shares” in Annex I hereto), on the first (1st) Trading Day immediately after the date that the Investor shall have returned for cancellation the Commitment Shares issued by the Company to the other party heretoInvestor hereunder, and no termination of this Agreement pursuant to Section 8.2 shall become effective unless and until the entire Commitment Fee has been paid in cash by the Company to the Investor pursuant to and in accordance with this Section 10.1(ii), and if the Company shall have issued to the Investor any Commitment Shares prior to such termination, then, not later than one (1) Trading Day after the Investor’s receipt of the entire Commitment Fee in cash, the Investor shall return to the Company for cancellation all such Commitment Shares the Investor previously received from the Company pursuant to this Agreement.

Commitment Fee; Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall pay the Commitment Fee to the Investor in accordance with this Section 10.1(ii). On or prior to after the Closing Date, the Company shall have provided written notice to the Investor that the Company has elected to pay the entire Commitment Fee to the Investor either in cash or by the issuance of the Commitment Shares to the Investor pursuant to and in accordance with this Section 10.1(ii). If the Company shall have elected on the Closing Date to pay the entire Commitment Fee to the Investor in cash, the Company shall cause the entire Commitment Fee to be paid to the Investor in cash not later than the first (1st) Trading Day immediately after the Closing Date by wire transfer of immediately available funds to an account designated by the Investor on or prior to the Closing Date. If the Company shall have elected on the Closing Date to pay the entire Commitment Fee to the Investor by the issuance of the Commitment Shares, the Company shall deliver irrevocable instructions to its transfer agent to issue and deliver to the Investor, not later than 5:30 4:00 p.m. (New York City time) on the Trading Day on which the Initial Registration Statement is initially filed by the Company with the Commission, and in no event later than 5:30 4:00 p.m. (New York City time) on the Filing Deadline for the Initial Registration Statement as set forth in the Registration Rights Agreement, one or more certificate(s) or book-entry statement(s) representing the Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the date of issuance of such Commitment Shares). Such certificate or book-entry statement shall be delivered to the Investor by overnight courier at its address set forth in Section 10.4. Upon issuance, the Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 10.1, the certificate or book-entry statement representing the Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 10.1. The Commitment Shares shall constitute Registrable Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, in each case in accordance with this Agreement and the Registration Rights Agreement. For the avoidance of doubt, the entire Commitment Fee shall be fully earned by the Investor as of the date of this Agreement, which Commitment Fee (i) shall be paid to the Investor in cash pursuant to and in accordance with this Section 10.1(ii) if this Agreement is terminated by any party hereto under Section 8.2 at any time prior to the Closing under this Agreement, provided the Business Combination Closing occurs pursuant to the Business Combination Agreement either before or after such termination, or (ii) shall be paid to the Investor as Commitment Shares, provided the Closing shall have occurred on the Closing Date, at such time and otherwise in accordance with this Section 10.1(ii) of this Agreement, in either case of clause (i) and (ii) regardless of whether the Commencement shall occur, or any VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. If Agreement (it being hereby further acknowledged and agreed that in the Company shall have elected on the Closing Date to pay the entire Commitment Fee to the Investor event of any purported termination of this Agreement by the issuance any of the Commitment Shares (whether such payment shall have been made solely by parties hereto under Section 8.2 after the issuance date of Commitment Shares or in combination with a payment of cash as contemplated by the definition of “Commitment Shares” in Annex I hereto), and this Agreement is terminated by either party pursuant to Section 8.2 at any time but prior to the CommencementClosing under this Agreement, then the entire Commitment Fee shall become immediately become due and payable by the Company to the Investor in cash and Investor, provided that the Business Combination Closing occurs pursuant to the Business Combination Agreement either before or after such termination, which Commitment Fee shall be paid to the Investor by wire transfer of immediately available funds to an account designated by the Investor to the Company, not later than one (1) Trading Day after the date written notice of termination Business Combination Closing has been given by the terminating party to the other party heretooccurred, and no such termination of this Agreement pursuant to Section 8.2 shall become effective unless and until the entire Commitment Fee has been paid in cash by the Company to the Investor pursuant to and in accordance with this Section 10.1(iiAgreement), and if upon the Company shall have issued issuance of the Commitment Shares to the Investor any Commitment Shares prior pursuant to such terminationand in accordance with this Agreement, then, not later than one (1) Trading Day after the Investor’s receipt obligation of the entire Company to pay the cash Commitment Fee in cash, to the Investor under this Agreement shall return to the Company for cancellation all such Commitment Shares the Investor previously received from the Company pursuant to this Agreementterminate.