Common use of Initial Merger Clause in Contracts

Initial Merger. On the date which is three Business Days after the first date on which all conditions set forth in Article IX that are required hereunder to be satisfied on or prior to the Initial Closing shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Initial Closing, but subject to the satisfaction or waiver thereof), or at such other time or in such other manner as shall be agreed upon by SPAC and the Company in writing, the closing of the Transactions contemplated by this Agreement with respect to the Initial Merger (the “Initial Closing”) shall take place remotely by conference call and exchange of documents and signatures in accordance with Section 11.9. At the Initial Closing, SPAC, PubCo and Merger Sub 1 shall cause SPAC to be merged with and into Merger Sub 1, with Merger Sub 1 being the surviving company in the Initial Merger (the day on which the Initial Closing occurs, the “Initial Closing Date”). On the Initial Closing Date, SPAC and Merger Sub 1 shall execute and cause to be filed with the Registrar of Companies of the Cayman Islands, the Plan of Initial Merger (substantially in the form attached hereto as Exhibit I) and such other documents as may be required in accordance with the applicable provisions of the Cayman Act or by any other applicable Law to make the Initial Merger effective (collectively, the “Initial Merger Filing Documents”). The Initial Merger shall become effective at the time when the Plan of Initial Merger has been accepted for filing by the Registrar of Companies of the Cayman Islands or at such later time as may be agreed by Merger Sub 1 and SPAC in writing with the prior written consent of the Company and specified in the Plan of Initial Merger (the “Initial Merger Effective Time”). Promptly following the Initial Merger Effective Time PubCo shall deliver notices to the parties to the Private Placement and the Sponsor Subscription Agreement to cause the release of funds from escrow to PubCo immediately prior to Acquisition Closing and to cause the Investors that are mutual funds (the “Mutual Fund Investors”) to complete the consummation of their respective PIPE Investments immediately prior to Acquisition Closing.

Initial Merger. On Subject to Section 2.2(b), on the date which is three five (5) Business Days after the first date on which all conditions set forth in Article IX that are required hereunder to be satisfied on or prior to the Initial Closing Section 10.1, Section 10.2 and Section 10.3 shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Initial Closing, but subject to the satisfaction or waiver thereof), or at such other time or in such other manner as shall be agreed upon by SPAC Acquiror and the Company in writing, the closing of the Transactions contemplated by this Agreement with respect to the Initial Merger (the “Initial Closing”) shall take place remotely by conference call and exchange of documents and signatures in accordance with Section 11.912.9. At the Initial Closing, SPAC, PubCo and Merger Sub 1 Acquiror shall cause SPAC to be merged merge with and into Merger Sub 1, with Merger Sub 1 being the surviving company in the Initial Merger (the day on which the Initial Closing occurs, the “Initial Closing Date”). On the Initial Closing Date, SPAC PubCo, Acquiror and Merger Sub 1 shall execute and cause to be filed with the Registrar of Companies of the Cayman IslandsRegistrar, the Plan of Initial Merger (substantially in the form attached hereto as Exhibit I) and such other documents as may be required in accordance with the applicable provisions of the Cayman Companies Act or by any other applicable Law to make the Initial Merger effective (collectively, the “Initial Merger Filing Documents”)effective. The Initial Merger shall become effective at the time when the Plan of Initial Merger has been accepted for filing is registered by the Cayman Registrar of Companies of the Cayman Islands or at such later time permitted by the Cayman Companies Act as may be agreed by Merger Xxxxxx Sub 1 and SPAC Acquiror in writing with the prior written consent of the Company and specified in the Plan of Initial Merger, provided that such later time shall not be a date later than the ninetieth (90th) day after the date when the Plan of Initial Merger is filed and registered with the Cayman Registrar (the “Initial Merger Effective Time”). Promptly following the Initial Merger Effective Time PubCo shall deliver notices to the parties to the Private Placement and the Sponsor Subscription Agreement to cause the release of funds from escrow to PubCo immediately prior to Acquisition Closing and to cause the Investors that are mutual funds (the “Mutual Fund Investors”) to complete the consummation of their respective PIPE Investments immediately prior to Acquisition Closing.

Initial Merger. On the date which is three Business Days after the first date on which all conditions set forth in Article IX that are required hereunder to be satisfied on or (a) At least one month prior to the Initial Closing Approval Date, Kcompany and PubCo shall have been satisfied cause draft terms of merger, in substantially the form attached hereto as Exhibit C (with such modifications, amendments or waived (other than those conditions that supplements thereto as may be requested by their terms are the Expert, the Luxembourg notary and/or local authorities or required to be satisfied at comply with the Initial Closing, but subject to Cayman Act or the satisfaction or waiver thereofLuxembourg Company Law), or at such along with all other time or documentation and declarations required under the Luxembourg Company Law in such other manner as shall be agreed upon by SPAC and the Company in writing, the closing of the Transactions contemplated by this Agreement connection with respect to the Initial Merger (and not waived by their shareholders, to be duly executed and properly filed with the “Initial Closing”) shall take place remotely RCS and published in the RESA to the extent required by conference call the Luxembourg Company Law as well as made available at the registered offices of PubCo and exchange of documents and signatures Kcompany, in accordance with Section 11.9the relevant provisions of the Luxembourg Company Law (together, the “Luxembourg Merger Documents”). At the The Initial Closing, SPAC, Merger will be approved by PubCo and Merger Sub 1 shall cause SPAC to be merged with and into Merger Sub 1, with Merger Sub 1 being the surviving company in through the Initial Merger Shareholder Resolution on the Approval Date but it shall become effective between Kcompany and PubCo (and against third parties) on the day on which date of the Initial Closing occurspublication in the RESA and subject to (i) the execution of a plan of merger in substantially the form attached hereto as Exhibit D by each of PubCo and Kcompany (with such modifications, amendments or supplements thereto as may be required to comply with the Cayman Act and the Luxembourg Company Law or otherwise agreed between PubCo and Kcompany, the “Initial Closing DateCayman Plan of Merger”). On ) and the Initial Closing Date, SPAC registration of such Cayman Plan of Merger and Merger Sub 1 shall execute and cause to be filed the filing of the other documents required under the Cayman Act with the Registrar of Companies of the Cayman Islands, the Plan of Initial Merger (substantially in the form attached hereto as Exhibit I) and such other documents as may be required Islands in accordance with the applicable provisions of the Cayman Act or by any (such other applicable Law to make documents, together with the Initial Cayman Plan of Merger effective (collectivelyand the Luxembourg Merger Documents, the “Initial Merger Filing Documents”). The ) on such date (the time the Initial Merger shall become becomes effective at the time when the Plan of Initial Merger has been accepted for filing by the Registrar of Companies of the Cayman Islands or at such later time being referred to herein as may be agreed by Merger Sub 1 and SPAC in writing with the prior written consent of the Company and specified in the Plan of Initial Merger (the “Initial Merger Effective Time”). (b) In accordance with the Cayman Act and the Luxembourg Company Law, on the Approval Date, the sole shareholder of PubCo shall pass a shareholder resolution in front of a Luxembourg notary (the “Initial Merger Shareholder Resolution”) to approve, inter alia, the Initial Merger, the Luxembourg Merger Documents and the resulting increase in the capital of PubCo and, at the Initial Merger Effective Time, the Kcompany shall merge with and into PubCo. Promptly following Following the Initial Merger Effective Time, the separate existence of Kcompany shall cease and PubCo shall continue as the surviving entity of the Initial Merger (the “Initial Surviving Company”) and shall succeed to and assume all the rights and obligations of Kcompany in accordance with the Luxembourg Company Law. (c) The Initial Merger shall have the effects as provided in this Agreement, in the Initial Merger Documents and in the applicable provisions of the Cayman Act and the Luxembourg Company Law. Without limiting the generality of the foregoing, and subject thereto, at the Initial Merger Effective Time, all of the assets, properties, rights, privileges, immunities, powers and franchises of Kcompany shall vest in the Initial Surviving Company and all debts, liabilities and duties of Kcompany shall become the debts, liabilities and duties of the Initial Surviving Company. (d) At the Initial Merger Effective Time, the Organizational Documents of PubCo as amended pursuant to the Initial Merger Documents shall be the Organizational Documents of the Initial Surviving Company, in each case, until thereafter changed or amended as provided therein or by applicable Law. (e) Immediately prior to the Initial Merger Effective Time, (i) each Kcompany Class B Ordinary Share issued and outstanding immediately prior to the Initial Merger Effective Time PubCo shall deliver notices to automatically be converted into and exchanged for one fully paid and nonassessable Kcompany Class A Ordinary Share (the parties to the Private Placement “Class B Conversion”) and the Sponsor Subscription Agreement to cause the release of funds from escrow to PubCo (ii) each Kcompany Unit outstanding immediately prior to Acquisition Closing the Initial Merger Effective Time shall be automatically detached and the holder thereof shall be deemed to cause hold one Kcompany Class A Ordinary Share and three quarters of a Kcompany Public Warrant in accordance with the Investors that are mutual funds terms of the applicable Kcompany Unit, which underlying Kcompany Securities shall be adjusted in accordance with the applicable terms of Section 2.02(f) (the “Mutual Fund InvestorsUnit Detachment”). (f) to complete At the consummation Initial Merger Effective Time, immediately following the Class B Conversion and the Unit Detachment, by virtue of their respective PIPE Investments immediately prior to Acquisition Closing.and as part of the Initial Merger Consideration for the Initial Merger and without any action on the part of any party hereto or the holders of securities of Kcompany or PubCo:

Initial Merger. On Subject to Section 2.2(b), on the date which is three (3) Business Days after the first date on which all conditions set forth in Article IX that are required hereunder to be satisfied on or prior to the Initial Closing shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Initial Closing, but subject to the satisfaction or waiver thereof), or at such other time or in such other manner as shall be agreed upon by SPAC and the Company in writing, the closing of the Transactions contemplated by this Agreement with respect to the Initial Merger (the “Initial Closing”) shall take place remotely by conference call and exchange of documents and signatures in accordance with Section 11.9. At the Initial Closing, SPAC, PubCo and Merger Sub 1 SPAC shall cause SPAC to be merged merge with and into Merger Sub 1, with Merger Sub 1 being the surviving company in the Initial Merger (the day on which the Initial Closing occurs, the “Initial Closing Date”). On the Initial Closing Date, PubCo, SPAC and Merger Sub 1 shall execute and cause to be filed with the Registrar of Companies of the Cayman Islands, the Plan of Initial Merger (substantially in the form attached hereto as Exhibit IF) and such other documents as may be required in accordance with the applicable provisions of the Cayman Act or by any other applicable Law to make the Initial Merger effective (collectively, the “Initial Merger Filing Documents”). The Initial Merger shall become effective at the time when the Plan of Initial Merger has been accepted for filing is registered by the Registrar of Companies of the Cayman Islands or at such later time permitted by the Cayman Act as may be agreed by Merger Sub 1 and SPAC in writing with the prior written consent of the Company and specified in the Plan of Initial Merger (the “Initial Merger Effective Time”). Promptly following the Initial Merger Effective Time PubCo shall deliver notices to the parties to the Private Placement and the Sponsor Subscription Agreement to cause the release of funds from escrow to PubCo immediately prior to Acquisition Closing and to cause the Investors that are mutual funds (the “Mutual Fund Investors”) to complete the consummation of their respective PIPE Investments immediately prior to Acquisition Closing.