Common use of Issuance of Class A Ordinary Shares Clause in Contracts

Issuance of Class A Ordinary Shares. As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) the number of full Class A Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Memorandum and Articles of Association the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Memorandum and Articles of Association, which would include the rounding down of any entitlement to receive Class A Ordinary Shares to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive.

Issuance of Class A Ordinary Shares. As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) the number of full Class A Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Memorandum and Articles of Association the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Memorandum and Articles of AssociationArticles, which would include the rounding down of any entitlement to receive Class A Ordinary Shares to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive.

Issuance of Class A Ordinary Shares. As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Right Agent. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) the number of full Class A Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Memorandum and Articles of Association the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Memorandum and Articles of AssociationArticles, which would include the rounding down of any entitlement to receive Class A Ordinary Shares to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive.

Issuance of Class A Ordinary Shares. As soon as practicable upon (a) In consideration of the occurrence of an Exchange Eventagreement set forth in Section 1 hereof, substantially concurrent with, and immediately after, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt closing of a valid Rights Certificate, Business Combination (“Closing”) (i) the Company shall issue to the registered holder of such Right(s) the Holder a number of full Class A Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement equal to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange number of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Memorandum and Articles of Association the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Memorandum and Articles of Association, which would include the rounding down of any entitlement to receive Class A Ordinary Shares set forth on Exhibit A (the “Share Issuance”). The Class A Ordinary Shares shall be issued directly to the nearest whole share Holder in book-entry form on the books and records of the Company’s transfer agent electronically via the Direct Registration System of the Depository Trust Company or in such other manner as the Insider, the Company and the Holder shall agree upon Closing. (and in effect extinguishing any fractional entitlementb) In connection with the Share Issuance pursuant to Section 2(a), or the holder being Holder shall be entitled to hold any remaining fractional entitlement the registration rights set forth in that certain Registration and Shareholder Rights Agreement, dated as of January 4, 2022 (without any share being issuedthe “Registration Rights Agreement”), among Cartica Acquisition Partners, LLC, a Delaware limited liability company (the “Insider”), the Company and the other parties thereto, in respect of all Class A Ordinary Shares issued in the Share Issuance held by Xxxxxx, and the Company, the Insider and the Holder shall execute a joinder thereto whereby the Holder shall become a “Holder” (as defined therein) and to aggregate the same with any future fractional entitlement to receive shares Class A Ordinary Shares acquired in the Share Issuance shall be “Registrable Securities” (as defined therein). (c) The Holder shall not be required to forfeit, transfer or refrain from transferring any Class A Ordinary Shares received by it pursuant to Section 2. The Company until acknowledges and agrees that any Class A Ordinary Shares received by the holder is entitled Holder in the Share Issuance shall not be changed as a result of or subject to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment earn-outs, forfeitures, transfers, restrictions, amendments or other compensation being made arrangements agreed to by the holder Company. (d) If at any time the number of outstanding Class A Ordinary Shares of the relevant RightsCompany is increased or decreased by a consolidation, such that value received on exchange combination, split or reclassification of the Rights may be considered less Class A Ordinary Shares or other similar event (other than the value that conversion of Class B Ordinary Shares to shares of Class A Ordinary Shares in accordance with the holder would otherwise expect amended and restated memorandum and articles of association of the Company), then, as of the effective date of such consolidation, combination, split, reclassification or similar event, all share numbers referenced in this Agreement shall be adjusted in proportion to receivesuch increase or decrease in outstanding Class A Ordinary Shares of the Company.

Issuance of Class A Ordinary Shares. As soon as practicable upon (a) In consideration of the occurrence of an Exchange Eventagreement set forth in Section 1 hereof, substantially concurrent with, and immediately after, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt closing of a valid Rights Certificate, Business Combination (the “Closing”), (i) the Company shall issue to the registered holder Holder a number of such Right(s) Class A Ordinary Shares equal to the number of full Class A Ordinary Shares set forth on Exhibit A (the “Share Issuance”). The Class A Ordinary Shares issued in the Share Issuance shall be issued directly to the Holder in book-entry form on the books and records of the Company’s transfer agent electronically via the Direct Registration System of the Depository Trust Company or in such other manner as the Company and the Holder shall agree upon Closing. (b) In connection with the Share Issuance pursuant to Section 2(a), the Holder shall be entitled to the registration rights set forth in that certain Registration and Shareholder Rights Agreement, dated as of January 4, 2022 (the “Registration Rights Agreement”), among Cartica Acquisition Partners, LLC, a Delaware limited liability company (the “Insider”), the Company and the other parties thereto, in respect of all Class A Ordinary Shares issued in the Share Issuance held by Hxxxxx, and the Company and the Holder shall execute a joinder thereto in the form of Exhibit B hereto, whereby the Holder shall become a “Holder” (as defined therein) and the Class A Ordinary Shares acquired in the Share Issuance shall be “Registrable Securities” (as defined therein). (c) The Holder shall not be required to forfeit, surrender, have clawed-back, dispose of, transfer or refrain from transferring, exchange or otherwise be subject to earn-outs for any reason, any Class A Ordinary Shares received by it pursuant to Section 2. The Company acknowledges and agrees that any Class A Ordinary Shares received by the Holder in the Share Issuance shall not be changed nor shall the number of such shares be reduced as a result of or subject to any earn-outs, forfeitures, transfers, restrictions, amendments or other arrangements agreed to by the Company. (d) If at any time the number of outstanding Class A Ordinary Shares of the Company is increased or decreased by a consolidation, combination, split or reclassification of the Class A Ordinary Shares or other similar event (other than the conversion of Class B Ordinary Shares to shares of Class A Ordinary Shares in accordance with the amended and restated memorandum and articles of association of the Company), then, as of the effective date of such consolidation, combination, split, reclassification or similar event, all share numbers referenced in this Agreement shall be adjusted in proportion to such increase or decrease in outstanding Class A Ordinary Shares of the Company. If prior to the Share Issuance to the Holder there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Company in which the Class A Ordinary Shares are converted into or exchanged for securities, cash or other property, then, following any such reorganization, recapitalization, reclassification, consolidation or merger, in lieu of Class A Ordinary Shares, the Company shall issue, pay or provide, as applicable, with respect to each Class A Ordinary Shares to which he, she or it is entitled, registered be issued in such name or names as may be directed by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange EventShare Issuance hereunder, the Company will instruct kind and amount of securities, cash or other property into which the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Memorandum and Articles of Association the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Memorandum and Articles of Association, which would include the rounding down of any entitlement to receive Class A Ordinary Shares to the nearest whole share (and in effect extinguishing any fractional entitlement), converted or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receiveexchanged.