Common use of Lock-up; Transfer Restrictions Clause in Contracts

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer any Forward Purchase Units (or the underlying Class A Shares and Warrants, including the Class A Shares issued or issuable upon the exercise of any such warrants) until the later of the conclusion of the lock up period required by FINRA Rule 5110(g)(1) or 30 days after the completion of the initial Business Combination, except that Transfers of the Forward Purchase Securities are permitted within the 180-day period following the effective date of the Registration Statement in compliance with FINRA Rule 5110(g)(2) and thereafter to Permitted Transferees (any such transferees, the “Permitted Transferees”): (A) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Purchaser, or any affiliates of the Purchaser; (B) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of individual’s immediate family or an affiliate of such person, or to a charitable organization; (C) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (D) in the case of an individual, pursuant to a qualified domestic relations order; (E) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities were originally purchased; (F) in the event of the Company’s liquidation prior to the completion of a Business Combination; (G) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Class A Shares for cash, securities or other property subsequent to the completion of a Business Combination; (H) as a distribution to limited partners, members or stockholders of the Purchaser; (I) to the Purchaser’s affiliates, to any investment fund or other entity controlled or managed by the Purchaser or any of its affiliates, or to any investment manager or investment advisor of the Purchaser or an affiliate of any such investment manager or investment advisor; (J) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (I) above; (K) to the Purchaser or any Transferee hereunder; (L) by virtue of the laws of the Purchaser’s jurisdiction of formation or its organizational documents upon dissolution of the Purchaser; and (M) pursuant to an order of a court or regulatory agency; provided, however, that in the case of clauses (A) through (E) and (H) through (L), these Permitted Transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. “Transfer” shall mean the (x) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Forward Purchase Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Forward Purchase Securities, whether any such transaction is to be settled by delivery of such Forward Purchase Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y).

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer any Forward Purchase Units (or the underlying Class A Forward Purchase Shares and Forward Purchase Warrants, including the Class Series A Shares issued or issuable upon the exercise of any such Forward Purchase Warrants) until 30 days after the completion of the initial Partnering Transaction. Notwithstanding the foregoing, Transfers of the Forward Purchase Units (and the underlying Series B Shares and Forward Purchase Warrants, including the Series A Shares issued or issuable upon the exercise of any such warrants) until the later of the conclusion of the lock up period required by FINRA Rule 5110(g)(1) or 30 days after the completion of the initial Business Combination, except that Transfers of the Forward Purchase Securities are permitted within the 180-day period following the effective date of the Registration Statement in compliance with FINRA Rule 5110(g)(2) and thereafter to Permitted Transferees (any such transferees, the “Permitted Transferees”): (A) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Purchaser, or any affiliates of the Purchaser; (B) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of individual’s immediate family or an affiliate of such person, or to a charitable organization; (C) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (D) in the case of an individual, pursuant to a qualified domestic relations order; (E) by private sales or transfers made in connection with the consummation of a Business Combination Partnering Transaction at prices no greater than the price at which the securities were originally purchased; (F) in the event of the Company’s liquidation prior to the completion of a Business CombinationPartnering Transaction; (G) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Class Series A Shares for cash, securities or other property subsequent to the completion of a Business CombinationPartnering Transaction; (H) as a distribution to limited partners, members or stockholders of the Purchaser; (I) to the Purchaser’s affiliates, to any investment fund or other entity controlled or managed by the Purchaser or any of its affiliates, or to any investment manager or investment advisor of the Purchaser or an affiliate of any such investment manager or investment advisor; (J) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (I) above; (K) to the Purchaser or any Transferee hereunder; (L) by virtue of the laws of the Purchaser’s jurisdiction of formation or its organizational documents upon dissolution of the Purchaser; and (M) pursuant to an order of a court or regulatory agency; provided, however, that in the case of clauses (A) through (E) and (H) through (L), these Permitted Transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. “Transfer” shall mean the (x) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange ActAct of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Forward Purchase Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Forward Purchase Securities, whether any such transaction is to be settled by delivery of such Forward Purchase Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y).

Lock-up; Transfer Restrictions. The Purchaser (a) Without limiting their obligations in clauses (b) or (c) below, during the period commencing on the date hereof and ending on the earlier of (i) the valid termination of the Merger Agreement in accordance with its terms or (ii) the Effective Time, each of the undersigned shall not, without the prior written consent of the SPAC and the Company, Transfer any SPAC Ordinary Shares or SPAC Private Warrants owned by it, him or her. (b) Each of the undersigned agrees that it it, he or she shall not Transfer any Forward Purchase Units (or the underlying Class A Shares and Warrants, including the Class A cause to be transferred their Closing Shares issued or issuable upon in connection with the exercise of any such warrantsMerger until one year following the Effective Time. (c) until Notwithstanding the later of the conclusion of the lock up period required by FINRA Rule 5110(g)(1provisions set forth in paragraphs 6(a) or 30 days after the completion of the initial Business Combination6(b), except that Transfers of the Forward Purchase Securities SPAC Ordinary Shares, SPAC Private Warrants and Closing Shares, as applicable, are permitted within the 180-day period following the effective date of the Registration Statement in compliance with FINRA Rule 5110(g)(2) and thereafter to Permitted Transferees (any such transferees, the “Permitted Transferees”): (Ai) to the CompanySPAC’s officers or directors, any affiliates affiliate or family members member of any of the CompanySPAC’s officers or directors, directors or any members of the Purchaser, Sponsor or any affiliates of the PurchaserSponsor; (Bii) in the case of an individual, by gift to a member of the such individual’s immediate family, family or to a trust, the beneficiary of which is a member of such individual’s immediate family or family, an affiliate of such person, individual or to a charitable organization; (Ciii) in the case of an individual, by virtue of laws of descent and distribution upon death of the such individual; (Div) in the case of an individual, pursuant to a qualified domestic relations order; (Ev) by private sales virtue of the laws of the State of Delaware or transfers made in connection with the consummation Sponsor’s limited liability company agreement upon dissolution of a Business Combination at prices no greater than the price at which the securities were originally purchasedSponsor; or (Fvi) in the event of the Company’s liquidation prior to the completion of a Business Combination; (G) in the event of the CompanySPAC’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the CompanySPAC’s stockholders shareholders having the right to exchange their Class A shares of SPAC Ordinary Shares or Closing Shares (as applicable) for cash, securities or other property subsequent to the SPAC’s completion of a Business Combination; (H) as a distribution to limited partners, members or stockholders of the Purchaser; (I) to the Purchaser’s affiliates, to any investment fund or other entity controlled or managed by the Purchaser or any of its affiliates, or to any investment manager or investment advisor of the Purchaser or an affiliate of any such investment manager or investment advisor; (J) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (I) above; (K) to the Purchaser or any Transferee hereunder; (L) by virtue of the laws of the Purchaser’s jurisdiction of formation or its organizational documents upon dissolution of the Purchaser; and (M) pursuant to an order of a court or regulatory agencyTransactions; provided, however, that in the case of clauses (Ai) through (E) and (H) through (Lvi), these Permitted Transferees permitted transferees must enter into a written agreement agreeing to be bound by these the transfer restrictions. “Transfer” shall mean the (x) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Exchange Act, restrictions herein and the rules other restrictions contained in this Amended and regulations of Restated Letter Agreement (including provisions relating to voting, the SEC promulgated thereunder) with respect to, any of the Forward Purchase Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Forward Purchase Securities, whether any such transaction is to be settled by delivery of such Forward Purchase Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (yTrust Account and liquidating distributions).

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer any Forward Purchase Units (or the underlying Class A Shares and Warrants, including the Class A Shares issued or issuable upon the exercise of any such warrants) until the later of the conclusion of the lock up period required by FINRA Rule 5110(g)(1) or 30 days after the completion of the initial Business Combination, except that Transfers of the Forward Purchase Securities are permitted to any Permitted Transferee. Notwithstanding the first sentence of this Section 5(a), Transfers of the Forward Purchase Securities are permitted (any such transferees, the “Permitted Transferees”) within the 180-day period following the effective date of the Registration Statement in compliance with FINRA Rule 5110(g)(2) and thereafter to Permitted Transferees (any such transferees, the “Permitted Transferees”): (A) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Purchaser, or any affiliates of the Purchaser; (B) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of individual’s immediate family or an affiliate of such person, or to a charitable organization; (C) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (D) in the case of an individual, pursuant to a qualified domestic relations order; (E) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities were originally purchased; (F) in the event of the Company’s liquidation prior to the completion of a Business Combination; (G) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Class A Shares for cash, securities or other property subsequent to the completion of a Business Combination; (H) as a distribution to limited partners, members or stockholders of the Purchaser; (I) to the Purchaser’s affiliates, to any investment fund or other entity controlled or managed by the Purchaser or any of its affiliates, or to any investment manager or investment advisor of the Purchaser or an affiliate of any such investment manager or investment advisor; (J) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (I) above; (K) to the Purchaser or any Transferee hereunder; (L) by virtue of the laws of the Purchaser’s jurisdiction of formation or its organizational documents upon dissolution of the Purchaser; and (M) pursuant to an order of a court or regulatory agency; provided, however, that in the case of clauses (A) through (E) and (H) through (L), these Permitted Transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. “Transfer” shall mean the (x) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Forward Purchase Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Forward Purchase Securities, whether any such transaction is to be settled by delivery of such Forward Purchase Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y).

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer any Forward Purchase Units (or the underlying Class A Shares and Warrants, including the Class A Shares issued or issuable upon the exercise of any such warrants) Securities until the later of the conclusion of the lock up period required by FINRA Rule 5110(g)(1) or 30 days after the completion of the initial Business CombinationPartnering Transaction. Notwithstanding the foregoing, except that Transfers of the Forward Purchase Securities are permitted within the 180-day period following the effective date of the Registration Statement in compliance with FINRA Rule 5110(g)(2) and thereafter to Permitted Transferees (any such transferees, the “Permitted Transferees”): (A) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any of the operating partners of the Company, any affiliates or family members of the operating partners of the Company, any members or partners of Corsair Partnering Sponsor LP (the “Sponsor”), or their affiliates, any affiliates of sponsor, any members of the Purchaser, any affiliates of the Purchaser, or any affiliates employees of the Purchaser; any such affiliates; (B) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of individual’s immediate family or an affiliate of such person, or to a charitable organization; organization; (C) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; individual; (D) in the case of an individual, pursuant to a qualified domestic relations order; order; (E) by private sales or transfers made in connection with the consummation of a Business Combination Partnering Transaction at prices no greater than the price at which the securities were originally purchased; purchased; (F) in the event of the Company’s liquidation prior to the completion of a Business Combination; Partnering Transaction; (G) in the event of the Company’s liquidation, merger, share capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a Business Combination; Partnering Transaction; (H) as a distribution to limited partners, members or stockholders shareholders of the Purchaser; Purchaser; (I) to the Purchaser’s affiliates, to any investment fund or other entity controlled or managed by the Purchaser or any of its affiliates, or to any investment manager or investment advisor of the Purchaser or an affiliate of any such investment manager or investment advisor; advisor; (J) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (I) above; above; (K) to the Purchaser or any Transferee hereunder; hereunder; (L) by virtue of the laws of the Purchaser’s jurisdiction of formation or its organizational documents upon dissolution of the Purchaser; Purchaser; and (M) pursuant to an order of a court or regulatory agency; agency; provided, however, that in the case of clauses (A) through (E) and (H) through (L), these Permitted Transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. “Transfer” shall mean the (x) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Forward Purchase Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Forward Purchase Securities, whether any such transaction is to be settled by delivery of such Forward Purchase Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y).

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer any Forward Purchase Units (or the underlying Class A Shares and Warrants, including the Class A Shares issued or issuable upon the exercise of any such warrants) Securities until the later of the conclusion of the lock up period required by FINRA Rule 5110(g)(1) or 30 days after the completion of the initial Business CombinationPartnering Transaction. Notwithstanding the foregoing, except that Transfers of the Forward Purchase Securities are permitted within the 180-day period following the effective date of the Registration Statement in compliance with FINRA Rule 5110(g)(2) and thereafter to Permitted Transferees (any such transferees, the “Permitted Transferees”): (A) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any of the operating partners of the Company, any affiliates or family members of the operating partners of the Company, any members or partners of Corsair Partnering Sponsor LP (the “Sponsor”), or their affiliates, any affiliates of sponsor, any members of the Purchaser, any affiliates of the Purchaser, or any affiliates employees of the Purchaserany such affiliates; (B) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of individual’s immediate family or an affiliate of such person, or to a charitable organization; (C) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (D) in the case of an individual, pursuant to a qualified domestic relations order; (E) by private sales or transfers made in connection with the consummation of a Business Combination Partnering Transaction at prices no greater than the price at which the securities were originally purchased; (F) in the event of the Company’s liquidation prior to the completion of a Business CombinationPartnering Transaction; (G) in the event of the Company’s liquidation, merger, share capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a Business CombinationPartnering Transaction; (H) as a distribution to limited partners, members or stockholders shareholders of the Purchaser; (I) to the Purchaser’s affiliates, to any investment fund or other entity controlled or managed by the Purchaser or any of its affiliates, or to any investment manager or investment advisor of the Purchaser or an affiliate of any such investment manager or investment advisor; (J) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (I) above; (K) to the Purchaser or any Transferee hereunder; (L) by virtue of the laws of the Purchaser’s jurisdiction of formation or its organizational documents upon dissolution of the Purchaser; and (M) pursuant to an order of a court or regulatory agency; provided, however, that in the case of clauses (A) through (E) and (H) through (L), these Permitted Transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. “Transfer” shall mean the (x) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Forward Purchase Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Forward Purchase Securities, whether any such transaction is to be settled by delivery of such Forward Purchase Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y).

Lock-up; Transfer Restrictions. The Purchaser Each of the BSOF Entities agrees that that, without the prior written consent of the Company or the Sponsor, it shall not Transfer (as defined below) any Forward Purchase Units (or the underlying Class A B Shares and Warrants, including the Class A Shares issued or issuable upon into which the exercise of any such warrants) until the later of the conclusion of the lock up period required by FINRA Rule 5110(g)(1) or 30 days after the completion of the initial Class B Shares are convertible (or, following a Business Combination, except any shares of common stock or other equity security into which the Class A Shares are convertible or reclassified) (the “Lock-up Shares”), until the earlier of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property (the “Lock-up Period”). Notwithstanding the first sentence hereinabove, Transfers of the Forward Purchase Securities Lock-up Shares are permitted within the 180-day period following the effective date of the Registration Statement in compliance with FINRA Rule 5110(g)(2) and thereafter to Permitted Transferees (any such transferees, the “Permitted Transferees”): (Ai) to the Company’s BSOF Entities’ officers or directors, any affiliates or family members of any of the Company’s BSOF Entities’ officers or directors, any members of the PurchaserBSOF Entities or their affiliates, or any affiliates of the PurchaserBSOF Entities; (Bii) in the case of an individual, by a bona fide gift or transfer to a member member(s) of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family or family, an affiliate of such person, or in the case of any Person, by gift or transfer to a charitable organization; (Ciii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (Div) in the case of an individual, pursuant to a qualified domestic relations order; (Ev) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities Class B Shares were originally purchased; (Fvi) in the event of the Company’s liquidation liquidation, bankruptcy or dissolution prior to the completion of a Business Combination; (Gvii) in the event of the Company’s completion of a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their Class A Shares ordinary shares of the Company for cash, securities or other property subsequent to the completion of a Business Combination; (Hviii) as a bona fide gift or gifts; (ix) as a distribution to limited partners, members or stockholders of the PurchaserBSOF Entities; (Ix) to affiliates of the Purchaser’s affiliatesBSOF Entities, to any investment fund or other entity controlled controlled, managed or managed advised by the Purchaser Blackstone Alternative Solutions L.L.C. or any of its affiliates, or to any investment manager or investment advisor of the Purchaser BSOF Entities or an affiliate of any such investment manager or investment advisor; , (Jxi) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (Ai) through (Ix) above; (K) to the Purchaser or any Transferee hereunder; (L) by virtue of the laws of the Purchaser’s jurisdiction of formation or its organizational documents upon dissolution of the Purchaser; , and (Mxii) pursuant to an order of a court or regulatory agency; provided, however, that in the case of clauses (Ai) through (Evi) and clauses (Hviii) through (Lxi), these Permitted Transferees permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Forward Purchase Securities Lock-up Shares (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Forward Purchase SecuritiesLock-up Shares, whether any such transaction is to be settled by delivery of such Forward Purchase SecuritiesLock-up Shares, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y).