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. (a) The Purchaser agrees Sponsor and the Insiders agree that it they shall not Transfer any Forward Purchase Units Founder Shares (or the underlying Class A “Founder Shares and Warrants, including the Class A Shares issued or issuable upon the exercise of any such warrantsLock-up”) until the later earliest of the conclusion of the lock up period required by FINRA Rule 5110(g)(1(A) or 30 days six months after the completion of the an initial Business CombinationCombination and (B) the date following the completion of an initial Business Combination on which the Company completes a liquidation, except merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”). (b) Notwithstanding the provisions set forth in paragraphs 5(a), Transfers of the Forward Purchase Securities Founder Shares, the Private Placement Warrants and the Ordinary Shares underlying the Private Placement Warrants are permitted within (i) among 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 transfereesinsiders, the “Permitted Transferees”): (A) to the Company’s officers or officers, directors, advisors and employees, any affiliates or family members of any of the Company’s officers or directors, any members of the PurchaserSponsor, or any affiliates of the Purchaser; Sponsor, (Bii) to an insider’s affiliates or its members upon its liquidation, (iii) in the case of an individual, by gift to a member of one of the members 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, person or to a charitable organization; , (Civ) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; , (Dv) in the case of an individual, pursuant to a qualified domestic relations order; , (Evi) 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; , (Fvii) by private sales at negotiated prices, which transfers are not effected until the consummation of an initial Business Combination, (viii) in the event of the Company’s liquidation prior to the completion of a the Business Combination; , (Gix) by virtue of the Cayman Islands laws or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor, (x) in the event of the Company’s liquidation, merger, capital stock share 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 Company’s completion of the Business Combination, or (xi) transfers to the Company for cancellation in connection with the consummation 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 each case of clauses (Aexcept for (viii) through (Exi)) and (H) through (L), these Permitted Transferees permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. “Transfer” . (e) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each of the Insiders shall mean not, without the (x) sale prior written consent of the Representatives, Transfer any Units, Ordinary Shares, Warrants 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 indirectlyother securities convertible into, or establishment exercisable or increase of a put equivalent position exchangeable for, Ordinary Shares held by it, her or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Exchange Acthim, 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)applicable.

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).