Common use of Open Market Sale Clause in Contracts

Open Market Sale. Notwithstanding anything to the contrary herein, the Parties agree that the Investor shall, commencing on the Business Combination Closing Date, have the right, but not the obligation, to sell any or all of the Shares (including any Additional Shares) in the open market. The Investor shall give written notice to SPAC and the Escrow Agent of any sale of the Shares (including any Additional Shares) pursuant to this Section 4(c) within three (3) Business Days following the date of such sale (the “Open Market Sale Notice”), and the Open Market Sale Notice shall include the date of the sale, the number of Shares sold, and confirmation that the sale price per Share was greater than $10.80 per Share prior to the payment of any commissions due by the Investor for the sale, accompanied by the broker’s confirmation of the transaction. If the Investor sells any Shares (including any Additional Shares) in the open market after the Business Combination Closing Date and prior to the three (3) month anniversary of the Business Combination Closing Date at a sales price per Share that is greater than $10.80 (such sale, the “Early Sale” and such shares, the “Early Sale Shares”), then, within five (5) Business Days after SPAC’s and the Escrow Agent’s receipt of such Open Market Sale Notice and broker’s confirmation, the Escrow Agent shall release from the Escrow Account to SPAC an amount equal to $10.80 per Early Sale Share sold in such Early Sale. For the avoidance of doubt, unless otherwise provided herein, any Shares not sold in the open market pursuant to this Section 4(c) may be sold to SPAC pursuant to the terms of Section 1 hereof.

Open Market Sale. Notwithstanding anything to the contrary herein, the Parties agree that the each Investor shall, commencing on the day after the date by which shares of common stock of GigCapital4 must be tendered for redemption in conjunction with GigCapital4’s stockholders’ approval of the Business Combination Closing (the “Redemption Date”), have the right, but not the obligation, to sell any or all of the Shares (including any Additional Shares) in the open marketmarket if the sale price exceeds $10.00 per Share prior to payment of any commissions due by the Investors for such sale. The Each Investor shall give written notice to SPAC the Company and the Escrow Agent of any sale of the Shares (including any Additional Shares) pursuant to this Section 4(c4(d) within three (3) Business Days following the date of such sale (the each, an “Open Market Sale Notice”), and the each Open Market Sale Notice shall include the date of the sale, the number of Shares sold, and confirmation that the sale price per Share was greater than $10.80 10.00 per Share prior to the payment of any commissions due by the Investor for the sale, accompanied by the broker’s confirmation of the transaction. If the Investor sells Investors sell any Shares (including any Additional Shares) in the open market after the Business Combination Closing Redemption Date and prior to the three one (31) month anniversary of the Business Combination Closing Date at a sales price per Share that is greater than $10.80 10.05 (such sale, the “Early Sale” and such shares, the “Early Sale Shares”), then, within five (5) Business Days after SPACof the Company’s and the Escrow Agent’s receipt of such Open Market Sale Notice and broker’s confirmationNotice, the Escrow Agent shall release from the Escrow Account (x) to SPAC each selling Investor an amount equal to $10.80 0.05 per Early Sale Share sold by such Investor (the “Early Sale Premium”) and (y) to the Company an amount equal to $10.10 per Early Sale Share sold in such Early Sale. For the avoidance of doubt, unless otherwise provided herein, any Shares not sold in the open market pursuant to this Section 4(c) may be sold to SPAC pursuant to the terms of Section 1 hereof.

Open Market Sale. Notwithstanding anything to the contrary herein, the Parties agree that the Investor shall, commencing on the day after the date by which shares of common stock of GigCapital4 must be tendered for redemption in conjunction with GigCapital4’s stockholders’ approval of the Business Combination Closing (the “Redemption Date”), have the right, but not the obligation, to sell any or all of the Shares (including any Additional Shares) in the open marketmarket if the sale price exceeds $10.00 per Share prior to payment of any commissions due by the Investor for such sale. The Investor shall give written notice to SPAC the Company and the Escrow Agent of any sale of the Shares (including any Additional Shares) pursuant to this Section 4(c4(d) within three (3) Business Days following the date of such sale (the “Open Market Sale Notice”), and the Open Market Sale Notice shall include the date of the sale, the number of Shares sold, and confirmation that the sale price per Share was greater than $10.80 10.00 per Share prior to the payment of any commissions due by the Investor for the sale, accompanied by the broker’s confirmation of the transaction. If the Investor sells any Shares (including any Additional Shares) in the open market after the Business Combination Closing Redemption Date and prior to the three one (31) month anniversary of the Business Combination Closing Date at a sales price per Share that is greater than $10.80 10.05 (such sale, the “Early Sale” and such shares, the “Early Sale Shares”), then, within five (5) Business Days after SPACof the Company’s and the Escrow Agent’s receipt of such the Open Market Sale Notice and broker’s confirmationNotice, the Escrow Agent shall release from the Escrow Account (x) to SPAC the Investor an amount equal to $10.80 0.05 per Early Sale Share sold by the Investor (the “Early Sale Premium”) and (y) to the Company an amount equal to $10.10 per Early Sale Share sold in such Early Sale. For the avoidance of doubt, unless otherwise provided herein, any Shares not sold in the open market pursuant to this Section 4(c) may be sold to SPAC pursuant to the terms of Section 1 hereof.

Open Market Sale. Notwithstanding anything to the contrary herein, the Parties agree that the Investor shall, commencing on the day after the date by which shares of common stock of Merida must be tendered for redemption in conjunction with Merida’s stockholders’ approval of the Business Combination Closing (the “Redemption Date”), have the right, but not the obligation, to sell any or all of the Shares (including any Additional Shares) in the open marketmarket if the sale price exceeds $10.01 per Share prior to payment of any commissions due by the Investor for such sale. The Investor shall give written notice to SPAC the Company and the Escrow Agent of any sale of the Shares (including any Additional Shares) pursuant to this Section 4(c) within three (3) Business Days following the date of such sale (the each, an “Open Market Sale Notice”), and the each Open Market Sale Notice shall include the date of the sale, the number of Shares sold, and confirmation that the sale price per Share was greater than $10.80 10.01 per Share prior to the payment of any commissions due by the Investor for the sale, accompanied by the broker’s confirmation of the transaction. If the Investor sells any Shares (including any Additional Shares) in the open market after the Business Combination Closing Redemption Date and prior to the three one (31) month anniversary of the Business Combination Closing Date at a sales price per Share that is greater than $10.80 10.06 (such sale, the “Early Sale” and such shares, the “Early Sale Shares”), then, within five (5) Business Days after SPACof the Company’s and the Escrow Agent’s receipt of such Open Market Sale Notice and broker’s confirmationNotice, the Escrow Agent shall release from the Escrow Account (x) to SPAC each selling Investor an amount equal to $10.80 0.05 per Early Sale Share sold by such Investor (the “Early Sale Premium”) and (y) to the Company an amount equal to $10.11 per Early Sale Share sold in such Early Sale. For the avoidance of doubt, unless otherwise provided herein, any Shares not sold in the open market pursuant to this Section 4(c) may be sold to SPAC pursuant to the terms of Section 1 hereof.

Open Market Sale. Notwithstanding anything to the contrary herein, the Parties agree that the Investor Investors shall, commencing on the Business Combination Closing Date, have the right, but not the obligation, to sell any or all of the Shares (including any Additional Shares) in the open marketmarket if the sale price exceeds $10.27 per Share prior to payment of any commissions due by the Investor for such sale. The Investor shall give written notice to SPAC the Company and the Escrow Agent of any sale of the Shares (including any Additional Shares) pursuant to this Section 4(c4(d) within three (3) Business Days following the date of such sale (the “Open Market Sale Notice”) if, as a result of such sales, the Investors hold less than an aggregate of the [__] Shares subject to Sections 1, 4(a) and 4(b), and the Open Market Sale Notice shall include the date of the sale, the number of Shares sold, and confirmation that the sale price per Share was greater than $10.80 10.27 per Share prior to the payment of any commissions due by the Investor for the sale, accompanied by the broker’s confirmation of the transaction. If the Investor sells any of the [__] Shares (including any Additional Shares) in subject to Sections 1, 4(a)(i), 4(a)(iii) and 4(b)in the open market after the Business Combination Closing Date and prior to the three one (31) month anniversary of the Business Combination Closing Date at a sales price per Share that is greater than $10.80 10.27 (such sale, the “Early Sale” and such shares, the “Early Sale Shares”), then, within five (5) Business Days after SPACof the Company’s and the Escrow Agent’s receipt of such Open Market Sale Notice and broker’s confirmationNotice, the Escrow Agent shall release from the Escrow Account (x) to SPAC each selling Investor an amount equal to $10.80 0.05 per Early Sale Share sold by the Investor (the “Early Sale Premium”) and (y) to the Company an amount equal to $10.37 per Early Sale Share sold in such Early Sale. For the avoidance of doubt, unless otherwise provided herein, any Shares not sold in the open market pursuant to this Section 4(c) may be sold to SPAC pursuant to the terms of Section 1 hereof.

Open Market Sale. Notwithstanding anything to the contrary herein, the Parties agree that the Investor Investors shall, commencing on the day after the date by which shares of common stock of GigCapital4 must be tendered for redemption in conjunction with GigCapital4’s stockholders’ approval of the Business Combination Closing (the “Redemption Date”), have the right, but not the obligation, to sell any or all of the Shares (including any Additional Shares) in the open marketmarket if the sale price exceeds $10.00 per Share prior to payment of any commissions due by the Investors for such sale. The Principal Investors shall, and Meteora shall cause all selling Non-Principal Investor shall to, give written notice to SPAC the Company and the Escrow Agent of any sale of the Shares (including any Additional Shares) pursuant to this Section 4(c4(d) within three (3) Business Days following the date of such sale (the each, an “Open Market Sale Notice”), and the each Open Market Sale Notice shall include the date of the sale, the number of Shares sold, and confirmation that the sale price per Share was greater than $10.80 10.00 per Share prior to the payment of any commissions due by the Investor for the sale, accompanied by the broker’s confirmation of the transaction. If the Investor sells Investors sell any Shares (including any Additional Shares) in the open market after the Business Combination Closing Redemption Date and prior to the three one (31) month anniversary of the Business Combination Closing Date at a sales price per Share that is greater than $10.80 10.05 (such sale, the “Early Sale” and such shares, the “Early Sale Shares”), then, within five (5) Business Days after SPACof the Company’s and the Escrow Agent’s receipt of such Open Market Sale Notice and broker’s confirmationNotice, the Escrow Agent shall release from the Escrow Account (x) to SPAC each selling Investor an amount equal to $10.80 0.05 per Early Sale Share sold by such Investor (the “Early Sale Premium”) and (y) to the Company an amount equal to $10.10 per Early Sale Share sold in such Early Sale. For the avoidance of doubt, unless otherwise provided herein, any Shares not sold in the open market pursuant to this Section 4(c) may be sold to SPAC pursuant to the terms of Section 1 hereof.