Common use of Ownership of Merger Consideration Clause in Contracts

Ownership of Merger Consideration. All PubCo Ordinary Shares to be issued and delivered to the Perception Shareholders and BGHL Shareholders as Merger Consideration and Exchange Consideration in accordance with Article I shall be, upon issuance and delivery of such PubCo Ordinary Shares, fully paid and non-assessable, free and clear of all Liens imposed by PubCo, other than restrictions arising from applicable securities Laws, any applicable Registration Rights Agreement, and the issuance and sale of such PubCo Ordinary Shares under this Agreement will not be subject to or give rise to any preemptive rights or rights of first refusal.

Ownership of Merger Consideration. All PubCo Ordinary Shares shares of New Pubco Common Stock to be issued and delivered to the Perception Shareholders and BGHL Shareholders Company Stockholders as Merger Consideration and Exchange Consideration in accordance with Article I shall be, upon issuance and delivery of such PubCo Ordinary SharesNew Pubco Common Stock, fully paid and non-assessable, free and clear of all Liens imposed by PubCoLiens, other than restrictions arising from applicable securities Laws, any applicable Registration Rights and Lock-Up Agreement, and any Liens incurred by any Company Stockholder, and the issuance and sale of such PubCo Ordinary Shares under this Agreement New Pubco Common Stock pursuant hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.

Ownership of Merger Consideration. All PubCo Ordinary Shares shares of Pubco Common Stock to be issued and delivered to Sellers in the Perception Shareholders Equity Contribution and BGHL Shareholders as Merger Consideration and Exchange Consideration to the security holders of Purchaser in accordance with Article I shall be, upon issuance and delivery of such PubCo Ordinary SharesPubco Common Stock, fully paid and non-assessable, free and clear of all Liens imposed by PubCoLiens, other than restrictions arising from applicable securities Laws, any applicable Registration Rights AgreementLock-Up Agreement and any Liens incurred by such Seller or security holder of Purchaser, as applicable, and the issuance and sale of such PubCo Ordinary Shares under this Agreement Pubco Common Stock pursuant hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.

Ownership of Merger Consideration. All PubCo Ordinary Shares shares of Pubco Common Stock to be issued and delivered to the Perception Shareholders and BGHL Shareholders Company Security Holders as Merger Consideration and Exchange Consideration in accordance with Article I are duly authorized and shall be, upon issuance and delivery of such PubCo Ordinary SharesPubco Common Stock validly issued, fully paid and non-assessable, free and clear of all Liens imposed by PubCoLiens, other than restrictions arising from applicable securities Laws, any applicable Lock-Up Agreement, the Registration Rights Agreement, and any Liens incurred by any Company Unitholder, and the issuance and sale of such PubCo Ordinary Shares under this Agreement Pubco Common Stock pursuant hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.

Ownership of Merger Consideration. All shares of PubCo Ordinary Shares Common Stock to be issued and delivered to the Perception Catcha Shareholders and BGHL Company Shareholders as Merger Consideration and Exchange Consideration in accordance with Article Articles I and II shall be, upon issuance and delivery of such PubCo Ordinary SharesCommon Stock, fully paid and non-assessable, free and clear of all Liens imposed by PubCoLiens, other than restrictions arising from applicable securities Laws, any applicable Registration Rights Agreement, and the issuance and sale of such PubCo Ordinary Shares under Common Stock pursuant to this Agreement will not be subject to or give rise to any preemptive rights or rights of first refusal.