Common use of Private Placement Warrants and Forward Purchase Warrants Clause in Contracts

Private Placement Warrants and Forward Purchase Warrants. The Private Placement Warrants and Forward Purchase Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and Forward Purchase Warrants (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and Forward Purchase Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and Forward Purchase Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any current or future affiliate or family member of any of the Company’s officers or directors, any current or future affiliate of the Sponsor or to any member(s), directors, officers or employees of the Sponsor or any of their current or future affiliates; (b) in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, a current or future affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased; (f) in the event of the Company’s liquidation prior to consummation of the Company’s Business Combination; or (g) by virtue of the laws of the state of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that, in the case of clauses (a) through (e) or (g), these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Forward Purchase Warrants. The Private Placement Warrants and the Forward Purchase Warrants shall be identical to the Public Warrants, except that so long as they are held (i) by the Sponsor or any of its Permitted Transferees (as defined below), as applicablein the case of the Private Placement Warrants and (ii) by the Forward Purchase Investors or any of their Permitted Transferees, in the case of the Forward Purchase Warrants, the Private Placement Warrants and Forward Purchase Warrants Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business CombinationCombination (as defined below), and (iii) shall not be redeemable by the CompanyCompany pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), (A) the Private Placement Warrants and Forward Purchase Warrants and any shares of Common Stock held by the Sponsor or any of its Permitted Transferees, as applicable, Transferees and issued upon exercise of the Private Placement Warrants and (B) the Forward Purchase Warrants and any shares of Common Stock held by a Forward Purchase Investor or a Permitted Transferee thereof and issued upon exercise of the Forward Purchase Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any current or future affiliate affiliates or family member members of any of the Company’s officers or directors, any current or future affiliate of the Sponsor or to any member(s), directors, officers or employees ) of the Sponsor or any Forward Purchase Investor, as applicable, or any affiliates of their current the Sponsor or future affiliatesany Forward Purchase Investor, as applicable; (b) in the case of an individual, by gift to a member such of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of such the individual’s immediate family, a current or future an affiliate of such individual person, or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such personthe 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 any forward purchase agreement or similar arrangement or in connection with the consummation of an the Company’s initial Business Combination at prices no greater than the price at which the Warrants were originally purchased; (f) in the event of the Company’s liquidation prior to consummation of the Company’s Business Combination; or (g) by virtue of the laws of the state of Delaware or Delaware, the Sponsor’s limited liability company agreement upon dissolution of the Sponsor, Zxxxxx’x organizational documents upon dissolution of Zxxxxx or Bluescape’s organizational documents upon dissolution of Bluescape, as applicable; (g) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; or (h) in the event of the Company’s completion of a 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 shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (e) or (gf), these transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Forward Purchase Warrants. The Private Placement Warrants and Forward Purchase Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and Forward Purchase Warrants (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and Forward Purchase Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and Forward Purchase Warrants may be transferred by the holders thereof: (a) to the Company’s 's officers or directors, any current or future affiliate or family member of any of the Company’s 's officers or directors, any current or future affiliate of the Sponsor or to any member(s), directors, officers or employees of the Sponsor or any of their current or future affiliates; (b) in the case of an individual, by gift to a member such individual’s 's immediate family or to a trust, the beneficiary of which is a member of such individual’s 's immediate family, a current or future affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased; (f) in the event of the Company’s 's liquidation prior to consummation of the Company’s 's Business Combination; or (g) by virtue of the laws of the state of Delaware or the Sponsor’s 's limited liability company agreement upon dissolution of the Sponsor; provided, however, that, in the case of clauses (a) through (e) or (g), these transferees (the “"Permitted Transferees”") enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Forward Purchase Warrants. The Private Placement Warrants and Forward Purchase Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and Forward Purchase Warrants, including the Common Stock issuable upon exercise of the Private Placement Warrants (i) may be exercised for cash or on a cashless basisand Forward Purchase Warrants, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii)during such period, the Private Placement Warrants and Warrants, Forward Purchase Warrants and any shares of the Common Stock held by the Sponsor or any of its Permitted Transferees, Transferees (as applicable, and defined below) that are issued upon exercise of the Private Placement Warrants and Forward Purchase Warrants may be transferred transferred, assigned or sold by the holders thereof: (a) to the Company’s officers or directors, any current or future affiliate or family member of any of the Company’s officers or directors, any current or future affiliate of the Sponsor or to any member(s), directors, officers or employees of the Sponsor or any of their current or future affiliates; (b) in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, a current or future affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased; (f) in the event of the Company’s liquidation prior to consummation of the Company’s Business Combination; or (g) by virtue of the laws of the state of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that, in the case of clauses (a) through (e) or (g), these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Forward Purchase Warrants. The Private Placement Warrants and Forward Purchase Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and Forward Purchase Warrants, including the Ordinary Shares issuable upon exercise of the Private Placement Warrants (i) may be exercised for cash or on a cashless basisand Forward Purchase Warrants, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii)during such period, the Private Placement Warrants and Forward Purchase Warrants and any shares of Common Stock the Ordinary Shares held by the Sponsor or any of its Permitted Transferees, Transferees (as applicable, and defined below) that are issued upon exercise of the Private Placement Warrants and Forward Purchase Warrants may be transferred transferred, assigned or sold by the holders thereof: (a) to the Company’s officers or directors, any current or future affiliate or family member of any of the Company’s officers or directors, any current or future affiliate of the Sponsor or to any member(s), directors, officers or employees of the Sponsor or any of their current or future affiliates; (b) in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, a current or future affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased; (f) in the event of the Company’s liquidation prior to consummation of the Company’s Business Combination; or (g) by virtue of the laws of the state of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that, in the case of clauses (a) through (e) or (g), these transferees (the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Forward Purchase Warrants. The Private Placement Warrants and the Forward Purchase Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below), as applicable, ) the Private Placement Warrants and the Forward Purchase Warrants Warrants: (i) may be exercised for cash or on a “cashless basis, ,” pursuant to subsection 3.3.1(c) hereof, (ii) including the shares of Common Stock issuable upon exercise of such Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iii) shall not be redeemable by the CompanyCompany pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and Warrants, the Forward Purchase Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Forward Purchase Warrants may be transferred by the holders thereof: (a) to the Company’s officers directors or directorsofficers, any current or future affiliate affiliates or family member members of any of the Company’s officers directors or directorsofficers, any current or future affiliate of the Sponsor or to any member(s), directors, officers or employees members of the Sponsor or any affiliates of their current or future affiliatesthe Sponsor; (b) in the case of an individual, by gift to a member such of the individual’s immediate family family, or to a trust, the beneficiary of which is a member of such the individual’s immediate family, a current family or future an affiliate of such individual person, or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such personthe individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust; (f) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of an initial the Company’s Business Combination at prices no greater than the price at which the Warrants securities were originally purchased; (fg) in the event of the Company’s liquidation prior to consummation of the Company’s completion of its initial Business Combination; or; (gh) by virtue of the laws of the state of Delaware or the Sponsor’s limited liability company agreement agreement, as amended, upon dissolution of the Sponsor; and (i) in the event of the Company’s completion of a liquidation, merger, stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (e) or (g), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

Private Placement Warrants and Forward Purchase Warrants. The Warrant Agent shall not register any transfer of Private Placement Warrants and or Forward Purchase Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and Forward Purchase Warrants (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion consummation by the Company of an initial Business Combination, and except for transfers (iiii) shall not be redeemable by among the Company; provided, however, that in the case of (ii), the Private Placement Warrants and Forward Purchase Warrants and any shares of Common Stock held by the Sponsor initial stockholders or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and Forward Purchase Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directorsthe initial stockholders’ members, any current or future affiliate or family member of any of the Company’s officers or directors, any current or future affiliate of the Sponsor or to any member(s)officers, directors, officers consultants or employees of their affiliates, (ii) to a holder’s stockholders or members upon the Sponsor or any of their current or future affiliates; holder’s liquidation, in each case if the holder is an entity, (biii) in the case of an individual, by bona fide gift to a member such individualof the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of such individualthe holder’s immediate family, a current or future affiliate of such individual or to a charitable organization; in each case for estate planning purposes, (civ) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; death, (dv) in the case of an individual, pursuant to a qualified domestic relations order; , (evi) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or to the Company for no value for cancellation in connection with the consummation of an initial a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Private Placement Warrants and Forward Purchase Warrants were originally purchased; , (fviii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination, or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s Business Combination; or stockholders having the right to exchange their Common Stock for cash, securities or other property, in each case (gexcept for clauses (vi), (viii), or (ix) by virtue of or with the laws of Company’s prior written consent) on the state of Delaware condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each Permitted Transferee or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that, in the case of clauses (a) through (e) trustee or (g), these transferees (the “legal guardian for such Permitted Transferees”) enter into a written agreement with the Company agreeing Transferee agrees to be bound by the transfer restrictions contained in this AgreementAgreement and any other applicable agreement by which the transferor is bound.