Common use of Private Warrants Clause in Contracts

Private Warrants. The Warrant Agent shall not register any transfer of Private Warrants until 30 days after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial shareholders or to the initial shareholders’ or the Company’s officers, directors, consultants or their affiliates, (ii) to a holder’s shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, (viii) 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, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee (each, a “Permitted Transferee”) or the trustee or legal guardian for such transferee agrees to be bound by the transfer restrictions contained in this section and any other applicable agreement the transferor is bound by.

Private Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until 30 days after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial shareholders stockholders or to the initial shareholdersstockholders’ or the Company’s officers, directors, consultants or their affiliates, (ii) to a holder’s shareholders stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, (viii) 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, share exchange or other similar transaction which results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee (each, a “Permitted Transferee”) or the trustee or legal guardian for such transferee agrees to be bound by the transfer restrictions contained in this section terms of the Subscription Agreement and any other applicable agreement the transferor is bound by.

Private Warrants. The Warrant Agent shall not register any transfer of Private Warrants until 30 days after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial shareholders stockholders or to the initial shareholdersstockholders’ or the Company’s officers, directors, consultants or their affiliates, (ii) to a holder’s shareholders stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, (viii) 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, share exchange or other similar transaction which results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee (each, a “Permitted Transferee”) or the trustee or legal guardian for such transferee agrees to be bound by the transfer restrictions contained in this section and any other applicable agreement the transferor is bound by.

Private Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until 30 days after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial shareholders stockholders or to the initial shareholdersstockholders’ or the Company’s officers, directors, consultants or their affiliates, (ii) to a holder’s shareholders stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, (viii) 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, share exchange or other similar transaction which results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee (each, a “Permitted Transferee”) or the trustee or legal guardian for such transferee agrees to be bound by the transfer restrictions contained in this section terms of the Subscription Agreement and any other applicable agreement the transferor is bound by.

Private Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until 30 days after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial shareholders stockholders or to the initial shareholdersstockholders’ or the Company’s officers, directors, consultants or their affiliates, (ii) to a holder’s shareholders stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, (viii) 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, share exchange or other similar transaction which results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee (each, a “Permitted Transferee”) or the trustee or legal guardian for such transferee agrees to be bound by the transfer restrictions contained in this section terms of the Subscription Agreement and any other applicable agreement the transferor is bound by.. Notwithstanding the foregoing, with respect to any Private Warrants held by the Representative and/or its designees, in addition to the foregoing restriction on transfer of the Private Warrants, the Private Warrants purchased by the Representative and/or its designees shall not be sold during the Public Offering, or sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Public Offering, except to any member participating in the Public Offering and the officers or partners thereof. Additionally, the Private Warrants purchased by the Representative and/or its designees shall not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Public Offering

Private Warrants. The Warrant Agent shall not register any transfer of Private Warrants until will be issued in the same form as the Public Warrants but they (i) will be exercisable either for cash or on a cashless basis at the holder’s option pursuant to Section 3.3.1(c) and (ii) will not be redeemable by the Company, in either case as long as such warrants are held by the initial purchasers or their affiliates and permitted transferees (as provided below). The provisions of this Section 2.5.1 may not be modified, amended or deleted without the prior written consent of EBC. Prior to the date that is 30 days after the consummation by the Company of an initial a Business CombinationCombination (as defined below), except for transfers the Private Warrants held by members of DHL or EBC may only be transferred by the holders thereof: (ia) among to any persons (including their affiliates and shareholders) participating in the initial shareholders Private Offering, officer, director, securityholder, employee, member or affiliate of DHL, (b) to the initial shareholders’ or the Company’s officers, directorsdirectors and employees, (c) as a distribution to partners, consultants members or their affiliates, (ii) to a holder’s shareholders of DHL or members EBC upon the holder’s liquidationliquidation and dissolution of DHL or EBC, in each as the case if the holder is an entity, may be, (iiid) by bona fide gift to a member of the holdersuch person’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holdersuch person’s immediate family, in each case family for estate planning purposes, , (ive) by virtue of the laws of descent and distribution upon death, death of such person, (vf) pursuant to a qualified domestic relations order, , (vig) by certain pledges to the Company for no value for cancellation secure obligations incurred in connection with purchases of the consummation of a Business Combination, Company’s securities, (viih) in connection with by private sales made at or prior to the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, or (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ixi) in the event that, subsequent to the consummation of an the Company’s initial Business Combination, the Company completes consummates a liquidation, merger, share stock exchange or other similar transaction which that results in all of the holders of the Company’s shareholders equity securities issued in the Public Offering having the right to exchange their Ordinary Shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee (each, a “Permitted Transferee”) or the trustee or legal guardian for such transferee agrees to be bound by the transfer restrictions contained in this section and any other applicable agreement the transferor is bound by.

Private Warrants. The Warrant Agent shall not register any transfer of Private Warrants until 30 days after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial shareholders stockholders or to the initial shareholdersstockholders’ or the Company’s officers, directors, consultants or their affiliates, (ii) to a holder’s shareholders stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, (viii) 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, share exchange or other similar transaction which results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee (each, a “Permitted Transferee”) or the trustee or legal guardian for such transferee agrees to be bound by the transfer restrictions contained in this section terms of the Subscription Agreement and any other applicable agreement the transferor is bound by.

Private Warrants. The Warrant Agent shall not register any transfer of Private Warrants until 30 days after the consummation by of the Company of an initial Business Combination, except for transfers (i) among the initial shareholders Initial Shareholders or to the initial shareholdersInitial Shareholders’ or the Company’s officers, directors, consultants or their affiliates, (ii) to a holder’s shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a the Business Combination, (vii) in connection with the consummation of a the Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, (viii) 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 the initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ixviii) or with the Company’s prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee (each, a “Permitted Transferee”) or the trustee or legal guardian for such transferee agrees to be bound by the transfer restrictions contained in this section terms of the Subscription Agreements and any other applicable agreement the transferor is bound by.”

Private Warrants. The Warrant Agent shall not register any transfer of Private Warrants until 30 days after the consummation by the Company of an initial Business Combinationbusiness combination, except for transfers (i) among the initial shareholders stockholders or to the initial shareholdersstockholders’ or the Company’s officers, directors, consultants or their affiliates, (ii) to a holder’s shareholders stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combinationbusiness combination, (vii) in connection with the consummation of a Business Combination business combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination business combination or (ix) in the event that, subsequent to the consummation of an initial Business Combinationbusiness combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee (each, a “Permitted Transferee”) or the trustee or legal guardian for such transferee agrees to be bound by the transfer restrictions contained in this section and any other applicable agreement the transferor is bound by.

Private Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until 30 days after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial shareholders or to the initial shareholders’ or the Company’s officers, directors, consultants or their affiliates, (ii) to a holder’s shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, (viii) 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, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee (each, a “Permitted Transferee”) or the trustee or legal guardian for such transferee agrees to be bound by the transfer restrictions contained in this section terms of the Subscription Agreements and any other applicable agreement the transferor is bound by.

Private Warrants. The Warrant Agent shall not register any transfer of Private Warrants until 30 days after will be issued in the same form as the Public Warrants but they (i) will be exercisable either for cash or on a cashless basis at the holder’s option pursuant to Section 3.3.1(c), and (ii) will not be redeemable by the Company, in either case as long as such warrants are held by the initial purchasers or their affiliates and permitted transferees (as provided below). The provisions of this Section 2.5.1 may not be modified, amended or deleted without the prior written consent of EBC. Prior to the date immediately following the consummation by the Company of an initial a Business CombinationCombination (as defined below), except for transfers the Private Warrants held by Bison Capital or EBC may only be transferred by the holders thereof: (ia) among to any persons (including their affiliates and shareholders) participating in the initial shareholders Private Offering, officer, director, security holder, employee, member or affiliate of Bison Capital, (b) to the initial shareholders’ or the Company’s officers, directorsdirectors and employees, (c) as a distribution to partners, consultants shareholders of Bison Capital or their affiliates, (ii) to a holder’s shareholders or members EBC upon the holder’s liquidationliquidation and dissolution of Bison Capital or EBC, in each as the case if the holder is an entity, may be, (iiid) by bona fide gift to a member of the holdersuch person’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holdersuch person’s immediate family, in each case family for estate planning purposes, , (ive) by virtue of the laws of descent and distribution upon death, death of such person, (vf) pursuant to a qualified domestic relations order, , (vig) by certain pledges to the Company for no value for cancellation secure obligations incurred in connection with purchases of the consummation of a Business Combination, Company’s securities, (viih) in connection with by private sales made at or prior to the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, or (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ixi) in the event that, subsequent to the consummation of an initial the Company’s Business Combination, the Company completes consummates a liquidation, merger, share stock exchange or other similar transaction which that results in all of the holders of the Company’s shareholders equity securities issued in the Public Offering having the right to exchange their Ordinary Shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee (each, a “Permitted Transferee”) or the trustee or legal guardian for such transferee agrees to be bound by the transfer restrictions contained in this section and any other applicable agreement the transferor is bound by.

Private Warrants. The Warrant Agent shall not register any transfer of Private Warrants until 30 days after the consummation by the Company of an initial Business Combination, except for transfers in each case (ia) among the initial shareholders or to the initial shareholders’ or the Company’s officers, officers or directors, consultants any affiliates or their affiliatesfamily members of any of the Company’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor, (iib) to a holder’s shareholders or members upon in the holder’s liquidationcase of an individual, in each case if the holder is an entity, (iii) by bona fide gift to a member of one of the holdermembers of the individual’s immediate family or to a trust, the beneficiary of which is the holder or a member of one of the holderindividual’s immediate family, an affiliate of such person or to a charitable organization; (c) in each the case for estate planning purposesof an individual, (iv) by virtue of the laws of descent and distribution upon deathdeath of any of the Company’s officers, directors, the initial stockholders or members of the Sponsor; (vd) in the case of an individual, pursuant to a qualified domestic relations order, ; (vie) to the Company for no value for cancellation by private sales or transfers made in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a an initial Business Combination by private sales at prices no greater than the price at which the Private Warrants securities were originally purchased, ; (viiif) in the event of the Company’s liquidation prior to its consummation the completion of an the initial Business Combination Combination; (g) by virtue of the laws of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (ixh) in the event that, subsequent to of the consummation of an initial Business Combination, the Company completes a Company’s liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction which results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other propertyproperty subsequent to the Company’s completion of the initial Business Combination; provided, however, that in each the case (except for of clauses (vi), a) through (viiie) or (ix) or with the Company’s prior written consent) on the condition that prior to such registration for transferg), the Warrant Agent shall be presented with written documentation pursuant to which each transferee (each, a the “Permitted Transferee”) or the trustee or legal guardian for such transferee agrees must enter into a written agreement to be bound by the these transfer restrictions contained in this section and any other applicable agreement the transferor is bound by.

Private Warrants. The Warrant Agent shall not register any transfer of Private Warrants until 30 days after the consummation by the Company of an initial Business Combinationbusiness combination, except for transfers (i) among the initial shareholders stockholders or to the initial shareholdersstockholders’ or the Company’s officers, directors, consultants consultants, members, family members or their affiliates, (ii) to a holder’s shareholders stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate familyfamily or an affiliate of such person, in each case for estate planning purposesor to a charitable organization, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combinationbusiness combination, (vii) in connection with the consummation of a Business Combination business combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or business combination, (ix) in the event that, subsequent to the consummation of an initial Business Combinationbusiness combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares shares of Common Stock for cash, securities or other property, or (x) by virtue of the laws of the State of Delaware or our Sponsor’s organizational or governing documents upon dissolution of our Sponsor, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee (each, a “Permitted Transferee”) or the trustee or legal guardian for such transferee agrees to be bound by the transfer restrictions contained in this section and any other applicable agreement the transferor is bound by.

Private Warrants. The Warrant Agent shall not register any transfer of Private Warrants until 30 thirty (30) days after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial shareholders stockholders or to the initial shareholders’ Company’s or the Company’s initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s shareholders stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, (viii) 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, share capital stock exchange or other similar transaction which results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee (each, a “Permitted Transferee”) or the trustee or legal guardian for such transferee Permitted Transferee agrees to be bound by the transfer restrictions contained in this section Agreement and any other applicable agreement the transferor is bound by.

Private Warrants. The Warrant Agent shall not register any transfer of Private Warrants until 30 days after the consummation by the Company of an initial a Business Combination, except for transfers (i1) among the initial shareholders or to the initial shareholders’ or the Company’s officers, directors, consultants or their affiliates, (ii) to a holder’s shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide as gift to a member of the holdersuch person’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holdersuch person’s immediate family, in each case for estate planning purposesan affiliate of such person or to a charitable organization, (iv2) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or Mx. Xxxxxxxx or to any member(s) of the Sponsor or any of their affiliates, (3) by virtue of the laws of descent and distribution upon death, death of such person; (v4) pursuant to a qualified domestic relations order, (vi5) to any descendent of Txxxxx Xxxxxx, Exxx Xxxxxxx and Dxxxxx Xxxxxxxx, (6) through private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the Warrants were originally purchased, (7) in the event of the Company’s liquidation prior to consummation of the Company’s initial Business Combination, or (8) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, (viii) 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, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s prior written consent) clause 8) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee (each, a “Permitted Transferee”) or the trustee or legal guardian for such transferee agrees to be bound by the restrictions on transfer restrictions contained set forth in this section and any other applicable agreement the transferor is bound byPrivate Placement Warrants Purchase Agreement pursuant to which the original holder of the Private Warrants purchased such securities.

Private Warrants. The No Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until 30 days after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial shareholders stockholders or to the initial shareholdersstockholders’ or the Company’s officers, directors, consultants or their affiliates, (ii) to a holder’s shareholders stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally purchased, (viii) 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, share exchange or other similar transaction which results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s prior written consent) on the condition that prior to such registration for transfer, the applicable Warrant Agent shall be presented with written documentation pursuant to which each transferee (each, a “Permitted Transferee”) or the trustee or legal guardian for such transferee agrees to be bound by the transfer restrictions contained in this section terms of the Subscription Agreement and any other applicable agreement the transferor is bound by.