RELEVANT SHARES Clause Samples

RELEVANT SHARES. (i) Each Covenantor is the sole legal and beneficial owner of, and has good and valid title to, the IU Shares as set out against its name in Schedule 1; (ii) each Covenantor or any of its Affiliates is or will be the beneficial owner of, and has or will have good and valid title to, the other Relevant Shares as from the date on which such Relevant Shares are acquired; (iii) each Covenantor has the right to exercise all voting and other rights over the IU Shares; and (iv) save as set out in Schedule 1, neither the Covenantors, nor any of their respective Affiliates is interested in any other securities of the Company, or has any rights to subscribe, purchase or otherwise acquire any securities of the Company. 2.2 The Relevant Shares have been validly allotted, issued and are fully paid or credited as fully paid and listing approval has been obtained from the Stock Exchange and not withdrawn for the Relevant Shares. Immediately prior to Settlement, the Relevant Shares are free and clear of any mortgage, charge, security interest, third party’s rights, restriction, lien or Encumbrance of any kind whatsoever, or an agreement, arrangement or obligation to create any of the foregoing.

RELEVANT SHARES. (i) The Covenantor is the sole legal and beneficial owner of, and has good and valid title to, the IU Shares as set out against its name in Schedule 1; (ii) the Covenantor or any of its Affiliates is or will be the beneficial owner of, and has or will have good and valid title to, the other Relevant Shares as from the date on which such Relevant Shares are acquired; (iii) the Covenantor has the right to exercise all voting and other rights over the IU Shares; and (iv) save as set out in Schedule 1, neither the Covenantor, nor any of its Affiliates is interested in any other securities of the Company, or has any rights to subscribe, purchase or otherwise acquire any securities of the Company. 2.2 The Relevant Shares have been validly allotted, issued and are fully paid or credited as fully paid, and the Relevant Shares are free and clear of any mortgage, charge, security interest, third party’s rights, restriction, lien or Encumbrance of any kind whatsoever, or an agreement, arrangement or obligation to create any of the foregoing. Submission Proof (6): 3 September 2021 (1) SALE AND PURCHASE AGREEMENT (2) POSSIBLE MANDATORY CONDITIONAL CASH OFFERS BY ▇▇▇▇▇▇▇ ▇▇▇▇▇ (ASIA PACIFIC) LIMITED

RELEVANT SHARES. (a) The Parties acknowledge that, after the sale and purchase set forth in Section 1 of this Agreement, Sponsor will retain 600,000 Class B Shares (the “Retained Shares,” and collectively with any Earnout Shares granted under Section 3(b) below, the “Relevant Shares”). Sponsor agrees that, to the extent that, in connection with SPAC’s initial Business Combination, the Acquirer agrees to forfeit, cancel, transfer, defer, amend or waive the terms of, or subject to earnout or lock-up or any other restriction (each, a “Restriction”) all or a portion of the Transferred Securities, Sponsor shall subject all of the Relevant Shares to the same Restriction, pro rata, based on the number of the Relevant Shares out of the total number of Class B Shares; provided, that if the Acquirer enters into any agreement that gives it the right, on an absolute or contingent basis, to earn back or restore the value or original terms of the Class B Shares that were the subject of any such Restriction, Sponsor shall be provided the same rights on a pro rata basis. In the event that Acquirer receives any economic benefit in exchange for its agreement to any Restriction or the amount of Class B Shares subject to such Restriction, the value of such benefit shall be taken into account with respect to the amount of Relevant Shares subject to such Restriction, with the intent of the Parties being that Sponsor shares in the benefits of the Business Combination with Acquirer on a pro rata basis. In addition, in connection with SPAC’s initial Business Combination, Sponsor shall enter into any voting support agreement, lock-up agreement, registration rights agreement or other similar agreement that SPAC and Acquirer enter into on the same terms as the Acquirer. If Sponsor fails to comply with the foregoing agreements, Sponsor hereby irrevocably appoint Acquirer as his or its attorney in fact to execute and deliver any and all agreements and instruments necessary to effectuate such agreements. Sponsor agrees that it shall not transfer any Relevant Shares until the closing of SPAC’s initial Business Combination. (b) The Parties further agree that after the Closing, to the extent that the Acquirer transfers any Class B Shares (such shares, “Committed Shares”) for the purpose of securing further extension of the period of time that SPAC can consummate its initial Business Combination (such extension, the “Further Extension”), or reducing the number of holder of Class A Shares electing to exercis...

RELEVANT SHARES. Reorganization............................................................

RELEVANT SHARES. The Employee hereby appoints the Company (acting by any of its directors or officers from time to time) as his or her agent to execute any joint election required to be entered into under this Section in the name and on behalf of the Employee.