Common use of Restrictions on Transfer; Shell Company Clause in Contracts

Restrictions on Transfer; Shell Company. Purchaser understands the Securities are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser understands the Securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Purchaser understands that the book-entries representing the Securities will contain a legend or notation in respect of such restrictions. If, in the future, Purchaser decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only pursuant to: (a) an effective registration statement under the Securities Act or (b) an exemption from registration available with respect to such sale. Purchaser agrees that if any transfer of its Securities or any interest therein is proposed to be made (other than transfers to affiliates), as a condition precedent to any such transfer, Purchaser may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or available exemption, Purchaser agrees not to resell the Securities. Purchaser further acknowledges that because the Company is a shell company, Rule 144 may not be available to Purchaser for the resale of the Securities until one year following consummation of the initial Business Combination, despite the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser The Subscriber understands the Forward Purchase Securities are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser The Subscriber understands the Forward Purchase Securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, Act and Purchaser the Subscriber understands that the book-entries any certificates representing the Forward Purchase Securities will contain a legend or notation in respect of such restrictions. If, If in the future, Purchaser future the Subscriber decides to offer, resell, pledge or otherwise transfer the Forward Purchase Securities, such Securities securities may be offered, resold, pledged or otherwise transferred only pursuant to: (ai) an effective registration statement under the Securities Act Act, or (bii) an available exemption from registration available with respect to such saleregistration. Purchaser The Subscriber agrees that if any transfer of its Forward Purchase Securities or any interest therein is proposed to be made (other than transfers to affiliates)made, as a condition precedent to any such transfer, Purchaser the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or available an exemption, Purchaser the Subscriber agrees not to resell the Forward Purchase Securities. Purchaser The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Purchaser the Subscriber for the resale of the Forward Purchase Securities until one (1) year following consummation of the initial Business Combination, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. The Purchaser understands the Securities are being offered in a transaction not involving a public offering within the meaning of the Securities Act. The Purchaser understands the Securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and the Purchaser understands that the certificates or book-entries representing the Securities will contain a legend or notation in respect of such restrictions. If, If in the future, future the Purchaser decides to offer, resell, pledge or otherwise transfer the Securities, such the Securities may be offered, resold, pledged or otherwise transferred only pursuant to: to (ai) an effective registration statement under the Securities Act or (bii) an available exemption from registration available with respect to such saleregistration. The Purchaser agrees that if any transfer of its the Securities or any interest therein is proposed to be made (other than transfers to affiliates)made, as a condition precedent to any such transfer, the Purchaser may be required to deliver to the Company an opinion of counsel customary representations reasonably satisfactory to the Company. Absent registration or another available exemptionexemption from registration, the Purchaser agrees not to resell the Securities. The Purchaser further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Purchaser for the resale of the Securities until one year following consummation of has elapsed from the initial Business Combinationtime that the Company has filed current Form 10-type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser The Subscriber understands the Securities Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser The Subscriber understands the Securities Shares will be “restricted securities” within the meaning of in Rule 144(a)(3) under the Securities Act, Act and Purchaser the Subscriber understands that the any certificates or book-entries representing the Securities Shares will contain a legend or notation in respect of such restrictions. If, If in the future, Purchaser future the Subscriber decides to offer, resell, pledge pledge, charge or otherwise transfer the SecuritiesShares, such Securities Shares may be offered, resold, pledged pledged, charged or otherwise transferred only pursuant to: (ai) an effective registration statement under the Securities Act Act, or (bii) an available exemption from registration available with respect to such saleregistration. Purchaser The Subscriber agrees that if any transfer of its Securities Shares or any interest therein is proposed to be made (other than transfers to affiliates)made, as a condition precedent to any such transfer, Purchaser may the Subscriber may, at the Company’s option, be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or available an exemption, Purchaser the Subscriber agrees not to resell offer, resell, pledge, charge or otherwise transfer the SecuritiesShares. Purchaser The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Purchaser the Subscriber for the resale of the Securities Shares until at least one year following consummation of the initial Business Combinationbusiness combination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser understands the Securities Subject Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser understands the Securities Subject Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Purchaser understands that the certificates or book-entries representing the Securities Subject Shares will contain a legend or notation in respect of such restrictions. If, If in the future, future the Purchaser decides to offer, resell, pledge or otherwise transfer the SecuritiesSubject Shares, such Securities Subject Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (ai) an effective registration statement under the Securities Act Act, or (bii) an available exemption from registration available with respect to such sale. registration; provided, that Purchaser agrees that if any transfer of its Securities Subject Shares or any interest therein is proposed to be made (other than transfers to affiliates)made, as a condition precedent to any such transfer, Purchaser may be required to deliver to the Company Seller an opinion of counsel satisfactory to the CompanySeller. Absent registration or available an exemption, the Purchaser agrees not to resell the SecuritiesSubject Shares. Purchaser further acknowledges that because the Company Seller is a shell company, Rule 144 may not be available to the Purchaser for the resale of the Securities Subject Shares until one year following consummation of the initial Business Combinationbusiness combination of the Seller, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser The Subscriber understands the Securities Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser The Subscriber understands the Securities Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, Act and Purchaser the Subscriber understands that the any certificates or book-entries representing the Securities Shares will contain a legend or notation in respect of such restrictions. If, If in the future, Purchaser future the Subscriber decides to offer, resell, charge, mortgage, pledge or otherwise transfer the SecuritiesShares, such Securities Shares may be offered, resold, charged, mortgaged, pledged or otherwise transferred only pursuant to: (ai) an effective registration statement under the Securities Act Act, or (bii) an available exemption from registration available with respect to such saleregistration. Purchaser The Subscriber agrees that if any transfer of its Securities Shares or any interest therein is proposed to be made (other than transfers to affiliates)made, as a condition precedent to any such transfer, Purchaser may the Subscriber may, at the Company’s option, be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or available an exemption, Purchaser the Subscriber agrees not to resell the SecuritiesShares. Purchaser The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Purchaser the Subscriber for the resale of the Securities Shares until at least one year following consummation of the initial Business Combinationbusiness combination of the Company (which may not occur), despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. The Purchaser understands the Securities Forward Purchase Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. The Purchaser understands the Securities Forward Purchase Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, Act and the Purchaser understands that the book-entries any certificates representing the Securities Forward Purchase Shares will contain a legend or notation in respect of such restrictions. If, If in the future, future the Purchaser decides to offer, resell, pledge or otherwise transfer the SecuritiesForward Purchase Shares, such Securities securities may be offered, resold, pledged or otherwise transferred only pursuant to: (aA) an effective registration statement under the Securities Act or (bB) an available exemption from registration available with respect to such saleregistration. The Purchaser agrees that if any transfer of its Securities Forward Purchase Shares or any interest therein is proposed to be made (other than transfers to affiliates)made, as a condition precedent to any such transfer, the Purchaser may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or available an exemption, the Purchaser agrees not to resell the SecuritiesForward Purchase Shares. The Purchaser further acknowledges that because the Company is a shell companycompany (i.e., a company with no or nominal operations and assets, other than cash or cash equivalents), Rule 144 may not be available to the Purchaser for the resale of the Securities Forward Purchase Shares until one (1) year following the filing of a Form 8-K announcing the consummation of the initial Business Combination, despite the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser Subscriber understands the Securities Class B Ordinary Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser Subscriber understands the Securities Class B Ordinary Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Purchaser Subscriber understands that the certificates or book-entries representing the Securities Class B Ordinary Shares will contain a legend or notation in respect of such restrictions. If, If in the future, Purchaser future the Subscriber decides to offer, resell, pledge or otherwise transfer the SecuritiesClass B Ordinary Shares, such Securities Class B Ordinary Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (ai) an effective registration statement under the Securities Act Act, or (bii) an available exemption from registration available with respect to such saleregistration. Purchaser Subscriber agrees that if any transfer of its Securities Class B Ordinary Shares or any interest therein is proposed to be made (other than transfers to affiliates)made, as a condition precedent to any such transfer, Purchaser Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or available an exemption, Purchaser the Subscriber agrees not to resell the SecuritiesClass B Ordinary Shares. Purchaser Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Purchaser the Subscriber for the resale of the Securities Class B Ordinary Shares until one year following consummation of the initial Business Combinationbusiness combination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser The Subscriber understands the Securities Additional Founder Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser The Subscriber understands the Securities Additional Founder Shares will be “restricted securities” within the meaning of as defined in Rule 144(a)(3) under the Securities Act, Act and Purchaser the Subscriber understands that the book-any certificate or book entries representing the Securities Additional Founder Shares will contain a legend or notation in respect of such restrictions. If, If in the future, Purchaser future the Subscriber decides to offer, resell, pledge or otherwise transfer the SecuritiesAdditional Founder Shares, such Securities Additional Founder Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (a) an effective registration statement under in accordance with the Securities Act or (b) an exemption from registration available with respect to such saleprovisions of Section 5 hereof. Purchaser The Subscriber agrees that if any transfer of its Securities Additional Founder Shares or any interest therein is proposed to be made (other than transfers to affiliates)made, as a condition precedent to any such transfer, Purchaser the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration under the Securities Act or available exemptionan exemption therefrom, Purchaser the Subscriber agrees not to resell the SecuritiesAdditional Founder Shares. Purchaser The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Purchaser the Subscriber for the resale of the Securities Additional Founder Shares until at least one year following consummation of the initial Business Combinationbusiness combination of the Company, despite technical compliance with the certain requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser understands the Securities are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser understands the Securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Purchaser understands that the certificates or book-entries representing the Securities will contain a legend or notation in respect of such restrictions. If, in the future, Purchaser decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only pursuant to: (ai) an effective registration statement under the Securities Act or (bii) an exemption from registration available with respect to such sale. Purchaser agrees that if any transfer of its Securities or any interest therein is proposed to be made (other than transfers to affiliates)made, as a condition precedent to any such transfer, Purchaser may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or available exemption, Purchaser agrees not to resell the Securities. Purchaser further acknowledges that because the Company is a shell company, Rule 144 may not be available to Purchaser for the resale of the Securities until one year following consummation of the initial Business Combinationbusiness combination of the Company, despite the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. The Purchaser understands the Securities Forward Purchase Units are being offered in a transaction not involving a public offering within the meaning of the Securities Act. The Purchaser understands the Securities Forward Purchase Units will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, Act and the Purchaser understands that the book-entries any certificates representing the Securities Forward Purchase Units will contain a legend or notation in respect of such restrictions. If, If in the future, future the Purchaser decides to offer, resell, pledge or otherwise transfer the SecuritiesForward Purchase Units, such Securities securities may be offered, resold, pledged or otherwise transferred only pursuant to: (aA) an effective registration statement under the Securities Act or (bB) an available exemption from registration available with respect to such saleregistration. The Purchaser agrees that if any transfer of its Securities Forward Purchase Units or any interest therein is proposed to be made (other than transfers to affiliates)made, as a condition precedent to any such transfer, the Purchaser may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or available an exemption, the Purchaser agrees not to resell the SecuritiesForward Purchase Units. The Purchaser further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Purchaser for the resale of the Securities Forward Purchase Units until one (1) year following the filing of a Form 8-K announcing the consummation of the initial Business Combination, despite the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser Subscriber understands the Securities and Founder Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser Subscriber understands the Securities and Founder Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, Act and Purchaser Subscriber understands that the book-entries any certificates representing the Securities and Founder Shares will contain a legend or notation in respect of such restrictions. If, If in the future, Purchaser future the Subscriber decides to offer, resell, pledge or otherwise transfer the SecuritiesSecurities or Founder Shares, such Securities securities may be offered, resold, pledged or otherwise transferred only pursuant to: (ai) an effective registration statement under the Securities Act Act, or (bii) an available exemption from registration available with respect to such saleregistration. Purchaser Subscriber agrees that if any transfer of its Securities or Founder Shares or any interest therein is proposed to be made (other than transfers to affiliates)made, as a condition precedent to any such transfer, Purchaser Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or available an exemption, Purchaser the Subscriber agrees not to resell the SecuritiesSecurities or Founder Shares. Purchaser Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Purchaser the Subscriber for the resale of the Securities or Founder Shares until one (1) year following consummation of the initial Business Combination, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser understands the Securities Founder Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser understands the Securities Founder Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Purchaser understands that the certificates or book-entries representing the Securities Founder Shares will contain a legend or notation in respect of such restrictions. If, If in the future, future the Purchaser decides to offer, resell, pledge or otherwise transfer the SecuritiesFounder Shares, such Securities Founder Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (ai) an effective registration statement under the Securities Act Act, or (bii) an available exemption from registration available with respect to such sale. registration; provided, that Purchaser agrees that if any transfer of its Securities Founder Shares or any interest therein is proposed to be made (other than transfers to affiliates)made, as a condition precedent to any such transfer, Purchaser may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or available an exemption, the Purchaser agrees not to resell the SecuritiesFounder Shares. Purchaser further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Purchaser for the resale of the Securities Founder Shares until one year following consummation of the initial Business Combinationbusiness combination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.