Common use of Share Consideration Clause in Contracts

Share Consideration. (a) In consideration for the agreements and acknowledgements of Tuscan and Sponsor hereunder, immediately prior to the consummation of a Triggering Event, XXX (or the surviving parent entity of Surf Air immediately prior to the consummation of the Triggering Event, or if no such entity, Surf Air, “Surf Parent”) shall issue to Tuscan 600,000 shares of Common Stock (or an equivalent number of shares of common equity of the Surf Parent, the “Termination Shares”). Notwithstanding anything herein to the contrary, if Surf Parent has not consummated a Triggering Event within three years from the Effective Date, this Section 3 shall cease to be of any further force or effect and Tuscan shall have no right to receive, and Surf Parent shall have no obligation to issue or pay, any Shares (as defined below) or any Cash Expense Reimbursement even if a Triggering Event is consummated after such date that is three years after the Effective Date. The Company shall use commercially reasonable efforts to include the Shares in the registration statement used in connection with the consummation of a Direct Listing, IPO or SPAC Transaction, as applicable, or any resale registration statement filed in connection with the consummation of any such transaction. For purposes hereof, a “Triggering Event” shall mean the consummation of any of the following (a) a direct listing of shares of common stock of XXX, par value $0.0001 per share (or the common equity of the Surf Parent, the “Common Stock”), for trading on a nationally recognized stock exchange (such national exchange on which the Common Stock is initially listed, the “National Exchange”) and registration pursuant to Section 12(b) of the Exchange Act (as defined in the Agreement) (a “Direct Listing”); (b) an initial public offering of shares of Common Stock for trading on a National Exchange and registration pursuant to Section 12(b) of the Exchange Act (an “IPO”); (c) a business combination involving a special purpose acquisition company and Surf Air or Surf Parent (a “SPAC Transaction”); or (d) any (i) share exchange, share purchase, consolidation, merger, reorganization or other business combination of Surf Air or Surf Parent, (ii) sale or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of Surf Air or Surf Parent and its subsidiaries, taken as a whole, to any person or entity other than one of Surf Air’s direct or indirect subsidiaries; provided, however, that a transaction described in clauses (i) or (ii) of this clause (d) in which the holders of Surf Air or Surf Parent’s outstanding capital shares immediately prior to such transaction own, directly or indirectly, more than 50% of all of the outstanding capital shares of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction shall not be a Triggering Event pursuant to clauses (i) or (ii) of this clause (d), or (iii) any purchase or issuance of Common Stock following which a person or “group” (within the meaning of Section 13(d) of the Exchange Act) of persons has direct or indirect beneficial ownership of securities (or rights convertible or exchangeable into securities) representing fifty percent (50%) or more of the voting power of or economic rights or interests in Surf Parent (any transaction contemplated by this clause (d), a “Sale Transaction”). Notwithstanding anything to the contrary, in no event shall any internal restructuring or reorganization by Surf Air or any of its subsidiaries for tax purposes constitute a Triggering Event. For purposes hereof, a “Going Public Transaction” shall mean the consummation of any of the transactions contemplated by clauses (a), (b) or (c) of the definition of Triggering Event.