Common use of SPAC Warrants Clause in Contracts

SPAC Warrants. Pursuant to the terms of the Assignment and Assumption of Warrant Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of any holder each whole SPAC Warrant that is issued and outstanding immediately prior to the Effective Time shall be assumed by PubCo and will be converted into one PubCo Warrant, exercisable in accordance with the terms of the Assignment and Assumption of Warrant Agreement. At the Effective Time, the SPAC Warrants shall cease to be exercisable into SPAC Shares and shall automatically be exercisable only into PubCo Shares. Each of the PubCo Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Warrants, except they shall represent the right to acquire PubCo Shares in lieu of SPAC Shares. At or prior to the Effective Time, PubCo shall take all corporate actions necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the PubCo Warrants remain outstanding, a sufficient number of PubCo Shares for issuance upon the exercise of such PubCo Warrants.

SPAC Warrants. Pursuant to the terms of the Assignment Each outstanding (i) SPAC Public Warrant and Assumption of SPAC Forward Purchase Warrant Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of any holder each whole SPAC Warrant that is issued and outstanding immediately prior to the Effective Time shall be assumed by PubCo converted into the right to receive one Pubco Public Warrant and will (ii) each SPAC Private Warrant outstanding immediately prior to the Effective Time shall be converted into the right to receive one PubCo Pubco Private Warrant, exercisable in accordance with the terms of the Assignment and Assumption of Warrant Agreement. At the Effective Time, the all SPAC Warrants shall thereupon cease to be exercisable into SPAC Shares outstanding and shall automatically be exercisable only into PubCo Sharescanceled and retired and shall cease to exist. Each of the PubCo Pubco Public Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Public Warrants, and each of the Pubco Private Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Private Warrants, except that in each case they shall represent the right to acquire PubCo Pubco Ordinary Shares in lieu of SPAC Class A Ordinary Shares. At or prior to the Effective Time, PubCo Pubco shall take all corporate actions action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the PubCo Pubco Warrants remain outstanding, a sufficient number of PubCo Pubco Ordinary Shares for issuance delivery upon the exercise of such PubCo Pubco Warrants.

SPAC Warrants. Pursuant to the terms of the Assignment and Assumption of Each (i) SPAC Public Warrant Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of any holder each whole SPAC Warrant that is issued and outstanding immediately prior to the Merger Effective Time shall be assumed by PubCo and will be automatically converted into the right to receive one PubCo TopCo Public Warrant and (ii) SPAC Private Warrant outstanding immediately prior to the Merger Effective Time shall be automatically converted into the right to receive one TopCo Private Warrant, exercisable in accordance with the terms of the Assignment and Assumption of Warrant Agreement. At the Effective Time, the all SPAC Warrants shall thereupon cease to be exercisable into SPAC Shares outstanding and shall automatically be exercisable only into PubCo Sharescanceled and retired and shall cease to exist. Each of the PubCo TopCo Public Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Public Warrants, and each of the TopCo Private Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Private Warrants, except that in each case they shall represent the right to acquire PubCo TopCo Shares in lieu of shares of SPAC SharesCommon Stock and shall otherwise be amended in accordance with the provisions of the Warrant Agreement to (among other things) comply with the restrictions under applicable Law. At or prior to the Merger Effective Time, PubCo TopCo shall take all corporate actions action necessary to reserve maintain sufficient authority for future issuance, and shall maintain such reservation authority for so long as any of the PubCo TopCo Warrants remain outstanding, a sufficient number of PubCo TopCo Shares for issuance delivery upon the exercise of such PubCo TopCo Warrants.

SPAC Warrants. Pursuant to the terms of the Assignment and Assumption of Warrant Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of any holder each whole SPAC Warrant that is (i) Every issued and outstanding immediately prior to the Effective Time SPAC Public Warrant shall be assumed by PubCo converted automatically into the right of the holder thereof to receive one (1) Pubco Public Warrant, and will (ii) every issued and outstanding SPAC Private Warrant shall be converted automatically into one PubCo Warrant, exercisable in accordance with the terms right of the Assignment and Assumption of Warrant Agreementholder thereof to receive one (1) Pubco Private Warrant. At the SPAC Merger Effective Time, the SPAC Warrants shall cease to be exercisable into SPAC Shares outstanding and shall automatically be exercisable only into PubCo Sharescanceled and retired and shall cease to exist. Each of the PubCo Pubco Public Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Public Warrants, and each of the Pubco Private Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the SPAC Private Warrants, except that in each case they shall represent the right to acquire PubCo Shares in lieu of SPAC Pubco Ordinary Shares. At or prior to the SPAC Merger Effective Time, PubCo Pubco shall take all corporate actions necessary to reserve for future issuance, issuance and shall maintain such reservation for so long as any of the PubCo Pubco Warrants remain outstanding, a sufficient number of PubCo Pubco Ordinary Shares for issuance delivery upon the exercise of such PubCo Pubco Warrants.