Common use of Sponsor Class B Share Lock-up Clause in Contracts

Sponsor Class B Share Lock-up. The Sponsor agrees that it shall not, and shall cause its affiliates and permitted transferees not to, Transfer any Class B Shares or Class A Shares into which such Class B Shares are convertible (the “Sponsor Shares”) until the earlier of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property (the “Sponsor Share Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Sponsor Shares (and the Class A Shares into which the Sponsor Shares are convertible) shall be released from the lockup referred to in this Section 7(a).. Notwithstanding the foregoing, the Sponsor, its affiliates and its and their permitted transferees will be permitted to Transfer the Sponsor Shares in accordance with clauses (i) through (viii) of Section 6(a) of this Agreement (applied mutatis mutandis), subject to the requirement that in the cases of clauses (i) through (vi) of Section 6(a), these permitted transferees must enter into a written agreement agreeing to be bound by the transfer restrictions set forth in Section 7(a) of this Agreement.

Sponsor Class B Share Lock-up. The Sponsor agrees that, without the prior written consent of Forward Contract Parties that it have committed to purchase more than 50% of the Total Forward Purchase Shares, the Sponsor shall not, and shall cause its controlled affiliates or any Sponsor-Affiliate (as defined below) and their permitted transferees not to, Transfer any Class B Shares or Class A Shares into which such Class B Shares are convertible (or, following a Business Combination, any shares of common stock or other equity security into which the Class A Shares are convertible or reclassified) (the “Sponsor Shares”) until the earlier third anniversary of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property (the “Sponsor Share Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Sponsor Shares (and the Class A Shares into which the Sponsor Shares are convertible) shall be released from the lockup referred to in this Section 7(a).. . Notwithstanding the foregoing, the Sponsor, its affiliates and its affiliates, any Sponsor-Affiliate and their permitted transferees will be permitted to Transfer the Sponsor Shares in accordance with clauses (i) through (viii) of the exceptions set forth in Section 6(a) of this Agreement (applied mutatis mutandis), subject to the requirement proviso thereof that in the cases case of clauses (i) through (vi) and clauses (viii) through (xi) of Section 6(a), these the permitted transferees must enter into a written agreement agreeing to be bound by the transfer restrictions set forth specified therein). Solely for purposes of the second sentence of this Section 7(b), references in Section 7(a6(a) to the Purchaser shall be deemed to refer to the Sponsor, its affiliates, any Sponsor-Affiliate and their permitted transferees, mutatis mutandis. In addition, the foregoing restrictions in this Section 7(b) shall not apply to: (i) (A) Transfers by the Sponsor to any of its employees, officers or directors and (B) Transfers by any employee, officer or director of the Sponsor (other than Oxxx X. Xxxxx) or such person’s permitted transferees, in one or more transactions, of up to 20.0% of the Sponsor Shares beneficially owned by such person immediately following the Business Combination Closing; (ii) Transfers by the Sponsor, any of its controlled affiliates, any Sponsor-Affiliate or any of their permitted transferees of (A) up to 50.0% of their Sponsor Shares, in one or more Transfers, following any thirty (30) consecutive trading day period after the Business Combination Closing during which the MOI Ratio (as defined below) is equal to or exceeds 1.5 to 1.0 for each trading day during such period; and (B) up to 100.0% of their Sponsor Shares, in one or more Transfers, following any thirty (30) consecutive trading day period after the Business Combination Closing during which the MOI Ratio (as defined below) is equal to or exceeds 2.0 to 1.0 for each trading day during such period. For purposes of this Section 7(b)(ii), the “MOI Ratio” for any trading day is equal to the ratio of (A) the aggregate market value, based on the closing trading price of the Class A Shares (or any shares of common stock or other equity security into which the Class A Shares are convertible or reclassified) on such trading day, of the number of Class A Shares, Class B Shares, Class C Shares and Warrants initially issued by the Company to the Forward Contract Parties pursuant to this Agreement, the Private Placement Warrant Agreement and the Warrant Agreement, as applicable, to (B) the total dollar amount contributed by the Forward Contract Parties to the capital of the Company in connection with this Agreement, the Private Placement Warrant Agreement and the Warrant Agreement; (iii) Transfers by the Sponsor, any of its controlled affiliates, any Sponsor-Affiliate or any of their permitted transferees on or after the date that the Forward Contract Parties collectively beneficially own (on an as-converted basis) less than 50% of the total number of Class A Shares collectively beneficially owned by the Forward Contract Parties immediately following the Business Combination Closing.

Sponsor Class B Share Lock-up. The Sponsor agrees that, without the prior written consent of Forward Contract Parties that it have committed to purchase more than 50% of the Total Forward Purchase Shares, the Sponsor shall not, and shall cause its controlled affiliates or any Sponsor-Affiliate (as defined below) and their permitted transferees not to, Transfer any Class B Shares or Class A Shares and/or Class C Shares into which such Class B Shares are convertible (or, following a Business Combination, any shares of common stock or other equity security into which the Class A Shares are convertible or reclassified) (the “Sponsor Shares”) until the earlier third anniversary of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property (the “Sponsor Share Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Sponsor Shares (and the Class A Shares into which the Sponsor Shares are convertible) shall be released from the lockup referred to in this Section 7(a).. . Notwithstanding the foregoing, the Sponsor, its affiliates and its affiliates, any Sponsor-Affiliate and their permitted transferees will be permitted to Transfer the Sponsor Shares in accordance with clauses (i) through (viii) of the exceptions set forth in Section 6(a) of this Agreement (applied mutatis mutandis), subject to the requirement proviso thereof that in the cases case of clauses (i) through (vi) and clauses (viii) through (xi) of Section 6(a), these the permitted transferees must enter into a written agreement agreeing to be bound by the transfer restrictions set forth specified therein). Solely for purposes of the second sentence of this Section 7(b), references in Section 7(a6(a) to the Purchaser shall be deemed to refer to the Sponsor, its affiliates, any Sponsor-Affiliate and their permitted transferees, mutatis mutandis. In addition, the foregoing restrictions in this Section 7(b) shall not apply to: (i) (A) Transfers by the Sponsor to any of its employees, officers or directors and (B) Transfers by any employee, officer or director of the Sponsor (other than Xxxx X. Xxxxx) or such person’s permitted transferees, in one or more transactions, of up to 20.0% of the Sponsor Shares beneficially owned by such person immediately following the Business Combination Closing; (ii) Transfers by the Sponsor, any of its controlled affiliates, any Sponsor-Affiliate or any of their permitted transferees of (A) up to 50.0% of their Sponsor Shares, in one or more Transfers, following any thirty (30) consecutive trading day period after the Business Combination Closing during which the MOI Ratio (as defined below) is equal to or exceeds 1.5 to 1.0 for each trading day during such period; and (B) up to 100.0% of their Sponsor Shares, in one or more Transfers, following any thirty (30) consecutive trading day period after the Business Combination Closing during which the MOI Ratio (as defined below) is equal to or exceeds 2.0 to 1.0 for each trading day during such period. For purposes of this Section 7(b)(ii), the “MOI Ratio” for any trading day is equal to the ratio of (A) the aggregate market value, based on the closing trading price of the Class A Shares (or any shares of common stock or other equity security into which the Class A Shares are convertible or reclassified) on such trading day, of the number of Class A Shares, Class B Shares, Class C Shares and Warrants initially issued by the Company to the Forward Contract Parties pursuant to this Agreement, the Private Placement Warrant Agreement and the Warrant Agreement, as applicable, to (B) the total dollar amount contributed by the Forward Contract Parties to the capital of the Company in connection with this Agreement, the Private Placement Warrant Agreement and the Warrant Agreement; (iii) Transfers by the Sponsor, any of its controlled affiliates, any Sponsor-Affiliate or any of their permitted transferees on or after the date that the Forward Contract Parties collectively beneficially own (on an as-converted basis) less than 50% of the total number of Class A Shares collectively beneficially owned by the Forward Contract Parties immediately following the Business Combination Closing.

Sponsor Class B Share Lock-up. The Sponsor agrees that, without the prior written consent of Forward Contract Parties that it have committed to purchase more than 50% of the Total Forward Purchase Shares, the Sponsor shall not, and shall cause its controlled affiliates or any Sponsor-Affiliate (as defined below) and their permitted transferees not to, Transfer any Class B Shares or Class A Shares into which such Class B Shares are convertible (or, following a Business Combination, any shares of common stock or other equity security into which the Class A Shares are convertible or reclassified) (the “Sponsor Shares”) until the earlier third anniversary of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property (the “Sponsor Share Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Sponsor Shares (and the Class A Shares into which the Sponsor Shares are convertible) shall be released from the lockup referred to in this Section 7(a).. . Notwithstanding the foregoing, the Sponsor, its affiliates and its affiliates, any Sponsor-Affiliate and their permitted transferees will be permitted to Transfer the Sponsor Shares in accordance with clauses (i) through (viii) of the exceptions set forth in Section 6(a) of this Agreement (applied mutatis mutandis), subject to the requirement proviso thereof that in the cases case of clauses (i) through (vi) and clauses (viii) through (xi) of Section 6(a), these the permitted transferees must enter into a written agreement agreeing to be bound by the transfer restrictions set forth specified therein). Solely for purposes of the second sentence of this Section 7(b), references in Section 7(a6(a) to the Purchaser shall be deemed to refer to the Sponsor, its affiliates, any Sponsor-Affiliate and their permitted transferees, mutatis mutandis. In addition, the foregoing restrictions in this Section 7(b) shall not apply to: (i) (A) Transfers by the Sponsor to any of its employees, officers or directors and (B) Transfers by any employee, officer or director of the Sponsor (other than Xxxx X. Xxxxx) or such person’s permitted transferees, in one or more transactions, of up to 20.0% of the Sponsor Shares beneficially owned by such person immediately following the Business Combination Closing; (ii) Transfers by the Sponsor, any of its controlled affiliates, any Sponsor-Affiliate or any of their permitted transferees of (A) up to 50.0% of their Sponsor Shares, in one or more Transfers, following any thirty (30) consecutive trading day period after the Business Combination Closing during which the MOI Ratio (as defined below) is equal to or exceeds 1.5 to 1.0 for each trading day during such period; and (B) up to 100.0% of their Sponsor Shares, in one or more Transfers, following any thirty (30) consecutive trading day period after the Business Combination Closing during which the MOI Ratio (as defined below) is equal to or exceeds 2.0 to 1.0 for each trading day during such period. For purposes of this Section 7(b)(ii), the “MOI Ratio” for any trading day is equal to the ratio of (A) the aggregate market value, based on the closing trading price of the Class A Shares (or any shares of common stock or other equity security into which the Class A Shares are convertible or reclassified) on such trading day, of the number of Class A Shares, Class B Shares, Class C Shares and Warrants initially issued by the Company to the Forward Contract Parties pursuant to this Agreement, the Private Placement Warrant Agreement and the Warrant Agreement, as applicable, to (B) the total dollar amount contributed by the Forward Contract Parties to the capital of the Company in connection with this Agreement, the Private Placement Warrant Agreement and the Warrant Agreement; (iii) Transfers by the Sponsor, any of its controlled affiliates, any Sponsor-Affiliate or any of their permitted transferees on or after the date that the Forward Contract Parties collectively beneficially own (on an as-converted basis) less than 50% of the total number of Class A Shares collectively beneficially owned by the Forward Contract Parties immediately following the Business Combination Closing.