Common use of Transfer and Other Restrictions Clause in Contracts

Transfer and Other Restrictions. Each Representative hereby agrees (i) to waive its redemption rights with respect to the Representatives’ Shares in connection with the completion of the initial Business Combination (ii) waive its redemption rights with respect to the Representatives’ Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Securities if the Company does not complete its initial Business Combination within the time specified in its certificate of incorporation or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) to waive its rights to liquidating distributions from the trust account with respect to the Representative’s Shares if the Company fails to complete the initial Business Combination within the time specified in its certificate of incorporation. The Representatives will not sell, transfer, assign, pledge or hypothecate the Representatives’ Shares, or cause the Representatives’ Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representatives’ Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) beginning on the date of commencement of sales of the Offering to anyone other than (i) the Representatives or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any such underwriter or selected dealer. Thereafter, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The Representatives further agree to vote in favor of any initial Business Combination presented to the Company’s stockholders.

Transfer and Other Restrictions. Each The Representative hereby agrees (i) to waive its redemption rights with respect to the Representatives’ Shares Representative’s Securities in connection with the completion of the initial Business Combination (ii) waive its redemption rights with respect to the Representatives’ Shares Representative’s Securities in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Securities public shares if the Company does not complete its initial Business Combination within the time specified in its certificate of incorporation or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination Business Combination activity and (iii) to waive its rights to liquidating distributions from the trust account with respect to the Representative’s Shares Securities if the Company fails to complete the initial Business Combination within the time specified in its certificate of incorporation. The Representatives Representative will not sell, transfer, assign, pledge or hypothecate the Representatives’ SharesRepresentative’s Securities, or cause the Representatives’ Shares Representative’s Securities to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representatives’ Shares Representative’s Securities by any person, for a period of 180 time ending 360 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) beginning on following the date of commencement of sales of the Offering Effective Date to anyone other than (i) the Representatives Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives Representative or of any such underwriter or selected dealer. Thereafter, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The Representatives Representative further agree agrees to vote in favor of any initial Business Combination presented to the Company’s stockholders.

Transfer and Other Restrictions. Each The Representative hereby agrees (i) to waive its redemption rights with respect to the Representatives’ Representative’s Shares in connection with the completion of the initial Business Combination (ii) waive its redemption rights with respect to the Representatives’ Representative’s Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Securities public shares if the Company does not complete its initial Business Combination within the time specified in its certificate of incorporation or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) to waive its rights to liquidating distributions from the trust account with respect to the Representative’s Shares if the Company fails to complete the initial Business Combination within the time specified in its certificate of incorporation. The Representatives Representative will not sell, transfer, assign, pledge or hypothecate the Representatives’ Representative’s Shares, or cause the Representatives’ Representative’s Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representatives’ Shares by any person, for a period of time ending on the later of thirty days after the completion of the initial Business Combination and 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) beginning on following the date of commencement of sales of the Offering Effective Date to anyone other than (i) the Representatives Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives Representative or of any such underwriter or selected dealer. Thereafter, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The Representatives Representative further agree to vote in favor of any initial Business Combination presented to the Company’s stockholders.

Transfer and Other Restrictions. Each The Representative hereby agrees (i) to waive its redemption rights with respect to the Representatives’ Shares Representative’s Securities in connection with the completion of the initial Business Combination (ii) waive its redemption rights with respect to the Representatives’ Shares Representative’s Securities in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Securities public shares if the Company does not complete its initial Business Combination within the time specified in its certificate of incorporation or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination Business Combination activity and (iii) to waive its rights to liquidating distributions from the trust account with respect to the Representative’s Shares Securities if the Company fails to complete the initial Business Combination within the time specified in its certificate of incorporation. The Representatives Representative will not sell, transfer, assign, pledge or hypothecate the Representatives’ SharesRepresentative’s Securities, or cause the Representatives’ Shares Representative’s Securities to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representatives’ Shares Representative’s Securities by any person, for a period of time ending on the later of thirty (30) days after the completion of the initial Business Combination and 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) beginning on following the date of commencement of sales of the Offering Effective Date to anyone other than (i) the Representatives Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives Representative or of any such underwriter or selected dealer. Thereafter, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The Representatives Representative further agree agrees to vote in favor of any initial Business Combination presented to the Company’s stockholders.

Transfer and Other Restrictions. Each The Representative hereby agrees (i) to waive its redemption rights with respect to the Representatives’ Representative’s Shares in connection with the completion of the initial Business Combination (ii) waive its redemption rights with respect to the Representatives’ Representative’s Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Securities public shares if the Company does not complete its initial Business Combination business combination within 18 months from the time specified in its certificate closing of incorporation the Offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) to waive its rights to liquidating distributions from the trust account with respect to the Representative’s Shares if the Company fails to complete the initial Business Combination within 18 months from the time specified in its certificate closing of incorporationthe Offering. The Representatives Representative will not sell, transfer, assign, pledge or hypothecate the Representatives’ SharesRepresentative’s Securities, or cause the Representatives’ Shares Representative’s Securities to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representatives’ Shares by any person, for a period of time ending on the later of thirty days after the completion of the initial Business Combination and 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) beginning on following the date of commencement of sales of the Offering Effective Date to anyone other than (i) the Representatives Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives Representative or of any such underwriter or selected dealer. Thereafter, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The Representatives Representative further agree to vote in favor of any initial Business Combination presented to the Company’s stockholders.

Transfer and Other Restrictions. Each The Representative hereby agrees (i) to waive its redemption rights with respect to the Representatives’ Shares Representative’s Securities in connection with the completion of the initial Business Combination (ii) waive its redemption rights with respect to the Representatives’ Shares Representative’s Securities in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Securities public shares if the Company does not complete its initial Business Combination within the time specified in its certificate of incorporation or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination Business Combination activity and (iii) to waive its rights to liquidating distributions from the trust account with respect to the Representative’s Shares Securities if the Company fails to complete the initial Business Combination within the time specified in its certificate of incorporation. The Representatives Representative will not sell, transfer, assign, pledge or hypothecate the Representatives’ SharesRepresentative’s Securities, or cause the Representatives’ Shares Representative’s Securities to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representatives’ Shares Representative’s Securities by any person, for a period of time ending 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) beginning on following the date of commencement of sales of the Offering Effective Date to anyone other than (i) the Representatives Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives Representative or of any such underwriter or selected dealer. Thereafter, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The Representatives Representative further agree agrees to vote in favor of any initial Business Combination presented to the Company’s stockholders.

Transfer and Other Restrictions. Each The Representative hereby agrees to (i) to waive its redemption rights with respect to the Representatives’ Shares in connection with the completion of the initial Business Combination (iia) waive its redemption rights with respect to the Representatives’ Representative Shares in connection with the completion of the Business Combination, (b) waive its redemption rights with respect to the Representative Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate articles of incorporation (Ai) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Securities public shares if the Company does not complete its initial Business Combination within the time specified in its certificate articles of incorporation or (Bii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iiic) to waive its rights to liquidating distributions from the trust account Trust Account with respect to the Representative’s Representative Shares if the Company fails to complete the initial Business Combination within 18 months from the time specified Closing Date or such later date as may be approved by the Company’s stockholders in its certificate accordance with the Company’s amended and restated articles of incorporation. The Representatives Representative agrees by its acceptance of the Representative Shares that for a period of 180 days following the Effective Date it will not sell, transfer, assign, pledge or hypothecate the Representatives’ SharesRepresentative Shares to anyone other than an underwriter or a selected dealer participating in the Offering, or an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or selected dealer, or cause the Representatives’ Representative Shares to be the subject of any hedging, short sale, derivative, put, put or call transaction transaction, that would result in the effective economic disposition of the Representatives’ Shares by any personRepresentative Shares, for a period of 180 days except as permitted in Financial Industry Regulatory Authority (pursuant to “FINRA”) Rule 5110(e)(1) of the Conduct Rules of FINRA) beginning on the date of commencement of sales of the Offering to anyone other than (i) the Representatives or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any such underwriter or selected dealer. Thereafter, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The Representatives further agree to vote in favor of any initial Business Combination presented to the Company’s stockholders5110(e)(2).

Transfer and Other Restrictions. Each The Representative and the Co-Manager hereby agrees agree to (ia) to waive its their redemption rights with respect to the Representatives’ Representative Shares in connection with the completion of the initial Business Combination Combination, (iib) waive its their redemption rights with respect to the Representatives’ Representative Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (Ai) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Securities public shares if the Company does not complete its initial Business Combination within the time specified in its certificate of incorporation or (Bii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iiic) to waive its their rights to liquidating distributions from the trust account Trust Account with respect to the Representative’s Representative Shares if the Company fails to complete the initial Business Combination within 18 months from the time specified in its certificate of incorporationClosing Date. The Representatives Representative and the Co-Manager agree by their acceptance of the Representative Shares, that they will not not: (a) sell, transfer, assign, pledge or hypothecate the Representatives’ SharesRepresentative Shares for a period of 180 days following the Effective Date to anyone other than (i) an underwriter or a selected dealer participating in the Offering, or (ii) an officer, partner, registered person, or affiliate of the Representative or the Co-Manager or of any such underwriter or selected dealer, in each case in accordance with Financial Industry Regulatory Authority (“FINRA”) Conduct Rule 5110(e)(1), and (b) cause the Representatives’ Representative Shares to be the subject of any hedging, short sale, derivative, put, put or call transaction transaction, for a period of 180 days following the Effective Date, that would result in the effective economic disposition of the Representatives’ Shares by any personRepresentative Shares, except as provided for a period of 180 days (pursuant to in FINRA Rule 5110(e)(1) of the Conduct Rules of FINRA) beginning on the date of commencement of sales of the Offering to anyone other than (i) the Representatives or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any such underwriter or selected dealer. Thereafter, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The Representatives further agree to vote in favor of any initial Business Combination presented to the Company’s stockholders5110(e)(2).

Transfer and Other Restrictions. Each The Representative hereby agrees (i) to waive its redemption rights with respect to the Representatives’ Representative’s Shares in connection with the completion of the initial Business Combination Combination, (ii) waive its redemption rights with respect to the Representatives’ Representative’s Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Securities public shares if the Company does not complete its initial Business Combination within the time specified in its certificate of incorporation or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) to waive its rights to liquidating distributions from the trust account with respect to the Representative’s Shares if the Company fails to complete the initial Business Combination within the time specified in its certificate of incorporation. The Representatives Representative will not sell, transfer, assign, pledge or hypothecate the Representatives’ Representative’s Shares, or cause the Representatives’ Representative’s Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representatives’ Representative’s Shares by any person, for a period of time ending on the later of thirty days after the completion of the initial Business Combination and 180 days (pursuant to FINRA Rule 5110(e)(1) of ) following the Conduct Rules of FINRA) beginning on the date of commencement of sales of the Offering Effective Date to anyone other than (i) the Representatives Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide an officer or partner partner, registered person or affiliate of the Representatives Representative or of any such underwriter or selected dealer. Thereafter, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The Representatives Representative further agree to vote in favor of any initial Business Combination presented to the Company’s stockholders.

Transfer and Other Restrictions. Each Representative hereby agrees (i) to waive its redemption rights with respect to the Representatives’ Shares in connection with the completion of the initial Business Combination (ii) waive its redemption rights with respect to the Representatives’ Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Securities if the Company does not complete its initial Business Combination within the time specified in its certificate of incorporation or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) to waive its rights to liquidating distributions from the trust account with respect to the Representative’s Shares if the Company fails to complete the initial Business Combination within the time specified in its certificate of incorporation. The Representatives will not sell, transfer, assign, pledge or hypothecate the Representatives’ Shares, or cause the Representatives’ Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representatives’ Shares by any person, for a period of time ending on the later of thirty days after the completion of the initial Business Combination and 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) beginning on following the date of commencement of sales of the Offering Effective Date to anyone other than (i) the Representatives or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any such underwriter or selected dealer. Thereafter, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The Representatives further agree to vote in favor of any initial Business Combination presented to the Company’s stockholders.

Transfer and Other Restrictions. Each The Representative hereby agrees (i) to waive its redemption rights with respect to the Representatives’ Shares Representative’s Securities in connection with the toe completion of the initial Business Combination (ii) waive its redemption rights with respect to the Representatives’ Shares toe Representative’s Securities in connection with a stockholder vote to approve an amendment to the toe Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Securities public shares if the Company does not complete its initial Business Combination within the toe time specified in its certificate of incorporation or (B) with B)with respect to any other provision relating to stockholders’ rights or pre-initial business combination Business Combination activity and (iii) to waive its rights to liquidating distributions from the trust account with respect to the Representative’s Shares if the Company fails to complete the initial Business Combination within the time specified in its certificate of incorporation. The Representatives Representative will not sell, transfer, assign, pledge or hypothecate the Representatives’ SharesRepresentative’s Securities, or cause the Representatives’ Shares toe Representative’s Securities to be the toe subject of any hedging, short sale, derivative, put, or call transaction that would result in the toe effective economic disposition of the Representatives’ Shares toe Representative’s Securities by any person, for a period of 180 time ending 360 days (pursuant to Rule 5110(e)(1) of the toe Conduct Rules of FINRA) beginning on following the date of commencement of sales of the Offering Effective Date to anyone other than (i) the Representatives toe Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives toe Representative or of any such underwriter or selected dealer. Thereafter, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The Representatives Representative further agree agrees to vote in favor of any initial Business Combination presented to the Company’s stockholders.