Common use of Vesting Shares Clause in Contracts

Vesting Shares. (a) Effective as of, and contingent upon the Effective Time, upon receipt thereof, 1,000,000 Domesticated Parent Common Shares (the “Vesting Shares”) received by the Sponsor shall be deemed unvested and be irrevocably forfeited and surrendered to Parent for no consideration on the first (1st) Business Day following the expiration of the Earnout Period; provided, however: (i) 500,000 Vesting Shares shall be deemed to have vested and shall cease to be subject to forfeiture under this Section 6 upon the occurrence (or deemed occurrence pursuant to Section 4.7(c) of the Merger Agreement) of the Initial Milestone Event; and (ii) 500,000 Vesting Shares shall be deemed to have vested and shall cease to be subject to forfeiture under this Section 6 upon the occurrence (or deemed occurrence pursuant to Section 4.7(c) of the Merger Agreement) of the Final Milestone Event. (b) The registered holder(s) of any Vesting Shares that remain unvested as of any time prior to the expiration of the Earnout Period shall be entitled to all of the rights of ownership thereof, including the right to vote and receive dividends and other distributions in respect of such Vesting Shares. Notwithstanding the foregoing, to the extent that any dividends or other distributions are paid in cash in respect of any Vesting Shares that have not vested in accordance with Section 6(a), such dividends and distributions shall be set aside by and paid to the holder(s) thereof as promptly as reasonably practicable following the vesting of such Vesting Shares (if at all). (c) Following the Closing, the Sponsor shall not with respect to any of its Vesting Shares that remain unvested (i) sell, assign, transfer (including by operation of law), place a lien on, pledge, hypothecate, grant an option to purchase, distribute, dispose of such shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares or (iii) otherwise encumber enter into any contract, option or other arrangement or undertaking to do any of the foregoing. (d) Certificates or book entries representing unvested Vesting Shares shall bear a legend referencing that they are subject to forfeiture and restrictions on transfer pursuant to the provisions of this Agreement, and any transfer agent for Parent will be given appropriate stop transfer orders with respect to such unvested Vesting Shares. Upon vesting of the applicable Vesting Shares, Parent shall take all actions necessary to cause such legends to be removed. (e) In the event Parent shall at any time during the Earnout Period pay any dividend on Domesticated Parent Common Shares by the issuance of additional Domesticated Parent Common Shares, or effect a subdivision or combination or consolidation of the outstanding Domesticated Parent Common Shares (by reclassification or otherwise) into a greater or lesser number of Domesticated Parent Common Shares, then, in each such case, the number of Vesting Shares that remain unvested shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of Domesticated Parent Common Shares (including any other shares so reclassified as Domesticated Parent Common Shares) outstanding immediately after such event and the denominator of which is the number of Domesticated Parent Common Shares that were outstanding immediately prior to such event.

Vesting Shares. (a) Effective as of, and contingent upon the Merger Effective Time, upon receipt thereof, 1,000,000 Domesticated Parent Common 1,916,667 New PubCo Ordinary Shares (the “Vesting Shares”) received by the Sponsor at Closing shall be deemed unvested unvested; provided, however, that the Vesting Shares shall be deemed to have vested and shall cease to be subject to the restrictions and forfeiture provisions under this Section 6 upon the later of (i) the date that is one hundred eighty (180) days after the consummation of the Closing and (ii) the Volume Weighted Average Price of a New PubCo Ordinary Share equaling or exceeding $12.50 for 20 Trading Days within any 30 consecutive Trading Day period during the period of time following the Closing and ending on the five (5) year anniversary of the Closing Date (the “Specified Period”); provided, that if such shares have not vested prior to the expiration of the Specified Period then such shares shall be irrevocably forfeited and surrendered to Parent New PubCo for no consideration on the first (1st) Business Day following the expiration of the Specified Period. (b) In the event that after the Closing and prior to the expiration of the Specified Period, an Earnout Period; providedStrategic Transaction is consummated and the Vesting Shares have not otherwise vested pursuant to Section 6(a), howeverthen if the Per Share Value in such Earnout Strategic Transaction: (i) 500,000 equals or exceeds $12.50 per share, (A) the Vesting Shares shall be deemed to have vested and shall cease to be subject to the restrictions and forfeiture provisions under this Section 6 upon and (B) the occurrence (or deemed occurrence pursuant to Section 4.7(c) holders of the Merger Agreement) of the Initial Milestone EventVesting Shares shall be eligible to participate with respect thereto in such Earnout Strategic Transaction; andor (ii) 500,000 is less than $12.50 per share (A) the Vesting Shares shall be deemed irrevocably forfeited and surrendered to have vested New PubCo for no consideration and shall cease to be subject to forfeiture under this Section 6 upon (B) the occurrence (or deemed occurrence pursuant to Section 4.7(c) holders of the Merger Agreement) of the Final Milestone EventVesting Shares shall not be eligible to participate with respect thereto in such Earnout Strategic Transaction. (bc) Following the Closing, the Sponsor shall not Transfer any of its Vesting Shares so long as such shares remain unvested; provided, however, that Transfers of the Vesting Shares shall be permitted on the same terms and subject to the same conditions as set forth in Section 4(b) with respect to Transfers of Subject Securities. (d) The registered holder(s) of any Vesting Shares that remain unvested as of any time prior to the expiration of the Earnout Period shall be entitled to all of the rights of ownership thereof, including the right to vote and receive dividends and other distributions in respect of such Vesting Shares. Notwithstanding the foregoing, to the extent that any dividends or other distributions are paid in cash in respect of any Vesting Shares that have not vested in accordance with Section 6(a)6, such dividends and distributions shall be set aside by and paid to the holder(s) thereof as promptly as reasonably practicable following the vesting of such Vesting Shares (if at all). (ce) Following the Closing, the Sponsor shall not with respect to any New PubCo’s register of its Vesting Shares that remain unvested (i) sell, assign, transfer (including by operation of law), place a lien on, pledge, hypothecate, grant an option to purchase, distribute, dispose of such shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares or (iii) otherwise encumber enter into any contract, option or other arrangement or undertaking to do any of the foregoing. (d) Certificates members and all certificates or book entries representing unvested Vesting Shares shall bear a legend referencing that they such shares are subject to forfeiture and restrictions on transfer transfer, as applicable, pursuant to the provisions of this Agreement, and any transfer agent for Parent New PubCo will be given appropriate stop transfer orders with respect to such unvested Vesting Shares. Upon vesting of the applicable Vesting Shares, Parent New PubCo shall promptly take all actions necessary to cause such legends to be removed. (ef) In the event Parent shall If New PubCo shall, at any time during or from time to time, after the Earnout Period pay any dividend on Domesticated Parent Common Shares by the issuance date of additional Domesticated Parent Common Shares, or Closing effect a subdivision share split, share subdivision, split-up, reverse share split, share consolidation, share subdivision, share dividend or combination or consolidation of distribution affecting the outstanding Domesticated Parent Common Shares (by reclassification or otherwise) into a greater or lesser number of Domesticated Parent Common New PubCo Ordinary Shares, then, in each such case, the number of Vesting Shares that remain unvested and the $12.50 stock price targets set forth in Section 6, shall be equitably adjusted by multiplying for such amount by a fractionshare split, share subdivision, split-up, reverse share split, share consolidation, share subdivision, share dividend or distribution. Any adjustment under this Section 6(f) shall become effective at the numerator close of which is business on the number of Domesticated Parent Common Shares (including any other shares so reclassified as Domesticated Parent Common Shares) outstanding immediately after such event and date the denominator of which is the number of Domesticated Parent Common Shares that were outstanding immediately prior to such eventshare subdivision, share split, share dividend, reorganization, combination, recapitalization or similar transaction becomes effective.

Vesting Shares. (a) Effective as of, and contingent upon the Second Effective Time, upon receipt thereof, 1,000,000 Domesticated Parent Common 700,000 New PubCo Ordinary Shares (the “Vesting Shares”) received by the Sponsor shall be deemed unvested unvested; provided, however: (i) 400,000 Vesting Shares shall be deemed to have vested and shall cease to be subject to the restrictions and forfeiture provisions under this Section 6 if at any time following the Closing and prior to the five (5) year anniversary of the Closing (the “Specified Period”) the VWAP of the New PubCo Ordinary Shares is greater than or equal to $15.00 over any twenty (20) Trading Days within any consecutive thirty (30) Trading Day period; provided, that if such shares have not vested prior to the expiration of the Specified Period then such shares shall be irrevocably forfeited and surrendered to Parent New PubCo for no consideration on the first (1st) Business Day following the expiration of the Earnout Specified Period; provided, however:and (iii) 500,000 300,000 Vesting Shares shall be deemed to have vested and shall cease to be subject to the restrictions and forfeiture provisions under this Section 6 upon if at any time during the occurrence Specified Period the VWAP of the New PubCo Ordinary Shares is greater than or equal to $20.00 over any twenty (or deemed occurrence 20) Trading Days within any consecutive thirty (30) Trading Day period; provided, that if such shares have not vested prior to the expiration of the Specified Period then such shares shall be irrevocably forfeited and surrendered to New PubCo for no consideration on the first (1st) Business Day following the expiration of the Specified Period. (b) Notwithstanding anything to the contrary, in the event of a transaction that results in: (i) a Change of Control, then any unvested Vesting Shares that have not otherwise been previously forfeited pursuant to Section 4.7(c6(a) of the Merger Agreement) of the Initial Milestone Event; and (ii) 500,000 Vesting Shares shall be deemed to have vested and shall cease to be subject to the restrictions and applicable forfeiture provisions under this Section 6 upon effective as of immediately prior to the occurrence consummation of such transaction; or (ii) New PubCo Ordinary Shares being converted into the right to receive cash or other consideration having a value (in the case of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so provided, determined by the New PubCo Board in good faith) equal to or in excess of the VWAP of the New PubCo Ordinary Shares specified in Section 6(a) (an “Earn-Out Target”) that does not constitute a Change of Control, then the Vesting Shares subject to the applicable Earn-Out Target that have not been previously been deemed occurrence vested pursuant to Section 4.7(c6(a) shall be deemed to have vested and shall cease to be subject to the restrictions and forfeiture provisions under this Section 6 immediately prior to the consummation of the Merger Agreement) of the Final Milestone Eventsuch transaction. (bc) Following the Closing, the Sponsor shall not Transfer any of its Vesting Shares so long as such shares remain unvested; provided, however, that Transfers of the Vesting Shares are permitted: (i) in the case of an individual, (A) by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate family or an Affiliate of such Person, or to a charitable organization, (B) by virtue of laws of descent and distribution upon death of the individual, (C) pursuant to a qualified domestic relations order, (D) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust or (ii) in the case of an entity, to an Affiliate of such Person; provided, that, in the case of clauses (i) and (ii), these permitted transferees must enter into a written agreement with the Company and New PubCo following its incorporation agreeing to be bound by the applicable provisions of this Agreement. (d) The registered holder(s) of any Vesting Shares that remain unvested as of any time prior to the expiration of the Earnout Period shall be entitled to all of the rights of ownership thereof, including the right to vote and receive dividends and other distributions in respect of such Vesting Shares. Notwithstanding the foregoing, to the extent that any dividends or other distributions are paid in cash in respect of any Vesting Shares that have not vested in accordance with Section 6(a), such dividends and distributions shall be set aside by and paid to the holder(s) thereof as promptly as reasonably practicable following the vesting of such Vesting Shares (if at all). (ce) Following the Closing, the Sponsor shall not with respect to any New PubCo’s register of its Vesting Shares that remain unvested (i) sell, assign, transfer (including by operation of law), place a lien on, pledge, hypothecate, grant an option to purchase, distribute, dispose of such shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares or (iii) otherwise encumber enter into any contract, option or other arrangement or undertaking to do any of the foregoing. (d) Certificates members and all certificates or book entries representing unvested Vesting Shares shall bear a legend referencing that they are subject to forfeiture and restrictions on transfer transfer, as applicable, pursuant to the provisions of this Agreement, and any transfer agent for Parent New PubCo will be given appropriate stop transfer orders with respect to such unvested Vesting Shares. Upon vesting of the applicable Vesting Shares, Parent New PubCo shall promptly take all actions necessary to cause such legends to be removed. (ef) In The Earn-Out Targets and the event Parent shall at any time during the Earnout Period pay any dividend on Domesticated Parent Common Shares by the issuance of additional Domesticated Parent Common Vesting Shares, or effect a subdivision or combination or consolidation of the outstanding Domesticated Parent Common Shares (by reclassification or otherwise) into a greater or lesser number of Domesticated Parent Common Shares, then, in each until such case, the number of time as such Vesting Shares that remain unvested have been forfeited or have otherwise vested pursuant to this Section 6, shall be equitably adjusted by multiplying such amount by a fractionfor (other than with respect to the Transactions) any share split, the numerator division or subdivision of which is the number of Domesticated Parent Common Shares shares, share dividend or distribution (including any dividend or distribution of securities convertible into New PubCo Ordinary Shares), reorganization, combination, exchange of shares, reverse share split, consolidation of shares, reclassification, recapitalization or other shares so reclassified as Domesticated Parent Common Shareslike change affecting (i) outstanding immediately after such event and the denominator of which is the number of Domesticated Parent Common SPAC Class B Ordinary Shares that were outstanding until immediately prior to such eventthe First Effective Time and (ii) the New PubCo Ordinary Shares after the First Effective Time. (g) This Section 6 shall be void and of no force and effect if the Business Combination Agreement shall be terminated in accordance with its terms.