(f) Governing Document shall mean (i) prior to a Domestication, the Companys amended and restated memorandum and articles of association, as the same may be amended from time to time, and (ii) upon and following a Domestication, its certificate of incorporation and bylaws, as the same may be amended from time to time.
(g) Ordinary Shares shall mean the Class A ordinary shares of the Company, par value $0.0001 per share.
(h) Shares shall mean, collectively, Ordinary Shares, shares of Common Stock and Class B Shares, as applicable.
(i) Trust Account shall mean the trust fund into which a portion of the net proceeds of the Companys initial public offering were deposited for the benefit of the Company, certain of its public shareholders and the underwriters of the Companys initial public offering.
7. RSU Award Agreement Subject to Plan and Shareholder Approval. This RSU Award Agreement is made pursuant to all of the provisions of the Plan, which is incorporated herein by this reference, and is intended, and shall be interpreted in a manner, to comply therewith. In the event of any conflict between the provisions of this RSU Award Agreement and the provisions of the Plan, the provisions of this RSU Award Agreement shall govern. The Participant hereby acknowledges that all decisions, determinations and interpretations of the Administrator (as defined in the Plan) in respect of the Plan, this RSU Award Agreement and the RSUs shall be final and conclusive. This RSU Award Agreement and the grant of RSUs hereunder is expressly contingent upon approval of the Plan and the overall share limit set forth thereunder by the Board (or a designated committee thereof) and the Companys shareholders. If the Plan is not so approved on or prior to the consummation of the Companys initial Business Combination, this RSU Award Agreement shall be null and void ab initio. Any issuance of Shares in respect of RSUs shall be issued under and pursuant to the terms of the Plan.
8. Regulations and Other Approvals.
(a) Any resale of the Shares received in respect of RSUs shall be made in compliance with the registration requirement of the Securities Act of 1933, as amended (the Securities Act), or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule, Rule 144).
(b) The obligation of the Company to deliver Shares with respect to any RSU granted hereunder shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Company.
(c) Each RSU is subject to the requirement that, if at any time the Company determines, in its sole discretion, that the listing, registration or qualification of Shares issuable hereunder is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an RSU or the issuance of Shares, no such RSU shall be granted or Shares issued, in whole or in part, unless such listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Company.