Restrictions on Transfer Clause Example with 291 Variations from Business Contracts

Restrictions on Transfer. 5.1. 5.1 Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an "Insider Letter") to be dated as of the closing of the IPO by and between Subscriber and the Company, Subscriber hereby agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares Securities unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state sec...urities laws with respect to the Shares Securities proposed to be transferred shall then be effective or (b) the Company has received an opinion from of counsel reasonably satisfactory to for the Company, Company that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with under all applicable state securities laws. 5.2. Lock-up. 5.2 Lock up. Subscriber acknowledges hereby agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Forward Purchase Shares until the earlier to occur of (the "Lock up"): (a) one year after the completion of the Business Combination or (b) the date following the completion of the Business Combination on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Securities Company's stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the Business Combination, the Forward Purchase Shares will be subject to lock-up provisions (the "Lock-up") contained in released from the Insider Letter. 5.3. Lock up. 5.3 Restrictive Legends. Any All certificates representing the Shares Securities shall have endorsed thereon legends substantially as follows: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, COUNSEL FOR THE COMPANY, IS AVAILABLE." All certificates representing the Forward Purchase Shares shall have endorsed thereon legends substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP." 5.4. LOCKUP EXCEPT PURSUANT TO ITS TERMS." 5.4 Additional Shares Units or Substituted Securities. In the event of the declaration of a share dividend, the declaration of an extraordinary dividend payable in a form other than Shares, Common Stock, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding Shares Common Stock without receipt of consideration, consideration (other than those occurring at the time of the IPO in connection with a change in the size of the offering), any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect to any Shares Securities subject to this Section 5 5.4 or into which such Shares Securities thereby become convertible shall immediately be subject to this Section 5 5.4 and Section 3. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of Shares Securities subject to this Section 5 5.4 and Section 3. 5.5. The Securities shall not be subject to forfeiture upon failure of the underwriters to exercise their over-allotment option in the IPO. 5.5 Registration Rights. Subscriber acknowledges that the Shares Securities are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a registration rights agreement to be entered into with the Company prior to the closing of the IPO. Registration Rights Agreement. View More

Restrictions on Transfer. 5.1. 5.1 Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an "Insider Letter") to be dated as of the closing of the IPO by and between Subscriber and the Company, Subscriber hereby agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares Securities unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state sec...urities laws with respect to the Shares Securities proposed to be transferred shall then be effective or (b) the Company has received an opinion from of counsel reasonably satisfactory to for the Company, Company that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with under all applicable state securities laws. 5.2. Lock-up. 5.2 Lock up. Subscriber acknowledges hereby agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Founder Shares until the earlier to occur of (the "Lock up"): (a) one year after the completion of a Business Combination or (b) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Securities Company's stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be subject to lock-up provisions (the "Lock-up") contained in released from the Insider Letter. 5.3. Lock up. 5.3 Restrictive Legends. Any All certificates representing the Shares Securities shall have endorsed thereon legends substantially as follows: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, COUNSEL FOR THE COMPANY, IS AVAILABLE." All certificates representing the Founder Shares shall have endorsed thereon legends substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP." 5.4. LOCKUP EXCEPT PURSUANT TO ITS TERMS." 5.4 Additional Shares Units or Substituted Securities. In the event of the declaration of a share dividend, the declaration of an extraordinary dividend payable in a form other than Shares, Common Stock, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding Shares Common Stock without receipt of consideration, consideration (other than those occurring at the time of the IPO in connection with a change in the size of the offering), any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect to any Shares Securities subject to this Section 5 5.4 or into which such Shares Securities thereby become convertible shall immediately be subject to this Section 5 5.4 and Section 3. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of Shares Securities subject to this Section 5 5.4 and Section 3. 5.5. The Securities shall not be subject to forfeiture upon failure of the underwriters to exercise their over-allotment option in the IPO. 5.5 Registration Rights. Subscriber acknowledges that the Shares Securities are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a registration rights agreement to be entered into with the Company prior to the closing of the IPO. Registration Rights Agreement. View More

Restrictions on Transfer. 5.1. Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an "Insider Letter") to be dated as of the closing of Letter Agreement (as defined in Section 5.5 below), the IPO by and between Subscriber and the Company, Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement on the appropriate form under the Securitie...s Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has shall have received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws. 5.2. Lock-up. Subscriber acknowledges that the Securities will be subject to lock-up provisions (the "Lock-up") contained in the Insider Letter. 5.3. 5.2 Restrictive Legends. Any All certificates representing the Shares shall have endorsed thereon legends substantially as follows: "THE 3 "THESE SECURITIES REPRESENTED HEREBY (i) HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE AMENDED (THE "SECURITIES ACT"), AND THESE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR SUCH LAWS OR THE SECURITIES ACT, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER SUCH THE SECURITIES ACT AND SUCH (IF AVAILABLE) OR (C) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS WHICH, OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE OPINION OF COUNSEL, IS AVAILABLE." SECURITIES ACT." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP LETTER AGREEMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP." 5.4. LETTER AGREEMENT, EXCEPT IN ACCORDANCE WITH THE TERMS THEREOF." 5.3. Additional Shares or Substituted Securities. In the event of the declaration of a share stock dividend, the declaration of an extraordinary dividend payable in a form other than Shares, stock, a spin-off, a share stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding Shares capital stock without receipt of consideration, any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect to any Shares subject to this Section 5 or into which such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of Shares subject to this Section 5 and Section 3. 5.5. 5.4 Lock-up. The Subscriber acknowledges that the Shares will be subject to lock-up provisions (the "Lock-up") contained in a Letter Agreement, to be entered into prior to the date of the preliminary prospectus in connection with the IPO between the Subscriber and the Company (the "Letter Agreement"). Pursuant to the Letter Agreement, the Subscriber shall not sell, transfer, pledge, hypothecate or otherwise dispose of any or all of its Shares until the earlier of one year after the date of the consummation of the Company's initial business combination (the "Consummation Date") and the date on which the closing price of the Ordinary Shares exceeds $12.00 per share for any 20 trading days within a 30-trading day period following the Consummation Date (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations). Notwithstanding the foregoing, the aforesaid restrictions shall lapse if, subsequent to the Consummation Date, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company's shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. 5.5 Registration Rights. The Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a registration rights agreement Registration Rights Agreement to be entered into with the Company prior to the closing of the IPO. IPO ("Registration Rights Agreement"). The Subscriber is entitled to make such number of demands that the Company registers the Shares pursuant to the terms and restrictions as set forth in the Registration Rights Agreement. View More

Restrictions on Transfer. 5.1. Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an "Insider Letter") to be dated as of the closing of the IPO by and between Subscriber among the Sponsor, the Seller, the Purchaser, byNordic Holdings, LLC and certain individual officers and directors of the Company, Subscriber Seller, the Purchaser agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Subject Shares un...less, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Subject Shares proposed to be transferred shall then be effective or (b) the Company Seller has received an opinion from counsel reasonably satisfactory to the Company, Seller, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws. 5.2. Lock-up. Subscriber Purchaser acknowledges that the Securities Subject Shares will be subject to lock-up provisions (the "Lock-up") contained in the Insider Letter. 5.3. Restrictive Legends. Any certificates representing the Subject Shares shall have endorsed thereon legends substantially as follows: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE." 5 "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP." Upon the written request of the Purchaser, the Seller shall agree to coordinate with the Purchaser to remove, or cause its transfer agent to remove, any restrictive legend or other transfer restriction from any Subject Shares that are registered for resale pursuant to an effective registration statement or are no longer subject to the contractual lock-up set forth in the Insider Letter. 5.4. Additional Shares or Substituted Securities. In the event of the declaration of a share dividend, the declaration of an extraordinary dividend payable in a form other than the relevant Subject Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's Seller's outstanding Subject Shares without receipt of consideration, any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect to any Subject Shares subject to this Section 5 or into which such Subject Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of Subject Shares subject to this Section 5 and Section 3. 5.5. Registration Rights. Subscriber Purchaser acknowledges that the Subject Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a registration rights agreement to be entered into with the Company Seller prior to the closing of the IPO. IPO (the "Registration Rights Agreement"). View More

Restrictions on Transfer. 5.1. Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an "Insider Letter") to be dated as of the closing of Letter Agreement (as defined in Section 5.5 below), the IPO by and between Subscriber and the Company, Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement on the appropriate form under the Securitie...s Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has shall have received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws. 5.2. Lock-up. Subscriber acknowledges that the Securities will be subject to lock-up provisions (the "Lock-up") contained in the Insider Letter. 5.3. 5.2 Restrictive Legends. Any All certificates representing the Shares shall have endorsed thereon legends substantially as follows: "THE "THESE SECURITIES REPRESENTED HEREBY (i) HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE AMENDED (THE "SECURITIES ACT"), AND THESE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR SUCH LAWS OR THE SECURITIES ACT, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER SUCH THE SECURITIES ACT AND SUCH (IF AVAILABLE) OR (C) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS WHICH, OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE OPINION OF COUNSEL, IS AVAILABLE." SECURITIES ACT." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP LETTER AGREEMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP." 5.4. LETTER AGREEMENT, EXCEPT IN ACCORDANCE WITH THE TERMS THEREOF." 5.3. Additional Shares or Substituted Securities. In the event of the declaration of a share stock dividend, the declaration of an extraordinary dividend payable in a form other than Shares, stock, a spin-off, a share stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding Shares capital stock without receipt of consideration, any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect to any Shares subject to this Section 5 or into which such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of Shares subject to this Section 5 and Section 3. 5.5. 5.4 Lock-up. The Subscriber acknowledges that the Shares will be subject to lock-up provisions (the "Lock-up") contained in a Letter Agreement, to be entered into prior to the date of the preliminary prospectus in connection with the IPO between the Subscriber and the Company (the "Letter Agreement"). Pursuant to the Letter Agreement, the Subscriber shall not sell, transfer, pledge, hypothecate or otherwise dispose of any or all of its Shares until the earlier of one year after the date of the consummation of the Company's initial business combination (the "Consummation Date") and the date on which the closing price of the Ordinary Shares exceeds $12.00 per share for any 20 trading days within a 30-trading day period following the Consummation Date (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations). Notwithstanding the foregoing, the aforesaid restrictions shall lapse if, subsequent to the Consummation Date, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company's shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. 5.5 Registration Rights. The Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a registration rights agreement Registration Rights Agreement to be entered into with the Company prior to the closing of the IPO. IPO ("Registration Rights Agreement"). The Subscriber is entitled to make such number of demands that the Company registers the Shares pursuant to the terms and restrictions as set forth in the Registration Rights Agreement. View More

Restrictions on Transfer. 5.1. Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an "Insider Letter") to be dated as of the closing of the IPO by and between Subscriber and the Company, The Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) (i) a registration statement on the appropriate form under the Securities Act and applicable state securities laws w...ith respect to the Shares proposed to be transferred shall then be effective effective, or (b) the Company has received (ii) that an opinion exemption from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration available under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and is in compliance with all applicable state securities laws. 5.2. Lock-up. Subscriber acknowledges that the Securities will be subject to lock-up provisions (the "Lock-up") contained in the Insider Letter. 5.3. Restrictive Legends. Any Unless counsel otherwise advises, all certificates representing the Shares shall have endorsed thereon legends substantially as follows: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE "SECURITIES ACT''), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, SOLD. TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE SECURITIES ACT OR SUCH LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT THEREUNDER. IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OR OTHER JURISDICTIONS. AND SUCH LAWS WHICH, IN THE OPINION CASE OF COUNSEL, IS AVAILABLE." "THE A TRANSACTION EXEMPT FROM REGISTRATION, SUCH SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT MAY ONLY BE TRANSFERRED IF THE COMPANY AND TRANSFER AGENT FOR SUCH SECURITIES HAS RECEIVED DOCUMENTATION SATISFACTORY TO A LOCKUP AND MAY IT THAT SUCH TRANSACTION DOES NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING REQUIRE REGISTRATION UNDER THE TERM OF THE LOCKUP." 5.4. SECURITIES ACT." 6 5.3. Additional Shares or Substituted Securities. In the event of the declaration of a share dividend, the declaration of an extraordinary dividend payable in a a. form other than Ordinary Shares, a spin-off, a share split, sub-division, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's issued and outstanding Ordinary Shares without receipt of consideration, any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect to any Shares subject to this Section 5 4 or into which such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. 4. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of Shares subject to this Section 5 and Section 3. 5.5. Registration Rights. Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a registration rights agreement to be entered into with the Company prior to the closing of the IPO. 4. View More

Restrictions on Transfer. 5.1. 4.1. Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an "Insider Letter") to be dated as of the closing of the IPO by and between Subscriber and the Company, The Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) (i) a registration statement on the appropriate form under the Securities Act and applicable state securities l...aws with respect to the Shares proposed to be transferred shall then be effective effective, or (b) the Company has received (ii) that an opinion exemption from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration available under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and is in compliance with all applicable state securities laws. 5.2. Lock-up. Subscriber acknowledges that the Securities will be subject to lock-up provisions (the "Lock-up") contained in the Insider Letter. 5.3. 4.2. Restrictive Legends. Any Unless counsel otherwise advises, all certificates representing the Shares shall have endorsed thereon legends substantially as follows: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE SECURITIES ACT OR SUCH LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT THEREUNDER, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OR OTHER JURISDICTIONS, AND SUCH LAWS WHICH, IN THE OPINION CASE OF COUNSEL, IS AVAILABLE." "THE A TRANSACTION EXEMPT FROM REGISTRATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT MAY ONLY BE TRANSFERRED IF THE COMPANY AND TRANSFER AGENT FOR SUCH SECURITIES HAS RECEIVED DOCUMENTATION SATISFACTORY TO A LOCKUP AND MAY IT THAT SUCH TRANSACTION DOES NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING REQUIRE REGISTRATION UNDER THE TERM OF THE LOCKUP." 5.4. SECURITIES ACT." 4.3. Additional Shares or Substituted Securities. In the event of the declaration of a share stock dividend, the declaration of an extraordinary dividend payable in a form other than Shares, stock, a spin-off, a share stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding Shares capital stock without receipt of consideration, any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect to any Shares subject to this Section 5 4 or into which such the Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. 4. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of Shares subject to this Section 5 and Section 3. 5.5. Registration Rights. Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a registration rights agreement to be entered into with the Company prior to the closing of the IPO. 4. View More

Restrictions on Transfer. 5.1. 4.1. Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an "Insider Letter") to be dated as of the closing of the IPO by and between Subscriber and the Company, The Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) (i) a registration statement on the appropriate form under the Securities Act and applicable state securities l...aws with respect to the Shares proposed to be transferred shall then be effective effective, or (b) the Company has received (ii) that an opinion exemption from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration available under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and is in compliance with all applicable state securities laws. 5.2. Lock-up. Subscriber acknowledges that the Securities will be subject to lock-up provisions (the "Lock-up") contained in the Insider Letter. 5.3. 4.2. Restrictive Legends. Any Unless counsel otherwise advises, all certificates representing the Shares shall have endorsed thereon legends substantially as follows: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE SECURITIES ACT OR SUCH LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT THEREUNDER, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OR OTHER JURISDICTIONS, AND SUCH LAWS WHICH, IN THE OPINION CASE OF COUNSEL, IS AVAILABLE." "THE A TRANSACTION EXEMPT FROM REGISTRATION, SUCH SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT MAY ONLY BE TRANSFERRED IF THE COMPANY AND TRANSFER AGENT FOR SUCH SECURITIES HAS RECEIVED DOCUMENTATION SATISFACTORY TO A LOCKUP AND MAY IT THAT SUCH TRANSACTION DOES NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING REQUIRE REGISTRATION UNDER THE TERM OF THE LOCKUP." 5.4. SECURITIES ACT." 5 4.3. Additional Shares or Substituted Securities. In the event of the declaration of a share stock dividend, the declaration of an extraordinary dividend payable in a form other than Shares, stock, a spin-off, a share stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding Shares capital stock without receipt of consideration, any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect to any Shares subject to this Section 5 4 or into which such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. 4. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of Shares subject to this Section 5 and Section 3. 5.5. Registration Rights. Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a registration rights agreement to be entered into with the Company prior to the closing of the IPO. 4. View More

Restrictions on Transfer. 5.1. Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an "Insider Letter") to be dated as of the closing of the IPO by and between Subscriber and the Company, The Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Founder Shares unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities la...ws with respect to the Founder Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws. 5.2. Lock-up. Subscriber acknowledges that the Securities will be subject to lock-up provisions (the "Lock-up") contained in the Insider Letter. Reserved. 5.3. Restrictive Legends. Any All certificates representing the Founder Shares shall have endorsed thereon legends substantially as follows: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, COUNSEL (IF THE COMPANY SO REQUESTS), IS AVAILABLE." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING FORFEITURE PURSUANT TO THE TERM OF THE LOCKUP." SUBSCRIPTION AGREEMENT FOR FOUNDER SHARES DATED FEBRUARY 23, 2021." 5.4. Additional Founder Shares or Substituted Securities. In the event of the declaration of a share stock dividend, the declaration of an extraordinary a special dividend payable in a form other than Shares, Common Stock, a spin-off, a share stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding Shares Common Stock without receipt of consideration, any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect to any Founder Shares subject to this Section 5 or into which such Founder Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or or class of Founder Shares subject to this Section 5 and Section 3. 5.5. Registration Rights. The Subscriber acknowledges that the Founder Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a registration rights agreement to be entered into with the Company prior to the closing of the IPO. IPO (the "Registration Rights Agreement"). View More

Restrictions on Transfer. 5.1. Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an "Insider Letter") to be dated as of the closing of the IPO by and between Subscriber and the Company, Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with resp...ect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws. 5.2. 5.2 Lock-up. Subscriber acknowledges that the Securities Shares will be subject to lock-up provisions (the "Lock-up") contained in the Insider Letter. 5.3. Pursuant to the Insider Letter, and subject to the exceptions contained therein, Subscriber will agree not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares until the earlier to occur of: (A) one year after the completion of the Company's initial business combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after its initial business combination that results in all of its stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. Notwithstanding the foregoing, the Shares will be released from the Lock-up (i) if the last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company's initial business combination, (ii) if the Company completes a liquidation, merger, share exchange or other similar transaction after the Business Combination that results in all of the Company's shareholders having the right to exchange their Common Stock for cash, securities or other property, or (iii) pursuant to standard exceptions for transfers to family members and for estate planning purposes or pursuant to other customary exceptions. 5.3 Restrictive Legends. Any All certificates representing the Shares shall have endorsed thereon legends substantially as follows: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP PROVISIONS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP." 5.4. LOCKUP PERIOD." 5.3. Additional Shares or Substituted Securities. In the event of the declaration of a share stock dividend, the declaration of an extraordinary a special dividend payable in a form other than Shares, Common Stock, a spin-off, a share stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding Shares Common Stock without receipt of consideration, any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect to any Shares subject to this Section 5 or into which such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or or class of Shares subject to this Section 5 and Section 3. 5.5. 5.4 Registration Rights. Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a registration rights agreement Registration and Stockholder Rights Agreement to be entered into with the Company prior to the closing of the IPO. View More