Common use of Business Combination Clause in Contracts

Business Combination. Consummation of a reorganization, merger, consolidation, statutory equity exchange or similar form of business transaction involving CEP or any Subsidiary Company (a “Business Combination”), unless immediately following such Business Combination: (A) more than 60% of the total voting power of (x) the organization resulting from such Business Combination (the “Surviving Organization”), or (y) if applicable, the ultimate parent organization that directly or indirectly has beneficial ownership of at least 95% of the voting securities eligible to elect managers or directors of the Surviving Organization (the “Parent Organization”), is represented by CEP Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by equity interests into which such CEP Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such CEP Voting Securities among the holders thereof immediately prior to the Business Combination, (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Organization or the Parent Organization), is or becomes the beneficial owner, directly or indirectly, of 25% or more (the “Applicable Percentage”) of the total voting power of the outstanding voting securities eligible to elect managers or directors of the Parent Organization (or, if there is no Parent Organization, the Surviving Organization) except where such person held the Applicable Percentage of CEP Voting Securities immediately prior to the consummation of the Business Combination and (C) at least a majority of the members of the board of managers or directors of the Parent Organization (or, if there is no Parent Organization, the Surviving Organization) following the consummation of the Business Combination were Managers at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination that satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”);

Business Combination. Consummation of (i) a reorganization, merger, consolidation, statutory equity share exchange or similar form of other business transaction combination involving CEP the Parent or any Subsidiary Company of its subsidiaries or the disposition of all or substantially all the assets of the Parent, whether in one or a series of related transactions, or (ii) the acquisition of assets or stock of another entity by the Parent (either, a “Business Combination”), unless immediately following such excluding, however, any Business CombinationCombination pursuant to which: (A) more than 60% individuals who were the “beneficial owners” (as such term is defined in Rule 13d-3 under the Exchange Act), respectively, of the total then outstanding shares of common stock of the Parent (the “Outstanding Stock”) and the combined voting power of (x) the organization resulting from such Business Combination then outstanding securities entitled to vote generally in the election of directors of the Parent (the “Surviving OrganizationOutstanding Parent Voting Securities”), or (y) if applicable, the ultimate parent organization that directly or indirectly has beneficial ownership of at least 95% of the voting securities eligible to elect managers or directors of the Surviving Organization (the “Parent Organization”), is represented by CEP Voting Securities that were outstanding immediately prior to such Business Combination (orbeneficially own, if applicable, is represented by equity interests into which such CEP Voting Securities were converted pursuant to upon consummation of such Business Combination), directly or indirectly, more than 50% of the then outstanding shares of common stock (or similar securities or interests in the case of an entity other than a corporation) and such more than 50% of the combined voting power among of the holders thereof is then outstanding securities (or interests) entitled to vote generally in the election of directors (or in the selection of any other similar governing body in the case of an entity other than a corporation) of the Surviving Corporation (as defined below) in substantially the same proportion proportions as their ownership of the voting power of such CEP Outstanding Stock and Outstanding Parent Voting Securities among the holders thereof Securities, immediately prior to the consummation of such Business CombinationCombination (that is, excluding any outstanding voting securities of the Surviving Corporation that such beneficial owners hold immediately following the consummation of the Business Combination as a result of their ownership prior to such consummation of voting securities of any company or other entity involved in or forming part of such Business Combination other than the Parent); (B) no person (other than the Parent, any subsidiary of the Parent, any employee benefit plan (or related trust) sponsored or maintained by the Surviving Organization or of the Parent Organization), or any of its subsidiaries or any trustee or other fiduciary holding securities under an employee benefit plan of the Parent or any subsidiary of the Parent) or group (as such term is or defined in Rule 13d-3 under the Exchange Act) becomes the beneficial owner, directly or indirectly, owner of 2520% or more of either (x) the “Applicable Percentage”then outstanding shares of common stock (or similar securities or interests in the case of entity other than a corporation) of the total Surviving Corporation, or (y) the combined voting power of the then outstanding voting securities eligible (or interests) entitled to elect managers vote generally in the election of directors (or directors in the selection of any other similar governing body in the Parent Organization (or, if there is no Parent Organization, the Surviving Organization) except where such person held the Applicable Percentage case of CEP Voting Securities immediately prior to the consummation of the Business Combination an entity other than a corporation); and (C) individuals who were Incumbent Directors at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination constitute at least a majority of the members of the board of managers directors (or directors of any similar governing body in the case of an entity other than a corporation) of the Parent Organization Surviving Corporation; where for purposes of this subsection (b), the term “Surviving Corporation” means the entity resulting from a Business Combination or, if there such entity is no Parent Organizationa direct or indirect subsidiary of another entity, the Surviving Organization) following entity that is the consummation ultimate parent of the Business Combination were Managers at the time of the Board’s approval of the execution of the initial agreement providing for entity resulting from such Business Combination (any Business Combination that satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”)Combination;

Business Combination. Consummation The Company may consummate the initial Business Combination and conduct redemptions of a reorganization, merger, consolidation, statutory equity exchange or similar form Common Stock and Warrants for cash upon consummation of business transaction involving CEP or any Subsidiary Company (a “Business Combination”), unless immediately following such Business Combination: (A) more than 60% of the total voting power of (x) the organization resulting from such Business Combination (the “Surviving Organization”), or (y) if applicable, the ultimate parent organization that directly or indirectly has beneficial ownership of at least 95% without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the voting securities eligible to elect managers or directors Exchange Act, including the filing of tender offer documents with the Surviving Organization (the “Parent Organization”), is represented by CEP Voting Securities that were outstanding immediately prior to Commission; such Business Combination (or, if applicable, is represented by equity interests into which such CEP Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in tender offer documents will contain substantially the same proportion financial and other information about the initial Business Combination and the redemption rights as is required under the voting power of such CEP Voting Securities among the holders thereof immediately prior to the Business Combination, (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Organization or the Parent Organization), is or becomes the beneficial owner, directly or indirectly, of 25% or more (the “Applicable Percentage”) Commission’s proxy rules and will provide each Public Shareholder of the total voting power of Company with the outstanding voting securities eligible to elect managers or directors of the Parent Organization (or, if there is no Parent Organization, the Surviving Organization) except where such person held the Applicable Percentage of CEP Voting Securities immediately opportunity prior to the consummation of the initial Business Combination to redeem the Public Shares held by such Public Shareholder for an amount in cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination representing (x) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (Cy) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding; if, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s stockholders for their approval (the “Business Combination Vote”); with respect to the initial Business Combination Vote, if any, the Sponsor and each of the Company’s directors, officers and director nominees party to the Insider Letter has agreed to vote all of their respective Founder Shares, shares of Common Stock underlying the Private Placement Units and any other shares of Common Stock purchased during or after the Offering in favor of the Company’s initial Business Combination; if the Company seeks stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares of Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at least a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination representing (1) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (II) the total number of Public Shares then outstanding; if the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the members outstanding shares voted by the stockholders at a duly-held stockholder meeting are voted to approve such Business Combination; if, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem the Common Stock, at the Redemption Price, from those Public Shareholders who affirmatively requested such redemption; only Public Shareholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the board Company in connection therewith; in the event that the Company does not effect a Business Combination by twenty-four (24) months from the Initial Closing Date (or twenty-seven (27) months from the the Initial Closing Date if the Company has executed a letter of managers intent, agreement in principle or directors definitive agreement for an initial Business Combination within twenty-four (24) months from the Initial Closing Date), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Parent Organization Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (orwhich interest shall be net of taxes payable and less such net interest in an amount of up to $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the Public Shareholders’ rights as stockholders (including the right to receive further liquidation distributions, if there is no Parent Organizationany), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the Surviving Organization) following the consummation of the Business Combination were Managers at the time of the Board’s approval of the execution Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law; only Public Shareholders holding Common Stock included in the Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the initial agreement providing for such Company; the Company will not propose any amendment to its Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the outstanding Public Shares if the Company has not consummated a Business Combination within twenty four (any 24) months from the Initial Closing Date (or twenty-seven (27) months from the the Initial Closing Date if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination that satisfies all of within twenty-four (24) months from the criteria specified in (AInitial Closing Date), (B) as further described in the Company’s Amended and (C) above shall be deemed Restated Certificate of Incorporation, unless the Company offers the right to be a “Non-Qualifying Transaction”);redeem the Public Shares in connection with such amendment.

Business Combination. Consummation The Company may consummate the initial Business Combination and conduct redemptions of a reorganization, merger, consolidation, statutory equity exchange or similar form Common Stock and Warrants for cash upon consummation of business transaction involving CEP or any Subsidiary Company (a “Business Combination”), unless immediately following such Business Combination: (A) more than 60% of the total voting power of (x) the organization resulting from such Business Combination (the “Surviving Organization”), or (y) if applicable, the ultimate parent organization that directly or indirectly has beneficial ownership of at least 95% without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the voting securities eligible to elect managers or directors Exchange Act, including the filing of tender offer documents with the Surviving Organization (the “Parent Organization”), is represented by CEP Voting Securities that were outstanding immediately prior to Commission; such Business Combination (or, if applicable, is represented by equity interests into which such CEP Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in tender offer documents will contain substantially the same proportion financial and other information about the initial Business Combination and the redemption rights as is required under the voting power of such CEP Voting Securities among the holders thereof immediately prior to the Business Combination, (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Organization or the Parent Organization), is or becomes the beneficial owner, directly or indirectly, of 25% or more (the “Applicable Percentage”) Commission’s proxy rules and will provide each Public Shareholder of the total voting power of Company with the outstanding voting securities eligible to elect managers or directors of the Parent Organization (or, if there is no Parent Organization, the Surviving Organization) except where such person held the Applicable Percentage of CEP Voting Securities immediately opportunity prior to the consummation of the initial Business Combination to redeem the Public Shares held by such Public Shareholder for an amount in cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination representing (x) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (Cy) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding; if, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s stockholders for their approval (the “Business Combination Vote”); with respect to the initial Business Combination Vote, if any, the Sponsor, Xxxxx Investments and each of the Company’s directors, officers and director nominees party to the Insider Letter has agreed to vote all of their respective Founder Shares, shares of Common Stock underlying the Private Placement Units and any other shares of Common Stock purchased during or after the Offering in favor of the Company’s initial Business Combination; if the Company seeks stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares of Common Stock redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at least a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination representing (1) the net proceeds held in the Trust Account from the Offering and the sale of the Private Placement Units and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (II) the total number of Public Shares then outstanding; if the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the members outstanding shares voted by the stockholders at a duly-held stockholder meeting are voted to approve such Business Combination; if, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem the Common Stock, at the Redemption Price, from those Public Shareholders who affirmatively requested such redemption; only Public Shareholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the board Company in connection therewith; in the event that the Company does not effect a Business Combination by twenty-four (24) months from the Initial Closing Date, the Company will (i) cease all operations except for the purpose of managers or directors winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Parent Organization Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (orwhich interest shall be net of taxes payable and less such net interest in an amount of up to $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the Public Shareholders’ rights as stockholders (including the right to receive further liquidation distributions, if there is no Parent Organizationany), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the Surviving Organization) following the consummation of the Business Combination were Managers at the time of the Board’s approval of the execution Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law; only Public Shareholders holding Common Stock included in the Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the initial agreement providing for such Company; the Company will not propose any amendment to its Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the outstanding Public Shares if the Company has not consummated a Business Combination within twenty four (any Business Combination that satisfies all 24) months from the Initial Closing Date, as further described in the Company’s Amended and Restated Certificate of Incorporation, unless the criteria specified Company offers the right to redeem the Public Shares in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”);connection with such amendment.

Business Combination. Consummation The Company may consummate the initial Business Combination and conduct redemptions of a reorganization, merger, consolidation, statutory equity exchange or similar form Class A Ordinary Shares and Warrants for cash upon consummation of business transaction involving CEP or any Subsidiary Company (a “Business Combination”), unless immediately following such Business Combination: (A) more than 60% of the total voting power of (x) the organization resulting from such Business Combination (the “Surviving Organization”), or (y) if applicable, the ultimate parent organization that directly or indirectly has beneficial ownership of at least 95% without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E of the voting securities eligible to elect managers or directors Exchange Act, including the filing of tender offer documents with the Surviving Organization (the “Parent Organization”), is represented by CEP Voting Securities that were outstanding immediately prior to Commission; such Business Combination (or, if applicable, is represented by equity interests into which such CEP Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in tender offer documents will contain substantially the same proportion financial and other information about the initial Business Combination and the redemption rights as is required under the voting power of such CEP Voting Securities among the holders thereof immediately prior to the Business Combination, (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Organization or the Parent Organization), is or becomes the beneficial owner, directly or indirectly, of 25% or more (the “Applicable Percentage”) Commission’s proxy rules and will provide each Public Shareholder of the total voting power of Company with the outstanding voting securities eligible to elect managers or directors of the Parent Organization (or, if there is no Parent Organization, the Surviving Organization) except where such person held the Applicable Percentage of CEP Voting Securities immediately opportunity prior to the consummation of the initial Business Combination to redeem the Public Shares held by such Public Shareholder for an amount in cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two (2) business days prior to the consummation of the initial Business Combination, including interest (which interest shall be net of taxes payable), divided by (B) the total number of Class A Ordinary Shares sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding; if, however, the Company elects not to file such tender offer documents, a shareholder vote is required by law in connection with the initial Business Combination, or the Company decides to hold a shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval (the “Business Combination Vote”); with respect to the initial Business Combination Vote, if any, the Sponsor, ION Co-Investment and each of the Company’s directors, officers and director nominees party to the Insider Letter has agreed to vote all of their respective Founder Shares, Class A Ordinary Shares underlying the Private Placement Warrants and any other Class A Ordinary Shares purchased during or after the Offering in favor of the Company’s initial Business Combination; if the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its Class A Ordinary Shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (Cthe “Redemption Price”) at least equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two (2) business days prior to the consummation of the initial Business Combination, including interest (which interest shall be net of taxes payable), divided by (II) the total number of Public Shares then outstanding; if the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the members outstanding shares voted by the shareholders at a duly-held shareholder meeting are voted to approve such Business Combination; if, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem the Class A Ordinary Shares, at the Redemption Price, from those Public Shareholders who affirmatively requested such redemption; provided that only Public Shareholders holding Class A Ordinary Shares who properly exercise their redemption rights (and do not properly withdraw such exercise), in accordance with the applicable tender offer or proxy materials related to such Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of share capital of the board Company in connection therewith; in the event that the Company does not effect a Business Combination by twenty-four (24) months from the Initial Closing Date (or such later date as has been approved pursuant to a valid amendment to the Amended and Restated Memorandum and Articles of managers or directors Association), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Parent Organization Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (orwhich interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if there is no Parent Organizationany) and (iii) as promptly as reasonably possible following such redemption, subject to the Surviving Organization) following the consummation of the Business Combination were Managers at the time of the Board’s approval of the execution Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law; only Public Shareholders holding Class A Ordinary Shares included in the Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other share capital of the Company; the Company will not propose any amendment to its Amended and Restated Memorandum and Articles of Association (a) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with its initial agreement providing for such Business Combination (any or to redeem 100% of the outstanding Public Shares if the Company has not consummated a Business Combination that satisfies all within twenty-four (24) months from the Initial Closing Date or (b) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, as further described in the Company’s Amended and Restated Memorandum and Articles of Association, unless the criteria specified Company offers the right to redeem the Public Shares in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”);connection with such amendment.

Business Combination. Consummation of (i) a reorganization, merger, consolidation, statutory equity share exchange or similar form of other business transaction combination involving CEP the Company or any Subsidiary of its subsidiaries or the disposition of all or substantially all the assets of the Company, whether in one or a series of related transactions, or (ii) the acquisition of assets or stock of another entity by the Company (either, a “Business Combination”), unless immediately following such excluding, however, any Business CombinationCombination pursuant to which: (A) more than 60% individuals who were the “beneficial owners” (as such term is defined in Rule 13d-3 under the Exchange Act), respectively, of the total then outstanding shares of common stock of the Company (the “Outstanding Stock”) and the combined voting power of (x) the organization resulting from such Business Combination then outstanding securities entitled to vote generally in the election of directors of the Company (the “Surviving OrganizationOutstanding Company Voting Securities”), or (y) if applicable, the ultimate parent organization that directly or indirectly has beneficial ownership of at least 95% of the voting securities eligible to elect managers or directors of the Surviving Organization (the “Parent Organization”), is represented by CEP Voting Securities that were outstanding immediately prior to such Business Combination (orbeneficially own, if applicable, is represented by equity interests into which such CEP Voting Securities were converted pursuant to upon consummation of such Business Combination), directly or indirectly, more than 50% of the then outstanding shares of common stock (or similar securities or interests in the case of an entity other than a corporation) and such more than 50% of the combined voting power among of the holders thereof is then outstanding securities (or interests) entitled to vote generally in the election of directors (or in the selection of any other similar governing body in the case of an entity other than a corporation) of the Surviving Corporation (as defined below) in substantially the same proportion proportions as their ownership of the voting power of such CEP Outstanding Stock and Outstanding Company Voting Securities among the holders thereof Securities, immediately prior to the consummation of such Business CombinationCombination (that is, excluding any outstanding voting securities of the Surviving Corporation that such beneficial owners hold immediately following the consummation of the Business Combination as a result of their ownership prior to such consummation of voting securities of any company or other entity involved in or forming part of such Business Combination other than the Company); (B) no person (other than the Company, any subsidiary of the Company, any employee benefit plan of the Company or any of its subsidiaries or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company) or group (or related trustas such term is defined in Rule 13d-3 under the Exchange Act) sponsored or maintained by the Surviving Organization or the Parent Organization), is or becomes the beneficial owner, directly or indirectly, owner of 2520% or more of either (x) the “Applicable Percentage”then outstanding shares of common stock (or similar securities or interests in the case of entity other than a corporation) of the total Surviving Corporation, or (y) the combined voting power of the then outstanding voting securities eligible (or interests) entitled to elect managers vote generally in the election of directors (or directors in the selection of any other similar governing body in the Parent Organization (or, if there is no Parent Organization, the Surviving Organization) except where such person held the Applicable Percentage case of CEP Voting Securities immediately prior to the consummation of the Business Combination an entity other than a corporation); and (C) individuals who were Incumbent Directors at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination constitute at least a majority of the members of the board of managers directors (or directors of any similar governing body in the case of an entity other than a corporation) of the Parent Organization Surviving Corporation; where for purposes of this subsection (b), the term “Surviving Corporation” means the entity resulting from a Business Combination or, if there such entity is no Parent Organizationa direct or indirect subsidiary of another entity, the Surviving Organization) following entity that is the consummation ultimate parent of the Business Combination were Managers at the time of the Board’s approval of the execution of the initial agreement providing for entity resulting from such Business Combination (any Business Combination that satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”)Combination;

Business Combination. Consummation of (A) a reorganization, merger, consolidation, statutory equity share exchange or similar form of business corporate transaction involving CEP (1) the Company or (2) any Subsidiary of its subsidiaries, but in the case of this clause (2) only if Company Voting Securities (as hereinafter defined) are issued or issuable in connection with such transaction or (B) a sale or other disposition of all or substantially all the assets of the Company (each of the events referred to in clause (A) or (B) being hereinafter referred to as a “Business CombinationReorganization”), unless unless, immediately following such Business Combination: (A) more than 60% of the total voting power of Reorganization, (x) all or substantially all the organization resulting from such Business Combination (individuals and entities who were the “Surviving Organization”beneficial owners” (as such term is defined in Rule 13d-3 under the Exchange Act (or a successor rule thereto)(as hereinafter defined), or (y) if applicable, the ultimate parent organization that directly or indirectly has beneficial ownership of at least 95% shares of the voting Company's common stock or other securities eligible to elect managers or directors vote for the election of the Surviving Organization (the “Parent Organization”), is represented by CEP Voting Securities that were Board outstanding immediately prior to the consummation of such Business Combination Reorganization (orsuch securities, if applicablethe “Company Voting Securities”) beneficially own, is represented by equity interests into which such CEP Voting Securities were converted pursuant to such Business Combination)directly or indirectly, and such more than 50% of the combined voting power among of the holders thereof is then outstanding voting securities of the corporation or other entity resulting from such Reorganization (including a corporation or other entity that, as a result of such transaction, owns the Company or all or substantially all the Company's assets either directly or through one or more subsidiaries) (the “Continuing Entity”) in substantially the same proportion proportions as the voting power of such CEP Voting Securities among the holders thereof their ownership, immediately prior to the Business Combinationconsummation of such Reorganization, of the outstanding Company Voting Securities (excluding any outstanding voting securities of the Continuing Entity that such beneficial owners hold immediately following the consummation of such Reorganization as a result of their ownership prior to such consummation of voting securities of any corporation or other entity involved in or forming part of such Reorganization other than the Company or a Subsidiary), (By) no person Person (other than excluding (i) any employee benefit plan (or related trust) sponsored or maintained by the Surviving Organization Continuing Entity or any corporation or other entity controlled by the Parent Organization), is or becomes the beneficial ownerContinuing Entity and (ii) any Specified Stockholder) beneficially owns, directly or indirectly, of 2520% or more (the “Applicable Percentage”) of the total combined voting power of the then outstanding voting securities eligible to elect managers or directors of the Parent Organization (or, if there is no Parent Organization, the Surviving Organization) except where such person held the Applicable Percentage of CEP Voting Securities immediately prior to the consummation of the Business Combination Continuing Entity and (Cz) at least a majority of the members of the board of managers directors or directors other governing body of the Parent Organization (or, if there is no Parent Organization, the Surviving Organization) following the consummation of the Business Combination Continuing Entity were Managers Incumbent Directors at the time of the Board’s approval of the execution of the initial definitive agreement providing for such Business Combination (any Business Combination that satisfies all Reorganization or, in the absence of such an agreement, at the time at which approval of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”)Board was obtained for such Reorganization;

Business Combination. Consummation of (i) a reorganization, merger, consolidation, statutory equity share exchange or similar form of other business transaction combination involving CEP the Company or any Subsidiary of its subsidiaries or the disposition of all or substantially all the assets of the Company, whether in one or a series of related transactions, or (ii) the acquisition of assets or stock of another entity by the Company (either, a “Business Combination”), unless immediately following such excluding, however, any Business CombinationCombination pursuant to which: (A) more than 60% individuals who were the “beneficial owners” (as such term is defined in Rule 13d-3 under the Exchange Act), respectively, of the total then outstanding shares of common stock of the Company (the “Outstanding Stock”) and the combined voting power of (x) the organization resulting from such Business Combination then outstanding securities entitled to vote generally in the election of directors of the Company (the “Surviving OrganizationOutstanding Company Voting Securities”), or (y) if applicable, the ultimate parent organization that directly or indirectly has beneficial ownership of at least 95% of the voting securities eligible to elect managers or directors of the Surviving Organization (the “Parent Organization”), is represented by CEP Voting Securities that were outstanding immediately prior to such Business Combination (orbeneficially own, if applicable, is represented by equity interests into which such CEP Voting Securities were converted pursuant to upon consummation of such Business Combination), directly or indirectly, more than 50% of the then outstanding shares of common stock (or similar securities or interests in the case of an entity other than a corporation) and such more than 50% of the combined voting power among of the holders thereof is then outstanding securities (or interests) entitled to vote generally in the election of directors (or in the selection of any other similar governing body in the case of an entity other than a corporation) of the Surviving Corporation (as defined below) in substantially the same proportion proportions as their ownership of the voting power of such CEP Outstanding Stock and Outstanding Company Voting Securities among the holders thereof Securities, immediately prior to the consummation of such Business CombinationCombination (that is, excluding any outstanding voting securities of the Surviving Corporation that such beneficial owners hold immediately following the consummation of the Business Combination as a result of their ownership prior to such consummation of voting securities of any company or other entity involved in or fanning part of such Business Combination other than the Company); (B) no person (other than the Company, any subsidiary of the Company, any employee benefit plan of the Company or any of its subsidiaries or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company) or group (or related trustas such term is defined in Rule 13d-3 under the Exchange Act) sponsored or maintained by the Surviving Organization or the Parent Organization), is or becomes the beneficial owner, directly or indirectly, owner of 2520% or more of either (x) the “Applicable Percentage”then outstanding shares of common stock (or similar securities or interests in the case of entity other than a corporation) of the total Surviving Corporation, or (y) the combined voting power of the then outstanding voting securities eligible (or interests) entitled to elect managers vote generally in the election of directors (or directors in the selection of any other similar governing body in the Parent Organization (or, if there is no Parent Organization, the Surviving Organization) except where such person held the Applicable Percentage case of CEP Voting Securities immediately prior to the consummation of the Business Combination an entity other than a corporation); and (C) individuals who were Incumbent Directors at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination constitute at least a majority of the members of the board of managers directors (or directors of any similar governing body in the case of an entity other than a corporation) of the Parent Organization Surviving Corporation; where for purposes of this subsection (b), the term “Surviving Corporation” means the entity resulting from a Business Combination or, if there such entity is no Parent Organizationa direct or indirect subsidiary of another entity, the Surviving Organization) following entity that is the consummation ultimate parent of the Business Combination were Managers at the time of the Board’s approval of the execution of the initial agreement providing for entity resulting from such Business Combination (any Business Combination that satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”)Combination;

Business Combination. Consummation of a reorganization, merger, consolidation, statutory equity exchange or similar form of business transaction involving CEP or any Subsidiary Company (a “Business Combination”), unless immediately following such Business Combination: (Ai) more than 60% of On the total voting power of (x) the organization resulting from such Business Combination (the “Surviving Organization”), or (y) if applicable, the ultimate parent organization that directly or indirectly has beneficial ownership of at least 95% of the voting securities eligible to elect managers or directors of the Surviving Organization (the “Parent Organization”), is represented by CEP Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by equity interests into which such CEP Voting Securities were converted pursuant to such Business Combination), terms and such voting power among the holders thereof is in substantially the same proportion as the voting power of such CEP Voting Securities among the holders thereof immediately prior subject to the Business Combinationconditions set forth in this Agreement and in accordance with the DLLCA, (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Organization or the Parent Organization), is or becomes the beneficial owner, directly or indirectly, of 25% or more (the “Applicable Percentage”) of the total voting power of the outstanding voting securities eligible to elect managers or directors of the Parent Organization (or, if there is no Parent Organization, the Surviving Organization) except where such person held the Applicable Percentage of CEP Voting Securities immediately prior to the consummation of the Business Combination and (C) at least a majority of the members of the board of managers or directors of the Parent Organization (or, if there is no Parent Organization, the Surviving Organization) promptly following the consummation of the Pubco Merger and the Blocker Merger, the Parties shall consummate the Business Combination were Managers at Combination, pursuant to which (A) the time Company shall issue to Pubco the number of Company Common Units determined pursuant to Section 2.3(b) (as adjusted pursuant to the Board’s approval Sponsor Letter Agreement) and 1,241,250 Company Restricted Units in exchange for (1) the delivery by Pubco to the Company, via wire transfer of immediately available funds, an amount in cash equal to the execution Aggregate Closing PIPE Proceeds and (2) the delivery by Merger Sub 1 to the Company, via wire transfer of immediately available funds, an amount in cash equal to the initial agreement providing aggregate cash proceeds available for such Business Combination release to SilverBox from the Trust Account in connection with the transactions contemplated hereby (any Business Combination that satisfies after, for the avoidance of doubt, giving effect to all of the criteria specified in (ASilverBox Shareholder Redemptions), ; (B) and Pubco shall be admitted as the managing member of the Company; (C) above the Company shall be deemed redeem all of the issued and outstanding Existing Company Preferred Units (other than the Existing Company Preferred Units held by Blocker Corp) and deliver to the holders thereof in exchange therefor, on a pro rata basis, via wire transfer of immediately available funds, an amount in cash equal to the Preferred Unit Redemption Amount; (D) the Company shall, in partial redemption of Company Common Units collectively held by the holders of Existing Company Common Units and Existing Company Incentive Units (other than the Company Common Units held by Blocker Corp), deliver to such holders, via wire transfer of immediately available funds, on a pro rata basis, an amount in cash equal to the Common Unit Redemption Amount; (E) the Company shall distribute to each holder of Existing Company Common Units or Existing Company Incentive Units (other than the Company Common Units held by Blocker Corp) a number of Pubco Class B Shares equal to the number of Company Common Units held by such holder after giving effect to the partial redemption described in clause (D) of this Section 2.1(f)(i), with such distribution to be a “Non-Qualifying Transaction”in accordance with the Amended and Restated Company LLC Agreement and, if applicable, any award agreements evidencing the Existing Company Incentive Units (including but not limited to vesting terms);; and (F) the Existing Company Unitholders shall have the right (but not the obligation) to exchange Company Common Units for Pubco Class A Shares at the Closing without any further action by any Person.