Common use of No Application Clause in Contracts

No Application. For the avoidance of doubt, the preceding provisions of this Section 1.1 shall not apply to Issuances (a) in connection with any Qualified Initial Public Offering, Qualified Direct Listing, Qualified SPAC or a Change of Control of the Company, (b) in connection with any Approved Reorganization, (c) to a third party buyer in connection with any merger, acquisition or other business combination, (d) to give effect to any equity dividend or distribution, equity split, reverse equity split, subdivision or combination or other similar pro rata recapitalization event affecting any outstanding Shares, (e) to lenders or other similar financial institutions in connection with financing transactions by the Company, (f) pursuant to the Management Incentive Plan, (g) issued or issuable upon the conversion of any Class A Convertible Preference Shares, Class A-1 Convertible Preference Shares, Class B Convertible Preference Shares, Class B-1 Convertible Preference Shares, Class C Convertible Preference Shares or Class C-1 Convertible Preference Shares, (h) in connection with strategic transactions entered into primarily for non-equity financing purposes or (i) in connection with any settlement of any action, suit, proceeding or litigation.

No Application. For the avoidance of doubt, the preceding provisions of this Section 1.1 shall not apply to Issuances (a) in connection with any Qualified Initial Public Offering, Qualified Direct Listing, Qualified SPAC or a Change of Control of the Company, (b) in connection with any Approved Reorganization, (c) to a third party buyer in connection with any merger, acquisition or other business combination, (d) to give effect to any equity dividend or distribution, equity split, reverse equity split, subdivision or combination or other similar pro rata recapitalization event affecting any outstanding Shares, (e) to lenders or other similar financial institutions in connection with financing transactions by the Company, (f) pursuant to the Management Incentive Plan, (g) issued or issuable upon the conversion of any Class A Convertible Preference Shares, Class A-1 Convertible Preference Shares, Class B Convertible Preference Shares, Class B-1 Convertible Preference Shares, Class C Convertible Preference Shares or Class C-1 B-1 Convertible Preference Shares, (h) in connection with strategic transactions entered into primarily for non-equity financing purposes or (i) in connection with any settlement of any action, suit, proceeding or litigation.