Common use of Potential Reductions Clause in Contracts

Potential Reductions. (a) If, as of the date of the vote by the Company’s stockholders to approve the Business Combination or the Business Day immediately prior to the scheduled closing of the Business Combination, either (A) the Purchaser, the Subscribing Parties and their affiliates do not beneficially own or hold, directly or indirectly, an aggregate of at least 9.9% of the Public Shares (the “Anchor Threshold”) or (B) the Purchaser redeems all or a portion of its Public Shares in connection with the Business Combination that results in the Purchaser, the Subscribing Parties and their affiliates collectively owning less than the Anchor Threshold, then the number of Founder Shares that the Purchaser may purchase pursuant to Section 1(a)(ii) shall be reduced pro rata by a fraction, the numerator of which shall equal the Anchor Threshold less the number of Public Shares held by the Purchaser after giving effect to any redemptions of the Public Shares by the Purchaser, the Subscribing Parties and their affiliates, and the denominator shall equal the Anchor Threshold (the “Ownership Reduction”); provided, however, that in no event shall the Ownership Reduction reduce the number of Founder Shares that the Purchaser may purchase pursuant to Section 1(a)(ii) by more than 75%. For the avoidance of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Public Shares owned, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). By way of example and without limiting the foregoing, in the event the Purchaser, the Subscribing Parties and their affiliates collectively own 50% or 0%, respectively, of the Anchor Threshold (after giving effect to any redemptions of their Public Shares), the number of Founder Shares that the Purchaser may purchase pursuant to Section 1(a)(ii) shall be reduced by 50% or 75%, respectively. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrants. (b) The Purchaser agrees that if, in order to facilitate a Business Combination, the Sponsor decides to forfeit, transfer to a third person, exchange, subject to transfer, vesting or conditional forfeiture provisions or amend the terms of all or any portion of the Founder Shares or to enter into any other arrangements with respect to the Founder Shares (including, without limitation, a transfer of the Sponsor’s membership interests representing an interest in any of the foregoing), including voting in favor of any amendment to the terms of the Founder Shares (each, a “Change in Investment”), such Change in Investment shall apply pro rata to the Purchaser and the Sponsor based on the relative number of Founder Shares to be purchased or held by each on the Business Combination Closing; provided, however that in no event shall such Change in Investment reduce the Founder Shares that the Purchaser may purchase pursuant to Section 1(a)(ii) by more than 75%. By way of example and without limiting the foregoing, in the event 50% or 100%, respectively, of the Sponsor’s Founder Shares are forfeited or transferred by the Sponsor as part of such Business Combination, the number of founder shares that the Purchaser may purchase pursuant to Section 1(a)(ii) shall be reduced by 50% or 75%, respectively. The Purchaser agrees to take all steps and execute all such agreements as may be necessary or reasonably requested by the Sponsor to effectuate such Change in Investment on the same terms as applicable to the Sponsor. (c) None of the terms and provisions in a Change in Investment shall apply to, adversely affect or restrict the transfer of, the Founder Shares retained by the Purchaser pursuant to Section 2(a) or Section 2(b). For the avoidance of doubt, the Purchaser shall not be required to forfeit, transfer, exchange or amend the terms of any Private Placement Warrants in connection with a Change in Investment.

Potential Reductions. (a) If, as of the date of the vote by the Company’s stockholders to approve the Business Combination or the Business Day immediately prior to the scheduled closing of the Business Combination, either (A) the Purchaser, the other Subscribing Parties and their affiliates do not beneficially own or hold, directly or indirectly, an aggregate of at least 9.99.8% of the Public Shares (the “Anchor Threshold”) or (B) the Purchaser redeems all or a portion of its Public Shares in connection with the Business Combination that results in the Purchaser, the other Subscribing Parties and their affiliates collectively owning less than the Anchor Threshold, then the number of Founder Shares shares of Class B Common Stock that the Purchaser may purchase pursuant to Section 1(a)(ii) shall be reduced pro rata by a fraction, the numerator of which shall equal the Anchor Threshold less the number of Public Shares held by the Purchaser after giving effect to any redemptions of the Public Shares by the Purchaser, the other Subscribing Parties and their affiliates, and the denominator shall equal the Anchor Threshold (the “Ownership Reduction”); provided, however, that in no event shall the Ownership Reduction reduce the number of Founder Shares shares of Class B Common Stock that the Purchaser may purchase pursuant to Section 1(a)(ii) by more than 75%. For the avoidance of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Public Shares owned, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). By way of example and without limiting the foregoing, in the event the Purchaser, the other Subscribing Parties and their affiliates collectively own 50% or 0%, respectively, of the Anchor Threshold (after giving effect to any redemptions of their Public Shares), the number of Founder Shares shares of Class B Common Stock that the Purchaser may purchase pursuant to Section 1(a)(ii) shall be reduced by 50% or 75%, respectively. For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrants. (b) The Purchaser agrees that if, in order to facilitate a Business Combination, the Sponsor decides to forfeitforfeit (other than pursuant to that certain Forfeiture Agreement, dated as of [●], 2021, between the Company and the Sponsor (the “Forfeiture Agreement”)), transfer to a third person, exchange, subject to transfer, vesting or conditional forfeiture provisions or amend the terms of all or any portion of the Founder Shares shares of Class B Common Stock held by the Sponsor or to enter into any other arrangements with respect to the Founder Shares such shares of Class B Common Stock (including, without limitation, a transfer of the Sponsor’s membership interests representing an interest in any of the foregoing), including voting in favor of any amendment to the terms of the Founder Shares such shares of Class B Common Stock (each, a “Change in Investment”), such Change in Investment shall apply pro rata to the Purchaser and the Sponsor based on the relative number of Founder Shares shares of Class B Common Stock to be purchased by the Purchaser or held by each the Sponsor (after giving effect to the Forfeiture Agreement) on the Business Combination Closing; provided, however that in no event shall such Change in Investment reduce the Founder Shares shares of Class B Common Stock that the Purchaser may purchase pursuant to Section 1(a)(ii) by more than 75%. By way of example and without limiting the foregoing, in the event 50% or 100%, respectively, of the Sponsor’s Founder Shares shares of Class B Common Stock are forfeited (other than pursuant to the Forfeiture Agreement) or transferred by the Sponsor as part of such Business Combination, the number of founder shares of Class B Common Stock that the Purchaser may purchase pursuant to Section 1(a)(ii) shall be reduced by 50% or 75%, respectively. The Purchaser agrees to take all steps and execute all such agreements as may be necessary or reasonably requested by the Company or the Sponsor to effectuate such Change in Investment on the same terms as applicable to the Sponsor. (c) None of the terms and provisions in a Change in Investment shall apply to, adversely affect or restrict the transfer of, the Founder Shares shares of Class B Common Stock retained by the Purchaser pursuant to Section 2(a) or Section 2(b). For the avoidance of doubt, the Purchaser shall not be required to forfeit, transfer, exchange or amend the terms of any Private Placement Warrants in connection with a Change in Investment.