Common use of Issuance of Shares of Class A Common Stock Clause in Contracts

Issuance of Shares of Class A Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry position, for the number of shares of Class A Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue shares of Class A Common Stock upon exercise of a Warrant unless the shares of Class A Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Warrants shall have paid the full purchase price for the Unit solely for the shares of Class A Common Stock underlying such Unit. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise or issuance would be unlawful.

Issuance of Shares of Class A Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry position, for the number of shares of Class A Common Stock common stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue shares of Class A Common Stock common stock upon exercise of a Warrant unless the shares of Class A Common Stock common stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Class A Common Stock common stock underlying such Unit. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise or issuance would be unlawful.

Issuance of Shares of Class A Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry position, for the number of shares of Class A Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue shares of Class A Common Stock upon exercise of a Warrant unless the shares of Class A Common Stock issuable upon such Warrant exercise has been registered, qualified qualified, or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Class A Common Stock underlying such Unit. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise or issuance would be unlawful.

Issuance of Shares of Class A Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if anypayment is pursuant to subsection 3.3.1(a)), the Company shall issue to the registered holder Registered Holder of such Warrant a certificate book-entry position or certificatescertificate, or book entry positionas applicable, for the number of full shares of Class A Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, or book entry positionas applicable, for the number of shares of Class A Common Stock as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company shall not be required obligated to net cash deliver any shares of Class A Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Warrant exerciseSecurities Act with respect to the shares of Class A Common Stock underlying the Warrants is then effective and a prospectus relating thereto is current or a valid exemption from registration is available. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue shares of Class A Common Stock upon exercise of a Warrant unless the shares of Class A Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder Registered Holder of the Warrants. In the event that the condition conditions in the two immediately preceding sentence is sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthlesswithout value to the holder thereof, in which case the purchaser of a Unit containing such Warrants shall have paid the full purchase price for the Unit solely for the shares of Class A Common Stock underlying such Unit. In no event will the Company be required to net cash settle the Warrant exercise. If, by reason of any exercise of Warrants may not be exercised byon a “cashless basis”, or securities issued to, the holder of any registered holder in any state in which such exercise or issuance Warrant would be unlawfulentitled, upon the exercise of such Warrant, to receive a fractional interest in a share of Class A Common Stock, the Company shall round down to the nearest whole number the number of shares of Class A Common Stock to be issued to such holder.

Issuance of Shares of Class A Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if anypayment is pursuant to subsection 3.3.1(a)), the Company shall issue to the registered holder Registered Holder of such Warrant a certificate book-entry position or certificatescertificate, or book entry positionas applicable, for the number of full shares of Class A Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, or book entry positionas applicable, for the number of shares of Class A Common Stock as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company shall not be required obligated to net cash deliver any shares of Class A Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Warrant exerciseSecurities Act with respect to the shares of Class A Common Stock underlying the Warrants is then effective and a prospectus relating thereto is current or a valid exemption from registration is available. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue shares of Class A Common Stock upon exercise of a Warrant unless the shares of Class A Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder Registered Holder of the Warrants. In the event that the condition conditions in the two immediately preceding sentence is sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthlesswithout value to the holder thereof, in which case the purchaser of a Unit containing such Warrants shall have paid the full purchase price for the Unit solely for the shares of Class A Common Stock underlying such Unit. In no event will the Company be required to net cash settle the Warrant exercise. The Company may require holders of Warrants may not be exercised byto settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, or securities issued toby reason of any exercise of Warrants on a “cashless basis”, the holder of any registered holder in any state in which such exercise or issuance Warrant would be unlawfulentitled, upon the exercise of such Warrant, to receive a fractional interest in a share of Class A Common Stock, the Company shall round down to the nearest whole number the number of shares of Class A Common Stock to be issued to such holder.

Issuance of Shares of Class A Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry position, for the number of shares of Class A Common Stock common stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for on a cash basis and the Company shall not be obligated to issue shares of Class A Common Stock common stock upon exercise of a Warrant unless the shares of Class A Common Stock common stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for on a cash basis and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Class A Common Stock common stock underlying such Unit. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise or issuance would be unlawful.

Issuance of Shares of Class A Common Stock. As soon as practicable after upon the exercise occurrence of any Warrant and an Exchange Event, the clearance Company shall direct holders of the funds in payment Rights to return their Rights Certificates to the Rights Agent. Upon receipt of the Warrant Price (if any)a valid Rights Certificate, the Company shall issue to the registered holder Registered Holder of such Warrant a certificate or certificates, or book entry position, for Right(s) the number of full shares of Class A Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, it and if issue to such Warrant shall not have been exercised in full, Registered Holder(s) a new countersigned Warrant, certificate or book book-entry position, position for the number of shares as to which such Warrant shall not have been exercisedshares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Warrant exerciseRights. No Warrant shall be exercisable for cash and the The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be obligated entitled to issue any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Second Amended and Restated Certificate of Incorporation, the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Securities Act and the Second Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Class A Common Stock upon exercise of to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a Warrant unless whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the shares of Class A Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In relevant Rights, such that value received on exchange of the event Rights may be considered less than the value that the condition in the immediately preceding sentence is not satisfied with respect holder would otherwise expect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Warrants shall have paid the full purchase price for the Unit solely for the shares of Class A Common Stock underlying such Unit. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise or issuance would be unlawfulreceive.

Issuance of Shares of Class A Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if anypayment is pursuant to subsection 3.3.1(a)), the Company shall issue to the registered holder Registered Holder of such Warrant a certificate book-entry position or certificatescertificate, or book entry positionas applicable, for the number of full shares of Class A Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, or book entry positionas applicable, for the number of shares of Class A Common Stock as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company shall not be required obligated to net cash deliver any shares of Class A Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Warrant exerciseSecurities Act with respect to the shares of Class A Common Stock underlying the Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue shares of Class A Common Stock upon exercise of a Warrant unless the shares of Class A Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder Registered Holder of the Warrants. In the event that the condition conditions in the two immediately preceding sentence is sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthlesswithout value to the holder thereof, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Class A Common Stock underlying such Unit. In no event will the Company be required to net cash settle the Public Warrant exercise. The Company may require holders of Public Warrants may not be exercised byto settle the Public Warrant on a “cashless basis” pursuant to Section 7.4. If, or securities issued toby reason of any exercise of Public Warrants on a “cashless basis”, the holder of any registered holder in any state in which such exercise or issuance Public Warrant would be unlawfulentitled, upon the exercise of such Public Warrant, to receive a fractional interest in a share of Class A Common Stock, the Company shall round down to the nearest whole number the number of shares of Class A Common Stock to be issued to such holder.