Common use of Share Consideration Clause in Contracts

Share Consideration. (a) In consideration for the agreements and acknowledgements of Tuscan and Sponsor hereunder, immediately prior to the consummation of a Triggering Event, XXX (or the surviving parent entity of Surf Air immediately prior to the consummation of the Triggering Event, or if no such entity, Surf Air, “Surf Parent”) shall issue to Tuscan 600,000 shares of Common Stock (or an equivalent number of shares of common equity of the Surf Parent, the “Termination Shares”). Notwithstanding anything herein to the contrary, if Surf Parent has not consummated a Triggering Event within three years from the Effective Date, this Section 3 shall cease to be of any further force or effect and Tuscan shall have no right to receive, and Surf Parent shall have no obligation to issue or pay, any Shares (as defined below) or any Cash Expense Reimbursement even if a Triggering Event is consummated after such date that is three years after the Effective Date. The Company shall use commercially reasonable efforts to include the Shares in the registration statement used in connection with the consummation of a Direct Listing, IPO or SPAC Transaction, as applicable, or any resale registration statement filed in connection with the consummation of any such transaction. For purposes hereof, a “