In addition, in order to facilitate our initial business combination or for any other reason determined by our sponsor in its sole discretion, our sponsor may surrender or forfeit, transfer or exchange our founder shares, private placement warrants or any of our other securities, including for no consideration, or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities. Although such actions are subject to the transfer and other restrictions affecting founder shares and private placement warrants set forth in the letter agreement and described elsewhere in this prospectus, there are no restrictions on the managing member’s ability to transfer equity interests held by the managing member or otherwise consent to a transfer by another member, and transfers of equity interests in the sponsor or its direct or indirect parent entities may result in a change of ownership or control of the sponsor. No member of the sponsor may voluntarily sell, transfer, assign, pledge, mortgage, charge, hypothecate, exchange or otherwise dispose of, its membership interest, except with the prior written consent of the managing member, which consent may not be unreasonably withheld or delayed; provided, however, that such transfer is permitted to a member’s affiliates, immediate family, or to a trust whose primary beneficiary(ies) is a member or members of such member’s immediate family and the recipient agrees to the restrictions relating to a transfer; provided further that no transfer may be made if the Company may become subject to certain adverse tax consequences.