Common use of Transfer of Subject Securities Clause in Contracts

Transfer of Subject Securities. Except as expressly contemplated by the Merger Agreement or with the prior written consent of 10X (such consent to be given or withheld in its sole discretion), from and after the date hereof, the Stockholder agrees not to (a) Transfer any of the Subject Company Stock, (b) enter into (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events or developments (including the satisfaction or waiver of any conditions precedent)) require the Stockholder to Transfer the Subject Company Stock or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of the Subject Company Stock, or (c) take any actions in furtherance of any of the matters described in the foregoing clauses (a) or (b). For purposes of this Agreement, “Transfer” means any, direct or indirect, sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest in or disposition or encumbrance of an interest (whether with or without consideration, whether voluntarily or involuntarily or by operation of law or otherwise). Notwithstanding the foregoing, the Stockholder may transfer its Subject Company Stock to (x) its Affiliates, or (y) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization or pursuant to a qualified domestic relations order with prior written notice to (but without the consent of) 10X, or by virtue of laws of descent and distribution upon death of such individual, subject to any such transferee signing a joinder hereto agreeing to be bound by all provisions hereof to the same extent as the Stockholder.

Transfer of Subject Securities. Except as expressly contemplated by the Merger Agreement or with the prior written consent of 10X Acquiror (such consent to be given or withheld in its sole discretion), from and after the date hereof, the Stockholder Holder agrees not to (a) Transfer any of the Subject Company StockSecurities, (b) enter into (i) any option, warrant, purchase right, or other Contract that would could (either alone or in connection with one or more events, developments or events or developments (including the satisfaction or waiver of any conditions precedent)) require the Stockholder Holder to Transfer the Subject Company Stock Securities or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of the Subject Company StockSecurities, or (c) take any actions in furtherance of any of the matters described in the foregoing clauses (a) or (b). For purposes of this Agreement, “Transfer” means any, any direct or indirect, indirect sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest in or disposition or encumbrance of an interest (whether with or without consideration, whether voluntarily or involuntarily or by operation of law or otherwise), other than to an Affiliate of the Holder effecting such Transfer in accordance with the Company’s Governing Documents and the terms of any agreement between the Company and such Holder, provided that, prior to such Transfer, such Affiliate shall execute and deliver to Acquiror a copy of this Agreement. Notwithstanding the foregoing, any exercise by the Stockholder may transfer its Subject Company Stock to (x) its Affiliates, Holder of any cash redemption or (y) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization or pursuant to a qualified domestic relations order exchange right with prior written notice to (but without the consent of) 10X, or by virtue of laws of descent and distribution upon death of such individual, subject respect to any such transferee signing Equity Securities in accordance with their terms, including the cash exercise contemplated under Section 2(b) of the Inducement Warrant, shall not constitute a joinder hereto agreeing to be bound by all provisions hereof to the same extent as the StockholderTransfer for purposes of this Agreement.

Transfer of Subject Securities. Except as expressly contemplated by the Merger Agreement Agreement, pursuant to Section 2 or with the prior written consent of 10X Parent (such consent to be given or withheld in its sole discretion), from and after the date hereof, the Stockholder agrees not to (a) Transfer any of the Subject Company Stock, (b) enter into (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events or developments (including the satisfaction or waiver of any conditions precedent)) require the Stockholder to Transfer the Subject Company Stock or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of the Subject Company Stock, or (c) take any actions in furtherance of any of the matters described in the foregoing clauses (a) or (b). For purposes of this Agreement, “Transfer” means anythe (A) sale of, direct offer to sell, contract or indirectagreement to sell, sale, transfer, assignmenthypothecate, pledge, mortgage, exchange, hypothecation, grant of any option to purchase or otherwise dispose of or agreement to dispose of or establishment or increase of a security interest put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations promulgated thereunder, with respect to, any security, (B) entry into any swap or other arrangement that transfers to another, in whole or disposition or encumbrance in part, any of an interest (whether with or without considerationthe economic consequences of ownership of any security, whether voluntarily or involuntarily or any such transaction is to be settled by operation delivery of law such securities, in cash or otherwise, or (C) public announcement of any intention to effect any transaction specified in clause (A) or (B). Notwithstanding the foregoing, the Stockholder may transfer its Subject Company Stock to (x) its Affiliates, or (y) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization or pursuant to a qualified domestic relations order Affiliates with prior written notice to (but without the consent of) 10X, or by virtue of laws of descent and distribution upon death of such individualParent, subject to any such Affiliate transferee signing a joinder hereto agreeing to be bound by all provisions hereof to the same extent as the Stockholder.

Transfer of Subject Securities. Except as expressly contemplated by the Merger Business Combination Agreement or with the prior written consent of 10X BOA and the Company (such consent to be given or withheld in its those Parties’ sole discretion), from and after the date hereofhereof until the earlier of the (i) Closing of the Business Combination Agreement or (ii) the termination of the Business Combination Agreement (the “Termination Date”), the Stockholder Shareholder agrees not to (a) Transfer any of the Subject Company StockShares, (b) enter into (i) any option, warrant, purchase right, or other Contract (other than a pledge or grant of a security interest in or disposition or encumbrance of an interest to a lender as security for Shareholder's obligations under a bona fide loan to Shareholder) that would could (either alone or in connection with one or more events, developments or events or developments (including the satisfaction or waiver of any conditions precedent)) require the Stockholder Shareholder to Transfer the Subject Company Stock Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of the Subject Company StockShares (other than as contemplated by the Business Combination Agreement), or (c) take any actions in furtherance of any of the matters described in the foregoing clauses (a) or (b). For purposes of this Agreement, “Transfer” means any, direct or indirect, sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest in or disposition or encumbrance of an interest (whether with or without consideration, whether voluntarily or involuntarily or by operation of law or otherwise); provided that “Transfer” shall not include a pledge or grant of a security interest in or disposition or encumbrance of an interest to a lender as security for Shareholder's obligations under a bona fide loan to Shareholder. Notwithstanding the foregoing, the Stockholder Shareholder may transfer its Subject Company Stock Ordinary Shares to any not for profit organization or entity (xincluding one established for the benefit of the persons that are the ultimate beneficial owners of the Shareholder at the Effective Time) its Affiliatesprovided such transfer is in accordance with the terms of this Agreement and the Company Shareholders Agreement and (without limiting the requirements of any of the foregoing) such organization accedes to the obligations of the Shareholder under this Agreement (including, or for the avoidance of doubt, the obligation in Section 2(c) to enter into the Investor Rights Agreement to the extent such agreement complies with the terms of this Agreement), and Company shall provide such assistance to Shareholder as it reasonably requests to support Shareholder in obtaining (yat Shareholder's cost) in for the case of an individual, by gift to a member purposes of such individual’s immediate family or to transfer a trust, valuation of the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization or pursuant to a qualified domestic relations order with prior written notice to (but without the consent of) 10X, or by virtue of laws of descent and distribution upon death of such individual, subject to any such transferee signing a joinder hereto agreeing Company Ordinary Shares to be bound by all provisions hereof to the same extent as the Stockholderso transferred.

Transfer of Subject Securities. Except as expressly contemplated by the Merger Business Combination Agreement or with the prior written consent of 10X BOA and the Company (such consent to be given or withheld in its those Parties’ sole discretion), from and after the date hereofhereof until the earlier of the (i) Closing of the Business Combination Agreement or (ii) the termination of the Business Combination Agreement (the “Termination Date”), the Stockholder Shareholder agrees not to (a) Transfer any of the Subject Company StockShares, (b) enter into (i) any option, warrant, purchase right, or other Contract (other than a pledge or grant of a security interest in or disposition or encumbrance of an interest to a lender as security for Shareholder's obligations under a bona fide loan to Shareholder) that would could (either alone or in connection with one or more events, developments or events or developments (including the satisfaction or waiver of any conditions precedent)) require the Stockholder Shareholder to Transfer the Subject Company Stock Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of the Subject Company StockShares (other than as contemplated by the Business Combination Agreement), or (c) take any actions in furtherance of any of the matters described in the foregoing clauses (a) or (b). For purposes of this Agreement, “Transfer” means any, direct or indirect, sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest in or disposition or encumbrance of an interest (whether with or without consideration, whether voluntarily or involuntarily or by operation of law or otherwise). Notwithstanding the foregoing, the Stockholder may transfer its Subject Company Stock to (x) its Affiliates, ; provided that “Transfer” shall not include a pledge or (y) grant of a security interest in the case or disposition or encumbrance of an individual, by gift interest to a member of such individual’s immediate family or lender as security for Shareholder's obligations under a bona fide loan to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization or pursuant to a qualified domestic relations order with prior written notice to (but without the consent of) 10X, or by virtue of laws of descent and distribution upon death of such individual, subject to any such transferee signing a joinder hereto agreeing to be bound by all provisions hereof to the same extent as the StockholderShareholder.

Transfer of Subject Securities. Except as expressly contemplated by the Merger Business Combination Agreement or with the prior written consent of 10X BOA and the Company (such consent to be given or withheld in its those Parties’ sole discretion), from and after the date hereofhereof until the earlier of the (i) Closing of the Business Combination Agreement or (ii) the termination of the Business Combination Agreement (the “Termination Date”), the Stockholder Shareholder agrees not to (a) Transfer any of the Subject Company StockShares, (b) enter into (i) any option, warrant, purchase right, or other Contract (other than a pledge or grant of a security interest in or disposition or encumbrance of an interest to a lender as security for Shareholder’s obligations under a bona fide loan to Shareholder) that would could (either alone or in connection with one or more events, developments or events or developments (including the satisfaction or waiver of any conditions precedent)) require the Stockholder Shareholder to Transfer the Subject Company Stock Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of the Subject Company StockShares (other than as contemplated by the Business Combination Agreement), or (c) take any actions in furtherance of any of the matters described in the foregoing clauses (a) or (b). For purposes of this Agreement, “Transfer” means any, direct or indirect, sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest in or disposition or encumbrance of an interest (whether with or without consideration, whether voluntarily or involuntarily or by operation of law or otherwise). Notwithstanding the foregoing, the Stockholder may transfer its Subject Company Stock to (x) its Affiliates, ; provided that “Transfer” shall not include a pledge or (y) grant of a security interest in the case or disposition or encumbrance of an individual, by gift interest to a member of such individuallender as security for Shareholder’s immediate family or obligations under a bona fide loan to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization or pursuant to a qualified domestic relations order with prior written notice to (but without the consent of) 10X, or by virtue of laws of descent and distribution upon death of such individual, subject to any such transferee signing a joinder hereto agreeing to be bound by all provisions hereof to the same extent as the StockholderShareholder.

Transfer of Subject Securities. Except as expressly contemplated by the Merger Business Combination Agreement or with the prior written consent of 10X BOA and the Company (such consent to be given or withheld in its those Parties’ sole discretion), from and after the date hereofhereof until the earlier of the (i) Closing of the Business Combination Agreement or (ii) the termination of the Business Combination Agreement (the “Termination Date”), the Stockholder Shareholder agrees not to (a) Transfer any of the Subject Company StockShares, (b) enter into (i) any option, warrant, purchase right, or other Contract (other than a pledge or grant of a security interest in or disposition or encumbrance of an interest to a lender as security for Shareholder’s obligations under a bona fide loan to Shareholder) that would could (either alone or in connection with one or more events, developments or events or developments (including the satisfaction or waiver of any conditions precedent)) require the Stockholder Shareholder to Transfer the Subject Company Stock Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of the Subject Company StockShares (other than as contemplated by the Business Combination Agreement), or (c) take any actions in furtherance of any of the matters described in the foregoing clauses (a) or (b). For purposes of this Agreement, “Transfer” means any, direct or indirect, sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest in or disposition or encumbrance of an interest (whether with or without consideration, whether voluntarily or involuntarily or by operation of law or otherwise); provided that “Transfer” shall not include a pledge or grant of a security interest in or disposition or encumbrance of an interest to a lender as security for Shareholder’s obligations under a bona fide loan to Shareholder. Notwithstanding the foregoing, the Stockholder Shareholder may transfer its Subject Company Stock Ordinary Shares to any not for profit organization or entity (xincluding one established for the benefit of the persons that are the ultimate beneficial owners of the Shareholder at the Effective Time) its Affiliatesprovided such transfer is in accordance with the terms of this Agreement and the Company Shareholders Agreement and (without limiting the requirements of any of the foregoing) such organization accedes to the obligations of the Shareholder under this Agreement (including, or for the avoidance of doubt, the obligation in Section 2(c) to enter into the Investor Rights Agreement to the extent such agreement complies with the terms of this Agreement), and Company shall provide such assistance to Shareholder as it reasonably requests to support Shareholder in obtaining (yat Shareholder’s cost) in for the case of an individual, by gift to a member purposes of such individual’s immediate family or to transfer a trust, valuation of the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization or pursuant to a qualified domestic relations order with prior written notice to (but without the consent of) 10X, or by virtue of laws of descent and distribution upon death of such individual, subject to any such transferee signing a joinder hereto agreeing Company Ordinary Shares to be bound by all provisions hereof to the same extent as the Stockholderso transferred.

Transfer of Subject Securities. Except as expressly contemplated by the Merger Agreement or with the prior written consent of 10X (such consent to be given or withheld in its sole discretion), from and after the date hereof, the Stockholder agrees not to (a) Transfer any of the Subject Company Stock, (b) enter into (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events or developments (including the satisfaction or waiver of any conditions precedent)) require the Stockholder to Transfer the Subject Company Stock or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of the Subject Company Stock, or (c) take any actions in furtherance of any of the matters described in the foregoing clauses (a) or (b). For purposes of this Agreement, “Transfer” means any, direct or indirect, sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest in or disposition or encumbrance of an interest (whether with or without consideration, whether voluntarily or involuntarily or by operation of law or otherwise). Notwithstanding the foregoing, the Stockholder may transfer its Subject Company Stock to (x) its Affiliates, or (y) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization or pursuant to a qualified domestic relations order with prior written notice to (but without the consent of) 10X, or by virtue of laws of descent and distribution upon death of such individual, subject to any such transferee signing a joinder hereto agreeing to be bound by all provisions hereof to the same extent as the Stockholder, or (z) another Company Stockholder that is a party to an agreement with 10X and African Agriculture in form and substance substantially similar to this Agreement.