Common use of Transfer of Subject Securities Clause in Contracts

Transfer of Subject Securities. Except as expressly contemplated by the Business Combination Agreement or with the prior written consent the Company (such consent to be given or withheld in those Parties’ sole discretion), from and after the date hereof until the earlier of (i) the Closing of the Business Combination Agreement or (ii) the termination of the Business Combination Agreement (the “Termination Date”) or (iii) the termination of this Agreement, the Shareholder agrees not to (a) Transfer any of the Subject Company Shares, other than Transfers among Permitted Transferees of the Shareholder in accordance with the terms of the Company Shareholders Agreement (provided any Permitted Transferee affiliate executes a joinder agreeing to be bound by the terms of this Agreement prior to the Transfer being completed), (b) enter into (i) any option, warrant, purchase right, or other Contract that could (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require the Shareholder to Transfer the Subject Company Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of the Subject Company Shares, 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).

Transfer of Subject Securities. Except as expressly contemplated by the Business Combination Agreement or with the prior written consent of BOA and the Company (such consent to be given or withheld in those Parties’ sole discretion), from and after the date hereof until the earlier of the (i) the Closing of the Business Combination Agreement or (ii) the termination of the Business Combination Agreement (the “Termination Date”) or (iii) the termination of this Agreement), the Shareholder agrees not to (a) Transfer any of the Subject Company Shares, other than Transfers among Permitted Transferees Affiliates of the Shareholder in accordance with the terms of the Company Shareholders Agreement (provided any Permitted Transferee affiliate transferee Affiliate executes a joinder agreeing to be bound by the terms of this Agreement prior to the Transfer being completed), (b) enter into (i) any option, warrant, purchase right, or other Contract that could (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require the Shareholder to Transfer the Subject Company Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of the Subject Company Shares, 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).

Transfer of Subject Securities. Except as expressly contemplated by the Business Combination Agreement Agreement, as set forth on Schedule C hereto or with the prior written consent of TPG Pace and the Company (such consent to be given or withheld in those Parties’ each such party’s sole discretion), from and after the date hereof until the earlier of (i) the Closing of the Business Combination Agreement or (ii) the termination of the Business Combination Agreement (the “Termination Date”) or (iii) the termination of this Agreementhereof, the Shareholder Holder agrees not to (a) Transfer any of the Subject Company Shares, other than Transfers among Permitted Transferees of the Shareholder in accordance with the terms of the Company Shareholders Agreement (provided any Permitted Transferee affiliate executes a joinder agreeing to be bound by the terms of this Agreement prior to the Transfer being completed), (b) enter into (i) any option, warrant, purchase right, or other Contract contract that could would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require the Shareholder Holder to Transfer the Subject Company Shares or (ii) any voting trust, proxy or other Contract contract with respect to the voting or Transfer of the Subject Company Shares, or (c) take any actions or publicly announce any intentions to 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 or the underlying economic rights (whether with or without consideration, whether voluntarily or involuntarily or by operation of law or otherwise).. [Notwithstanding anything to the contrary herein, the Holder may from time to time Transfer any of the Subject Shares to its Affiliates or to its direct or indirect investors without TPG Pace’s or the Company’s prior written consent if, prior to such Transfer, such Affiliate or investor enters into a joinder to this Agreement in a form reasonably acceptable to TPG Pace and the Company (and any other Transfer shall be void ab initio).]1