Transfer Clause Example with 5 Variations from Business Contracts
This page contains Transfer clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Transfer. This Agreement and all of the Purchaser's rights and obligations hereunder (including the Purchaser's obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more third parties (each such transferee, a "Transferee"), subject to the prior written consent of the Company (not to be unreasonably denied, withheld or delayed). Upon any such assignment: (a) the applicable Transferee shall execute a signature pa...ge to this Agreement, substantially in the form of the Purchaser's signature page hereto (the "Joinder Agreement"), which shall reflect the number of Forward Purchase Shares and Forward Purchase Warrants to be purchased by such Transferee (the "Transferee Securities"), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the "Purchaser" shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (b) upon a Transferee's execution and delivery of a Joinder Agreement, the number of Forward Purchase Shares and Forward Purchase Warrants to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Shares and Forward Purchase Warrants to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending the "Number of Forward Purchase Shares", "Number of Forward Purchase Warrants", and "Aggregate Purchase Price for Forward Purchase Units" on the Purchaser's signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only the Purchaser's signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.View More
Variations of a "Transfer" Clause from Business Contracts
Transfer. This Agreement and all All of the Purchaser's rights and obligations hereunder (including with respect to the Purchaser's obligation to purchase the Forward Committed Purchase Units) may be transferred or assigned, at any time and from time to time, but in no event later than immediately prior to the Business Combination Closing, and in whole or in part, to one any entity that is an affiliate of SoftBank Group Corp., or more to any officer or director of the Company, but not to other third parti...es (each such transferee, transferee or assignee, a "Transferee"), subject to the prior written consent of the Company (not to be unreasonably denied, withheld or delayed). "Transferee"). Upon any such transfer or assignment: (a) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser's signature page hereto (the "Joinder Agreement"), which shall reflect the number of Forward Purchase Shares and Forward Purchase Warrants to be purchased by Units such Transferee shall have the right to purchase (the "Transferee Securities"), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the "Purchaser" shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (b) upon a Transferee's execution and delivery of a Joinder Agreement, the number of Forward Purchase Shares and Forward Purchase Warrants Units permitted to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Shares and Forward Purchase Warrants Units permitted to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the "Number of Forward Purchase Shares", "Number of Forward Purchase Warrants", Units", and "Aggregate Purchase Price for Forward Purchase Units" on the Purchaser's signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. Units. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser's signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities. View More
Transfer. This Agreement and all All of the Purchaser's rights and obligations hereunder with respect to the Committed Purchase and Additional Purchase (including the Purchaser's obligation right to purchase exercise the Forward Purchase Units) Additional Purchase) may be transferred or assigned, at any time and from time to time, but in no event later than immediately prior to the Business Combination Closing, and in whole or in part, to one or more any entity that is an affiliate of SoftBank Group Corp...., but not to other third parties (each such transferee, transferee or assignee, a "Transferee"), subject to the prior written consent of the Company (not to be unreasonably denied, withheld or delayed). "Transferee"). Upon any such transfer or assignment: (a) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser's signature page hereto (the "Joinder Agreement"), which shall reflect the number of Forward Purchase Shares and Forward Purchase Warrants to be purchased by such Transferee shall have the right to purchase (the "Transferee Securities"), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the "Purchaser" shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (b) upon a Transferee's execution and delivery of a Joinder Agreement, the number of Forward Purchase Shares and Forward Purchase Warrants permitted to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Shares and Forward Purchase Warrants permitted to be 10 purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the "Number of Forward Purchase Shares", "Number of Forward Purchase Warrants", and "Aggregate Purchase Price for Forward Purchase Units" Shares" on the Purchaser's signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. Shares. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser's signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities. View More
Transfer. This Agreement and all All of the Purchaser's rights and obligations hereunder with respect to the Committed Purchase and Additional Purchase (including the Purchaser's obligation right to purchase exercise the Forward Purchase Units) Additional Purchase) may be transferred or assigned, at any time and from time to time, but in no event later than immediately prior to the Business Combination Closing, and in whole or in part, to one or more any entity that is an affiliate of SoftBank Group Corp...., but not to other third parties (each such transferee, transferee or assignee, a "Transferee"), subject to the prior written consent of the Company (not to be unreasonably denied, withheld or delayed). "Transferee"). Upon any such transfer or assignment: (a) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser's signature page hereto (the "Joinder Agreement"), which shall reflect the number of Forward Purchase Shares and Forward Purchase Warrants to be purchased by such Transferee shall have the right to purchase (the "Transferee Securities"), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the "Purchaser" shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and 10 (b) upon a Transferee's execution and delivery of a Joinder Agreement, the number of Forward Purchase Shares and Forward Purchase Warrants permitted to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Shares and Forward Purchase Warrants permitted to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the "Number of Forward Purchase Shares", "Number of Forward Purchase Warrants", and "Aggregate Purchase Price for Forward Purchase Units" Shares" on the Purchaser's signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. Shares. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser's signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities. View More
Transfer. This Agreement and all All of the Purchaser's rights and obligations hereunder with respect to the Committed Purchase and Additional Purchase (including the Purchaser's obligation right to purchase exercise the Forward Purchase Units) Additional Purchase) may be transferred or assigned, at any time and from time to time, but in no event later than immediately prior to the Business Combination Closing, and in whole or in part, to one or more any entity that is an affiliate of SoftBank Group Corp...., but not to other third parties (each such transferee, transferee or assignee, a "Transferee"), subject to the prior written consent of the Company (not to be unreasonably denied, withheld or delayed). "Transferee"). Upon any such transfer or assignment: (a) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser's signature page hereto (the "Joinder Agreement"), which shall reflect the number of Forward Purchase Shares and Forward Purchase Warrants to be purchased by Units such Transferee shall have the right to purchase (the "Transferee Securities"), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the "Purchaser" shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (b) upon a Transferee's execution and delivery of a Joinder Agreement, the number of Forward Purchase Shares and Forward Purchase Warrants Units permitted to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Shares and Forward Purchase Warrants Units permitted to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the "Number of Forward Purchase Shares", "Number of Forward Purchase Warrants", Units", and "Aggregate Purchase Price for Forward Purchase Units" on the Purchaser's signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. Units. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser's signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities. View More
Transfer. This Agreement and all All of the Purchaser's rights and obligations hereunder with respect to the Committed Purchase and Additional Purchase (including the Purchaser's obligation right to purchase exercise the Forward Purchase Units) Additional Purchase) may be transferred or assigned, at any time and from time to time, but in no event later than immediately prior to the Business Combination Closing, and in whole or in part, to one or more any entity that is an affiliate of SoftBank Group Corp...., but not to other third parties (each such transferee, transferee or assignee, a "Transferee"), subject to the prior written consent of the Company (not to be unreasonably denied, withheld or delayed). "Transferee"). Upon any such transfer or assignment: (a) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser's signature page hereto (the "Joinder Agreement"), which shall reflect the number of Forward Purchase Shares and Forward Purchase Warrants to be purchased by such Transferee shall have the right to purchase (the "Transferee Securities"), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the "Purchaser" shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and (b) upon a Transferee's execution and delivery of a Joinder Agreement, the number of Forward Purchase Shares and Forward Purchase Warrants permitted to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Shares and Forward Purchase Warrants permitted to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the "Number of Forward Purchase Shares", "Number of Forward Purchase Warrants", and "Aggregate Purchase Price for Forward Purchase Units" Shares" on the Purchaser's signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. Shares. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser's signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities. View More
