Transfer Clause Example from Business Contracts

Transfer. All of the Purchaser's rights and obligations hereunder with respect to the Committed Purchase and Additional Purchase (including the Purchaser's right to exercise the 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 any entity that is an affiliate of SoftBank Group Corp., but not to other third parties (each such transferee or assignee, a "Transfer...ee"). 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 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 permitted to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Shares 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", and "Aggregate Purchase Price for Forward Purchase Shares" on the Purchaser's signature page hereto to reflect such reduced number of Forward Purchase 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 the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities. View More