Common use of No Pre-Closing Transfer Clause in Contracts

No Pre-Closing Transfer. Other than pursuant to this Agreement or as expressly contemplated by the Business Combination Agreement, from the date hereof and until the Closing under the Business Combination Agreement or, if earlier, termination of this Agreement, the Shareholder shall not: (a) directly or indirectly, (i) sell, transfer, tender, grant, pledge, assign or otherwise dispose of (including by gift, tender or exchange offer, merger or operation of law), encumber, hedge, swap, convert or utilize a derivative to transfer the economic interest in (collectively, “Transfer”), or (ii) enter into any Contract, option or other binding arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any person; (b) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares) with respect to any Subject Shares, or enter into any other Contract with respect to any Subject Shares that would prohibit or prevent the satisfaction of its obligations pursuant to this Agreement; (c) take any action that would make any representation or warranty of the Shareholder herein untrue or incorrect, or have the effect of preventing or disabling the Shareholder or the Company from performing its obligations hereunder; (d) commit or agree to take any of the foregoing actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying the Shareholder from performing any of its obligations hereunder; or (e) publicly announce any intention to effect any such transaction specified in this sentence. Any action attempted to be taken in violation of the preceding sentence will be null and void. The Shareholder agrees with, and covenants to, Acquiror and the Company (or any of its directors, secretaries or authorized representatives) that the Shareholder shall not request that the Company register the Transfer (by book-entry, by lodging a notice of transfer with the Accounting and Corporate Regulatory Authority of Singapore or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Pre-Closing Transfer. Other than (i) pursuant to this Agreement or Agreement, (ii) as expressly contemplated by the Business Combination AgreementAgreement or (iii) upon the prior written consent of each of the Company and Acquiror (which consent may be withheld in their sole discretion), from the date hereof and until the Acquisition Closing under the Business Combination Agreement or, if earlier, termination of this AgreementAgreement (the “Restricted Period”), the such Shareholder shall not: (a) directly or indirectly, (i) sell, transfer, tender, grant, pledge, assign or otherwise dispose of (including by gift, tender or exchange offer, merger or operation of law), encumber, hedge, swap, convert or utilize a derivative to transfer the economic interest in (collectively, “Transfer”), or (ii) enter into any Contract, option or other binding arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares or Subject Warrants to any person; (b) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject SharesShares or Subject Warrants) with respect to any Subject SharesShares or Subject Warrants, or enter into any other Contract with respect to any Subject Shares or Subject Warrants that would prohibit or prevent the satisfaction of its obligations pursuant to this Agreement; (c) take any action that would make any representation or warranty of the such Shareholder herein untrue or incorrect, or have the effect of preventing or disabling the such Shareholder or the Company from performing its obligations hereunder; (d) commit or agree to take any of the foregoing actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying the such Shareholder from performing any of its obligations hereunder; or (e) publicly announce any intention to effect any such transaction specified in this sentence. Any action attempted to be taken in violation of the preceding sentence will be null and void. The Each Shareholder agrees with, and covenants to, Acquiror and the Company (or any of its directors, secretaries or authorized representativesRepresentatives) that the such Shareholder shall not request that the Company register the Transfer (by book-entry, by lodging a notice of transfer with the Accounting and Corporate Regulatory Authority of Singapore entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Subject Warrants. For the avoidance of doubt, nothing in this Agreement shall in any manner prohibit or restrict the exercise (including any automatic exercise) of any Company Warrant by a holder thereof at any time during the Restricted Period in accordance with the applicable Company Warrant Instrument; provided that (for the avoidance of doubt) any Company Shares received upon the exercise of such Company Warrants shall remain “Subject Shares” and so be subject to the restrictions set forth herein applicable to Subject Shares.

No Pre-Closing Transfer. Other than (i) pursuant to this Agreement or Agreement, (ii) contemplated by the Non-Redemption Deeds, (iii) as expressly contemplated by the Business Combination AgreementAgreement or (iv) upon the prior written consent of each of the Company and Acquiror (which consent may be withheld in their sole discretion), from the date hereof and until the Acquisition Closing under the Business Combination Agreement or, if earlier, termination of this Agreement, the Shareholder Sponsor shall not: (a) directly or indirectly, (i) sell, transfer, tender, grant, pledge, assign or otherwise dispose of (including by gift, tender or exchange offer, merger or operation of law), encumber, hedge, swap, convert or utilize a derivative to transfer the economic interest in (collectively, “Transfer”), or (ii) enter into any Contract, option or other binding arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares or Subject Warrants to any person; (b) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares) Shares or Subject Warrants), with respect to any Subject SharesShares or Subject Warrants, or enter into any other Contract with respect to any Subject Shares or Subject Warrants that would prohibit or prevent the satisfaction of its obligations pursuant to this Agreement; (c) take any action that would make any representation or warranty of the Shareholder Sponsor herein untrue or incorrect, or have the effect of preventing or disabling the Shareholder or the Company Sponsor from performing its obligations hereunder; (d) commit or agree to take any of the foregoing actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying the Shareholder Sponsor from performing any of its obligations hereunder; or (e) publicly announce any intention to effect any such transaction specified in this sentence. Any action attempted to be taken in violation of the preceding sentence will be null and void. The Shareholder Sponsor agrees with, and covenants to, Acquiror and the Company (or any of its directors, secretaries or duly authorized representativesRepresentatives) that the Shareholder Sponsor shall not request that the Company Acquiror register the Transfer (by book-entry, by lodging a notice of transfer with the Accounting and Corporate Regulatory Authority of Singapore entry or otherwise) of any certificated or uncertificated interest representing any of the Subject SharesShares or Subject Warrants.

No Pre-Closing Transfer. Other than pursuant to this Agreement or as expressly contemplated by the Business Combination Agreement, from the date hereof and until the Closing under the Business Combination Agreement or, if earlier, termination of this Agreement, the Shareholder Sponsor shall not: (a) directly or indirectly, (i) sell, transfer, tender, grant, pledge, assign or otherwise dispose of (including by gift, tender or exchange offer, merger or operation of law), encumber, hedge, swap, convert or utilize a derivative to transfer the economic interest in (collectively, “Transfer”), or (ii) enter into any Contract, option or other binding arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any person; (b) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares) with respect to any Subject Shares, or enter into any other Contract with respect to any Subject Shares that would prohibit or prevent the satisfaction of its obligations pursuant to this Agreement; (c) take any action that would make any representation or warranty of the Shareholder Sponsor herein untrue or incorrect, or have the effect of preventing or disabling the Shareholder or the Company Sponsor from performing its obligations hereunder; (d) commit or agree to take any of the foregoing actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying the Shareholder Sponsor from performing any of its obligations hereunder; or (e) publicly announce any intention to effect any such transaction specified in this sentence. Any action attempted to be taken in violation of the preceding sentence will be null and void. The Shareholder Sponsor agrees with, and covenants to, Acquiror and the Company (or any of its directors, secretaries or authorized representatives) that the Shareholder Sponsor shall not request that the Company Acquiror register the Transfer (by book-entry, by lodging a notice of transfer with the Accounting and Corporate Regulatory Authority of Singapore entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Pre-Closing Transfer. Other than pursuant to this Agreement or as expressly contemplated by the Business Combination Agreement, or the Ancillary Agreements, from the date hereof and until the Closing under the Business Combination Agreement or, if earlier, termination of this Agreement, the Shareholder such Sponsor Party shall not: (a) directly or indirectly, (i) lend, sell, transfer, tender, grant, charge, mortgage, pledge, assign or otherwise encumber, grant a security interests in, assign or otherwise dispose of (including by gift, tender or exchange offer, merger or operation of law), encumber, hedge, swap, convert or utilize a derivative to transfer the economic interest in (collectively, “Transfer”), or (ii) enter into any Contract, option or other binding arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any person; (b) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares) with respect to any Subject Shares, or enter into any other Contract with respect to any Subject Shares that would prohibit or prevent the satisfaction of its obligations pursuant to this Agreement; (c) take any action that would make any representation or warranty of the Shareholder such Sponsor Party herein untrue or incorrect, or have the effect of preventing or disabling the Shareholder or the Company such Sponsor Party from performing its obligations hereunder; (d) commit or agree to take any of the foregoing actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying the Shareholder such Sponsor Party or BSAQ from performing any of its obligations hereunder; or (e) publicly announce any intention to effect any such transaction specified in this sentence, other than any Transfer (x) between any Sponsor Party and any of its Affiliates and any of the Sponsor Parties’ and their Affiliates’ respective executive officers and directors, or (y) upon the consent of the Company and BSAQ, provided in each case that such transferee shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and BSAQ, agreeing to be bound by this Agreement to the same extent as such Sponsor Party was prior to such Transfer. Any action attempted to be taken in violation of the preceding sentence will be null and void. The Shareholder Each Sponsor Party agrees with, and covenants to, Acquiror BSAQ and the Company (or any of its directors, secretaries or authorized representatives) that the Shareholder such Sponsor Party shall not request that the Company BSAQ register the Transfer (by book-entry, by lodging a notice of transfer with the Accounting and Corporate Regulatory Authority of Singapore entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Pre-Closing Transfer. Other than pursuant to this Agreement or as expressly contemplated by the Business Combination Agreement, or the Ancillary Agreements, from the date hereof and until the Closing under the Business Combination Agreement or, if earlier, termination of this Agreement, the such Company Shareholder shall not: (a) directly or indirectly, (i) lend, sell, transfer, tender, grant, charge, mortgage, pledge, assign or otherwise encumber, grant a security interests in, assign or otherwise dispose of (including by gift, tender or exchange offer, merger or operation of law), encumber, hedge, swap, convert or utilize a derivative to transfer the economic interest in (collectively, “Transfer”), or (ii) enter into any Contract, option or other binding arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any person; (b) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares) with respect to any Subject Shares, or enter into any other Contract with respect to any Subject Shares that would prohibit or prevent the satisfaction of its obligations pursuant to this Agreement; (c) take any action that would make any representation or warranty of the such Company Shareholder herein untrue or incorrect, or have the effect of preventing or disabling the such Company Shareholder or the Company from performing its obligations hereunder; (d) commit or agree to take any of the foregoing actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying such Company Shareholder or the Shareholder Company from performing any of its obligations hereunder; or (e) publicly announce any intention to effect any such transaction specified in this sentence, other than any Transfer (x) between any Company Shareholder and any of its Affiliates and any of the Company Shareholders’ and their Affiliates’ respective executive officers and directors, or (y) upon the consent of the Company and BSAQ, provided in each case that such transferee shall enter into a written agreement, in form and substance reasonably satisfactory to the Company and BSAQ, agreeing to be bound by this Agreement to the same extent as such Company Shareholder was prior to such Transfer. Any action attempted to be taken in violation of the preceding sentence will be null and void. The Each Company Shareholder agrees with, and covenants to, Acquiror BSAQ and the Company (or any of its directors, secretaries or authorized representatives) that the such Company Shareholder shall not request that the Company register the Transfer (by book-entry, by lodging a notice of transfer with the Accounting and Corporate Regulatory Authority of Singapore entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Pre-Closing Transfer. Other than pursuant to this Agreement or as expressly contemplated by the Business Combination AgreementAgreement or the transactions contemplated in connection with the Closing (as defined in the Panama SPA), from the date hereof and until the Amalgamation Closing under the Business Combination Agreement or, if earlier, termination of this Agreement, the such Shareholder shall not: (a) directly or indirectly, (i) sell, transfer, tender, grant, pledge, assign or otherwise dispose of (including by gift, tender or exchange offer, merger or operation of law), encumber, hedge, swap, convert or utilize a derivative to transfer the economic interest in (collectively, “Transfer”), or (ii) enter into any Contract, option or other binding arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any person; (b) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares) with respect to any Subject Shares, or enter into any other Contract with respect to any Subject Shares that would prohibit or prevent the satisfaction of its obligations pursuant to this Agreement; (c) take any action that would make any representation or warranty of the such Shareholder herein untrue or incorrect, or have the effect of preventing or disabling the such Shareholder or the Company from performing its obligations hereunder; (d) commit or agree to take any of the foregoing actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying the such Shareholder from performing any of its obligations hereunder; or (e) publicly announce any intention to effect any such transaction specified in this sentence. Any action attempted to be taken in violation of the preceding sentence will be null and void. The Each Shareholder agrees with, and covenants to, Acquiror and the Company (or any of its directors, secretaries or authorized representatives) that the such Shareholder shall not request that the Company register the Transfer (by book-entry, by lodging a notice of transfer with the Accounting and Corporate Regulatory Authority of Singapore or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Pre-Closing Transfer. Other than pursuant to this Agreement or as expressly contemplated by the Business Combination Agreement, from the date hereof of this Agreement and until the Closing under the Business Combination Agreement or, if earlier, termination of this Agreement, the Shareholder Sponsor shall not: (a) directly or indirectly, (i) sell, transfer, tender, grant, pledge, assign or otherwise dispose of (including by gift, tender or exchange offer, merger or operation of law), encumber, hedge, swap, convert or utilize a derivative to transfer the economic interest in (collectively, “Transfer”), or (ii) enter into any Contract, option or other binding arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any person; (b) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to under any loan of Subject Shares) with respect to any Subject Shares, or enter into any other Contract with respect to any Subject Shares that would prohibit or prevent the satisfaction of its obligations pursuant to under this Agreement; (c) take any action that would make any representation or warranty of the Shareholder herein Sponsor untrue or incorrect, or have the effect of preventing or disabling the Shareholder or the Company Sponsor from performing its obligations hereunderobligations; (d) commit or agree to take any of the foregoing actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein in this Agreement untrue or incorrect or would have the effect of preventing or delaying the Shareholder Sponsor from performing any of its obligations hereunderobligations; or (e) publicly announce any intention to effect any such transaction specified in this sentence. Any action attempted to be taken in violation of the preceding sentence will be null and void. The Shareholder Sponsor agrees with, and covenants to, Acquiror and the Company (or any of its directors, secretaries or authorized representatives) that the Shareholder Sponsor shall not request that the Company Acquiror register the Transfer (by book-entry, by lodging a notice of transfer with the Accounting and Corporate Regulatory Authority of Singapore entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Pre-Closing Transfer. Other than pursuant to this Agreement or as expressly contemplated by the Business Combination Agreement, from the date hereof and until the Amalgamation Closing under the Business Combination Agreement or, if earlier, termination of this Agreement, the Shareholder Sponsor shall not: (a) directly or indirectly, (i) sell, transfer, tender, grant, pledge, assign or otherwise dispose of (including by gift, tender or exchange offer, merger or operation of law), encumber, hedge, swap, convert or utilize a derivative to transfer the economic interest in (collectively, “Transfer”), or (ii) enter into any Contract, option or other binding arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any person; (b) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares) with respect to any Subject Shares, or enter into any other Contract with respect to any Subject Shares that would prohibit or prevent the satisfaction of its obligations pursuant to this Agreement; (c) take any action that would make any representation or warranty of the Shareholder Sponsor herein untrue or incorrect, or have the effect of preventing or disabling the Shareholder or the Company Sponsor from performing its obligations hereunder; (d) commit or agree to take any of the foregoing actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying the Shareholder Sponsor from performing any of its obligations hereunder; or (e) publicly announce any intention to effect any such transaction specified in this sentence. Any action attempted to be taken in violation of the preceding sentence will be null and void. The Shareholder Sponsor agrees with, and covenants to, Acquiror and the Company (or any of its directors, secretaries or authorized representatives) that the Shareholder Sponsor shall not request that the Company Acquiror register the Transfer (by book-entry, by lodging a notice of transfer with the Accounting and Corporate Regulatory Authority of Singapore entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.

No Pre-Closing Transfer. Other than pursuant to this Agreement or as expressly contemplated by During the Business Combination Agreement, from period commencing on the date hereof and until ending on the Closing under earliest to occur of (a) the Effective Time, (b) such date and time as the A&R Business Combination Agreement or, if earlier, termination shall be terminated in accordance with the terms thereof (the earlier of this Agreement, the Shareholder shall not: clauses (a) directly or indirectlyand (b), the “Expiration Time”) and (c) the liquidation of Acquiror, each Sponsor shall not (i) sell, transferoffer to sell, tendercontract or agree to sell, granthypothecate, pledge, assign grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (including or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/Registration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Subject Shares owned by giftsuch Sponsor, tender or exchange offer, merger or operation of law), encumber, hedge, swap, convert or utilize a derivative to transfer the economic interest in (collectively, “Transfer”), or (ii) enter into any Contract, option swap or other binding arrangement (including that transfers to another, in whole or in part, any profit sharing arrangement) with respect to of the Transfer of, economic consequences of ownership of any Subject Shares to any person; owned by such Sponsor or (b) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares) with respect to any Subject Shares, or enter into any other Contract with respect to any Subject Shares that would prohibit or prevent the satisfaction of its obligations pursuant to this Agreement; (c) take any action that would make any representation or warranty of the Shareholder herein untrue or incorrect, or have the effect of preventing or disabling the Shareholder or the Company from performing its obligations hereunder; (d) commit or agree to take any of the foregoing actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying the Shareholder from performing any of its obligations hereunder; or (eiii) publicly announce any intention to effect any such transaction specified in clause (i) or (ii) (clauses (i) to (iii) collectively, a “Transfer”); provided, however, that the foregoing shall not prohibit (A) Transfers between a Sponsor and any Affiliate of such Sponsor, so long as, prior to and as a condition to the effectiveness of any such Transfer, such Affiliate executes and delivers to Acquiror and the Company a joinder to this sentence. Any action attempted Agreement in a form reasonably acceptable to be taken in violation of the preceding sentence will be null and void. The Shareholder agrees with, and covenants tosuch Affiliate, Acquiror and the Company Company, (or any of its directors, secretaries or authorized representativesB) that the Shareholder shall not request that the Company register the Transfer (by book-entry, by lodging a notice of transfer Transfers to Acquiror Stockholders in connection with the Accounting and Corporate Regulatory Authority of Singapore waiver, reversal or otherwise) cancellation of any certificated Acquiror Share Redemption or uncertificated interest representing any (C) the conversion of Acquiror Rights to Acquiror Shares in accordance with the A&R Business Combination Agreement (and, for the avoidance of doubt, such Acquiror Shares shall be deemed “Subject Shares” hereunder).

No Pre-Closing Transfer. Other than pursuant to this Agreement or as expressly contemplated by the Business Combination Agreement, from the date hereof of this Agreement and until the Closing under the Business Combination Agreement or, if earlier, termination of this Agreement, the Shareholder Sponsor shall not: (a) directly or indirectly, (i) sell, transfer, tender, grant, pledge, assign or otherwise dispose of (including by gift, tender or exchange offer, merger or operation of law), encumber, hedge, swap, convert or utilize a derivative to transfer the economic interest in (collectively, “Transfer”), or (ii) enter into any Contract, option or other binding arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any person; (b) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to under any loan of Subject Shares) with respect to any Subject Shares, or enter into any other Contract with respect to any Subject Shares that would prohibit or prevent the satisfaction of its obligations pursuant to under this Agreement; (c) take any action that would make any representation or warranty of the Shareholder herein Sponsor untrue or incorrect, or have the effect of preventing or disabling the Shareholder or the Company Sponsor from performing its obligations hereunderobligations; (d) commit or agree to take any of the foregoing actions or take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein in this Agreement untrue or incorrect or would have the effect of preventing or delaying the Shareholder Sponsor from performing any of its obligations hereunderobligations; or (e) publicly announce any intention to effect any such transaction specified in this sentence. Any action attempted to be taken in violation of the preceding sentence will be null and void. The Shareholder Sponsor agrees with, and covenants to, Acquiror Perception and the Company BGHL (or any of its directors, secretaries or authorized representatives) that the Shareholder Sponsor shall not request that the Company Perception register the Transfer (by book-entry, by lodging a notice of transfer with the Accounting and Corporate Regulatory Authority of Singapore entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares.