Common use of Permitted Transferees Clause in Contracts

Permitted Transferees. Notwithstanding the provisions set forth in Section 6.1 hereof, the Sponsor, the Holders or their respective Permitted Transferees may Transfer the Lock-Up Shares during the Lock-Up Period to: (a) the Company’s officers or directors, any Affiliates or family members of any of Company’s officers or directors, the Sponsor, any Affiliate of the Sponsor or to any member(s) of the Sponsor, any Affiliates of such members and funds and accounts advised by such members, or any limited partners of any such funds that are invested in the Sponsor; (b) in the case of an individual, a transferee 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; (c) in the case of an individual, a transferee by virtue of the laws of descent and distribution upon death of such person; (d) in the case of an individual, a transferee pursuant to a qualified domestic relations order; (e) an entity that is an Affiliate of the holder; (f) a transferee by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (g) a transferee in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of an initial Business Combination; or (h) the Company for no value for cancellation in connection with the consummation of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (g) these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions and the other restrictions contained herein.

Permitted Transferees. Notwithstanding the provisions set forth in Section 6.1 hereof5.1, the Sponsor, the Bird Holders or their respective Permitted Transferees may Transfer the Lock-Up Lockup Shares during the Lock-Up up Period to: (a) to (i) the Company’s officers or directors, (ii) any Affiliates affiliates or family members of any of the Company’s officers or directorsdirectors or (iii) the Holders or any direct or indirect partners, members or equity holders of the SponsorHolders, any Affiliate affiliates of the Sponsor Holders or to any member(s) of the Sponsor, any Affiliates of such members and related investment funds and accounts advised or vehicles controlled or managed by such members, persons or any limited partners of any such funds that are invested in the Sponsorentities or their respective affiliates; (b) in the case of an individual, a transferee by gift to a member of such the individual’s immediate family or to a trust, the beneficiary of which is a member of such the individual’s immediate family, family or an Affiliate affiliate of such individual person or entity, or to a charitable organization; (c) in the case of an individual, a transferee by virtue of the laws of descent and distribution upon death of such personthe individual; (d) in the case of an individual, a transferee pursuant to a qualified domestic relations order; (e) an entity that is an Affiliate by virtue of the holdera Holder’s organizational documents, upon dissolution of such Holder; (f) in connection with any bona fide mortgage, encumbrance or pledge to a transferee by virtue of the laws of the State of Delaware financial institution in connection with any bona fide loan or the Sponsor’s limited liability company agreement upon dissolution of the Sponsordebt transaction or enforcement thereunder, including foreclosure thereof; (g) a transferee in the event of to the Company’s ; or (h) in connection with a liquidation, merger, capital stock exchange, reorganization reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of an initial Business CombinationAcquisition Closing Date; or (h) the Company for no value for cancellation provided that in connection with any Transfer of such Lock-up Shares, the consummation restrictions and obligations contained in Section 5.1 will continue to apply to such Lock-up Shares after any Transfer of such Lock-up Shares and such transferee shall continue to be bound by such restrictions and obligations for the balance of the Company’s initial Business CombinationLock-up Period; providedprovided further, however, that, that in the case of clauses (a) through (ge) these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions and the other restrictions contained herein.in this Article V.

Permitted Transferees. 5.2.1 Notwithstanding the provisions set forth in Section 6.1 hereof5.1, the Sponsor, the Beachbody Holders or their respective Permitted Transferees may Transfer the Lock-Up up Shares during the applicable Lock-Up up Period to: (a) to (i) the Company’s officers or directors, (ii) any Affiliates affiliates or family members of any of the Company’s officers or directors, or (iii) the SponsorBeachbody Holders or any direct or indirect partners, members or equity holders of the Beachbody Holders, any Affiliate affiliates of the Sponsor Beachbody Holders or to any member(s) of the Sponsor, any Affiliates of such members and related investment funds and accounts advised or vehicles controlled or managed by such members, persons or any limited partners of any such funds that are invested in the Sponsorentities or their respective affiliates; (b) in the case of an individual, a transferee by gift to a member of such the individual’s immediate family or to a trust, the beneficiary of which is a member of such the individual’s immediate family, family or an Affiliate affiliate of such individual person or entity, or to a charitable organization; (c) in the case of an individual, a transferee by virtue of the laws of descent and distribution upon death of such personthe individual; (d) in the case of an individual, a transferee pursuant to a qualified domestic relations order; (e) an entity that is an Affiliate by virtue of a Beachbody Holder’s organizational documents, upon dissolution of the holdersuch Beachbody Holder; (f) a transferee by virtue of to the laws of the State of Delaware Company; or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (g) in connection with a transferee in the event of the Company’s liquidation, merger, capital stock exchange, reorganization reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of an initial Business Combination; or (h) the Company for no value for cancellation in connection with the consummation of the Company’s initial Business CombinationClosing Date; provided, however, that, that in the case of clauses (a) through (ge) these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions and the other restrictions contained herein.in this Article V.

Permitted Transferees. Notwithstanding the provisions set forth in Section 6.1 hereof, the Sponsor5.1, the Holders or their respective Permitted Transferees may Transfer the Lock-Up up Shares during the Lock-Up up Period to: (a) to (i) the Company’s officers or directors, (ii) any Affiliates affiliates or family members of any of the Company’s officers or directorsdirectors or (iii) the Holders or any direct or indirect partners, members or equity holders of the SponsorHolders, any Affiliate affiliates of the Sponsor Holders or to any member(s) of the Sponsor, any Affiliates of such members and related investment funds and accounts advised or vehicles controlled or managed by such members, persons or any limited partners of any such funds that are invested in the Sponsorentities or their respective affiliates; (b) in the case of an individual, a transferee by gift to a member of such the individual’s immediate family or to a trust, the beneficiary of which is a member of such the individual’s immediate family, family or an Affiliate affiliate of such individual person or entity, or to a charitable organization; (c) in the case of an individual, a transferee by virtue of the laws of descent and distribution upon death of such personthe individual; (d) in the case of an individual, a transferee pursuant to a qualified domestic relations order; (e) an entity that is an Affiliate by virtue of the holdera Holder’s organizational documents, upon dissolution of such Holder; (f) in connection with any bona fide mortgage, encumbrance or pledge to a transferee by virtue of the laws of the State of Delaware financial institution in connection with any bona fide loan or the Sponsor’s limited liability company agreement upon dissolution of the Sponsordebt transaction or enforcement thereunder, including foreclosure thereof; (g) a transferee in the event of to the Company’s ; or (h) in connection with a liquidation, merger, capital stock exchange, reorganization reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of an initial Business CombinationAcquisition Closing Date; or (h) the Company for no value for cancellation provided that in connection with any Transfer of such Lock-up Shares, the consummation restrictions and obligations contained in Section 5.1 will continue to apply to such Lock-up Shares after any Transfer of such Lock-up Shares and such transferee shall continue to be bound by such restrictions and obligations for the balance of the Company’s initial Business CombinationLock-up Period; providedprovided further, however, that, that in the case of clauses (a) through (ge) these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions and the other restrictions contained herein.in this Article V.