Common use of Permitted Transfers and Upstream Transfers Clause in Contracts

Permitted Transfers and Upstream Transfers. Notwithstanding anything to the contrary set forth in this Agreement but subject to the following sentence, a Holder may Transfer any of its Common Shares pursuant to a Permitted Transfer; provided that such Permitted Transferee (unless already party to this Agreement) executes and delivers to each party to this Agreement an Adoption Agreement. Notwithstanding anything to the contrary set forth in this Agreement, if prior to the completion of a Qualified Public Offering, a Transfer of Common Shares (other than pursuant to Section 4(c), Section 4(d) or Section 4(e)) by any Person will result in a Principal Stockholder (to the extent that such Principal Stockholder has an Ultimate Parent Entity) or any of its Affiliates (including SPV Affiliates) ceasing to be a Controlled Affiliate, after such Transfer, of such Principal Stockholder’s Ultimate Parent Entity immediately prior to such Transfer (such Principal Stockholder or such Affiliate, as applicable, the “Transferred Entity” and such Transfer, an “Upstream Transfer”), then immediately prior to such Upstream Transfer, the Transferred Entity shall Transfer, or cause the Transfer of, all of its Common Shares to such Ultimate Parent Entity or a Person that will remain a Controlled Affiliate after the Upstream Transfer of such Ultimate Parent Entity.

Permitted Transfers and Upstream Transfers. Notwithstanding anything to the contrary set forth in this Agreement but subject to the following sentence, a Holder may Transfer any of its Common Shares pursuant to a Permitted Transfer; provided that such Permitted Transferee (unless already party to this Agreement) executes and delivers to each party to this Agreement an Adoption Agreement. Notwithstanding anything to the contrary set forth in this Agreement, if prior to the completion of a Qualified Public Offering, a Transfer of Common Shares (other than pursuant to Section 4(c), Section 4(d) or Section 4(e)) by any Person will result in a Principal Stockholder (to the extent that such Principal Stockholder has an Ultimate Parent Entity) or any of its Affiliates (including SPV Affiliates) ceasing to be a Controlled an Affiliate, after such Transfer, of such Principal Stockholder’s Ultimate Parent Entity immediately prior to such Transfer (such Principal Stockholder or such Affiliate, as applicable, the “Transferred Entity” and such Transfer, an “Upstream Transfer”), then immediately prior to such Upstream Transfer, the Transferred Entity shall Transfer, or cause the Transfer of, all of its Common Shares to such Ultimate Parent Entity or a Person that will remain a Controlled an Affiliate after the Upstream Transfer of such Ultimate Parent Entity.