Upstream transfer restrictions Sample Clauses

Upstream transfer restrictions. (a) Each Founder agrees that he will not, before the earlier of the third anniversary of Completion and the date on which the Series A-1 Contingent Convertible Preferred Stock or the Series A-2 Contingent Convertible Preferred Stock become convertible (such earlier date, the End Date), Dispose of any securities in the relevant Seller owned by him, except to a Permitted Transferee. (b) Each Founder agrees that, if he Disposes of any securities pursuant to clause 5.6(a), he will, until the End Date, procure that: (1) the Permitted Transferee does not subsequently Dispose of the securities except to another Permitted Transferee of such Founder as permitted pursuant to clause 5.6(a); and (2) any Permitted Transferee of such Founder that acquires securities in the relevant Seller complies with all of the terms and obligations of such Founder under this agreement and (to the extent applicable) each Transaction Document as though such Permitted Transferee were a party hereto and thereto. (c) For the avoidance of doubt nothing in this clause 5.6 restricts the Disposal of any securities in a Seller in the event of the death of a Founder.