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. Notwithstanding anything to the provisions set forth contrary in Section 6.1 hereof1.2, Sponsor and the Sponsor, the Holders or their respective Permitted Transferees Insiders (together with any permitted transferee pursuant to this Section 1.3 that has complied with this Section 1.3) may Transfer the Lock-Up Shares during the Lock-Up Period to: Subject Securities (ai) the Companyto Parent’s officers or directors, any Affiliates affiliate or family members member of any of CompanyParent’s officers or directors, the Sponsorany members or partners of Sponsor or their affiliates, any Affiliate affiliates 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 employees of any such funds that are invested in the Sponsor; affiliates, (bii) to other Sponsor Parties, (iii) 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 affiliate of such individual or to a charitable organization; , (civ) in the case of an individual, a transferee by virtue of the laws of descent and distribution upon death of such person; individual, (dv) in the case of an individual, a transferee pursuant to a qualified domestic relations order; , (evi) an entity that is an Affiliate in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof, (vii) by private sales or transfers made in connection with any forward purchase agreement or similar agreement at prices no greater than the price at which the securities were originally purchased, (viii) in the event of Parent’s liquidation prior to the holder; Closing, in accordance with the plan of liquidation and applicable law, (fix) a transferee by virtue of the laws of the Cayman Islands (or after the Closing, the laws of the State of Delaware Delaware) or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; , or (gx) a transferee in the event of the CompanyParent’s liquidation, merger, capital stock exchange, reorganization exchange or other similar transaction which results in all of the CompanyParent’s stockholders shareholders having the right to exchange their shares of Common Stock Parent Class A Share 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 Combinationproperty; provided, however, that, that in the case of clauses (ai) through – (gvii) or (ix), 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 hereinthis Sponsor Agreement.

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 in this Article V. 5.2.2 Notwithstanding the provisions set forth in Section 5.1, the Sponsor Holders or their Permitted Transferees may Transfer the Lock-up Shares during the applicable Lock-up Period (a) to (i) the Sponsor’s officers or directors, (ii) any affiliates or family members of the Sponsor’s officers or directors, or (iii) the Sponsor Holders or any direct or indirect partners, members or equity holders of the Sponsor Holders, any affiliates of the Sponsor Holders or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person or entity, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by virtue of a Sponsor Holder’s organizational documents, upon dissolution of the such Sponsor Holder; (f) to the Sponsor; or (g) in connection with a liquidation, merger, stock exchange, 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 Common Stock for cash, securities or other property subsequent to the Closing Date; provided, however, that in the case of clauses (a) through (e) these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer 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.

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 Subject 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; paragraph (b) of this Section 1.2: (i) Subject to Section 6.5(a), the members of the Kelso Group may Transfer any shares of Company Stock or any interest therein or their rights to subscribe for the same to any of their affiliates (as defined in Section 1.2(c)); (ii) any Management Stockholder may Transfer any shares of Company Stock or any interest therein or his rights to subscribe for the case of an individualsame, a transferee by gift to a member of such individual’s immediate family or if any, (A) to a trust, the beneficiary of which is a member of such individual’s immediate familypartnership, 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 or corporation the beneficiaries, partners, members or stockholders of which are such Management Stockholder, his spouse, parents, members of his immediate family or his lineal descendants, provided that the foregoing shall be subject to the limitation that the Company's Board of Directors (the "Board") acting in good faith does not conclude that such Transfer together with all other Transfers made after the Closing could result in or create a "significant risk" that the Company may become subject to, or after any Registration will continue by reason thereof to be subject to, the informational requirements of the Sponsor; Securities Exchange Act of 1934, as amended (gthe "Exchange Act") or the registration requirements of the Investment Company Act of 1940 (the "40 Act") and provided, further that a transferee Management Stockholder shall give advance notice to the Company in the event of any Transfer to any permitted transferee set forth in this clause (A), (B) in case of his death, by will, by transfer in trust or by the Company’s liquidationlaws of intestate succession to executors, mergertrustees, capital stock exchangeadministrators, reorganization testamentary trustees, legatees or other similar transaction which results in all beneficiaries, or (C) with the prior written consent of the Company’s stockholders having Board and the right Kelso Group, to exchange their any transferee; and (iii) ▇▇▇ Third Party Investor may Transfer any shares of Common Company Stock or any interest therein or its rights to subscribe for cash, securities or other property subsequent the same to any of its affiliates (as defined in Section 1.2(c)); In addition to the completion foregoing, any transferee of a Stockholder described above may Transfer shares of Company Stock back to such Stockholder or to another Permitted Transferee of such Stockholder. For the purposes of this Section 1.2, a "significant risk", as referred to above, shall be deemed to arise when the number of "holders of record" (as determined in accordance with the Exchange Act and the rules and regulations thereunder or the registration requirements of the 40 Act) is greater than 80% of the number of "holders of record" that would cause the application or continued application of the informational requirements of the Exchange Act under the then existing circumstances. (b) Any Transfer of shares of Company Stock made pursuant to paragraph (a) of this Section 1.2 to a Permitted Transferee shall be permitted and shall be effective only if such Permitted Transferee shall agree in writing to be bound by the terms and conditions of this Agreement in the same manner and capacity as its transferor, unless such Permitted Transferee is already a Stockholder, pursuant to an initial Business Combination; or (h) instrument of assumption reasonably satisfactory in form and substance to the Company for no value for cancellation in connection with and the consummation of Kelso Group. (c) An "affiliate" of, or a person "affilia▇▇▇" with, a specified person, is a person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company’s initial Business Combination; provided, however, thatperson specified. In addition, in the case of clauses any member of the Kelso Group, the term "affiliate" shall be deemed to include, without ▇▇▇▇tation, (1) any partner of such member of the Kelso Group or (2) any limited partner of any blind investment fund o▇▇▇▇▇zed by or at the direction of the Kelso Group (collectively, the "Kelso Funds") or (3) any director, of▇▇▇▇▇, partner or employee of Ke▇▇▇ & Company, L.P. ("Kelso") or any of its affiliates (excluding a▇▇ ▇▇mited partner of th▇ ▇▇▇so Funds), any individual retirement account of any such partner, ▇▇▇▇▇tor, officer or employee, any family member of any such partner, director, officer or employee, or any trust or family partnership for the benefit of any such partner, director, officer or employee or family member thereof. In the case of the Third Party Investors, affiliate shall be deemed to include any partner or member of such Person or any director, officer or employee of such Person, any individual retirement account of any such partner, director, officer or employee, any family member of any such partner, director, officer or employee or any trust or family partnership for the benefit of any such partner, director, officer or employee or family member thereof. For purposes of Section 6.5(a) through hereof, Permitted Transferees shall exclude (gi) these permitted transferees must enter into any Person specified in clause (2) above (other than any such person who is also described in clause (3) above), except with respect to a written agreement with the Transfer for value involving a liquidation of a Kelso Fund or a redemption, in whole or in part, of a limited partner'▇ ▇▇terest in a Kelso Fund, (ii) any Kelso Fund other than KIA VI or KEP VI and (iii) ▇▇▇ Company agreeing to be bound by the transfer restrictions and the other restrictions contained hereinor any o▇ ▇▇▇ subsidiaries.

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 Subject 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; paragraph (b) of this Section 1.2: (i) Subject to Section 6.5(a), the members of the ▇▇▇▇▇ Group may Transfer any shares of Company Stock or any interest therein or their rights to subscribe for the same to any of their affiliates (as defined in Section 1.2(c)); (ii) any Management Stockholder may Transfer any shares of Company Stock or any interest therein or his rights to subscribe for the case of an individualsame, a transferee by gift to a member of such individual’s immediate family or if any, (A) to a trust, the beneficiary of which is a member of such individual’s immediate familypartnership, 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 or corporation the beneficiaries, partners, members or stockholders of which are such Management Stockholder, his spouse, parents, members of his immediate family or his lineal descendants, provided that the foregoing shall be subject to the limitation that the Company's Board of Directors (the "Board") acting in good faith does not conclude that such Transfer together with all other Transfers made after the Closing could result in or create a "significant risk" that the Company may become subject to, or after any Registration will continue by reason thereof to be subject to, the informational requirements of the Sponsor; Securities Exchange Act of 1934, as amended (gthe "Exchange Act") or the registration requirements of the Investment Company Act of 1940 (the "40 Act") and provided, further that a transferee Management Stockholder shall give advance notice to the Company in the event of any Transfer to any permitted transferee set forth in this clause (A), (B) in case of his death, by will, by transfer in trust or by the Company’s liquidationlaws of intestate succession to executors, mergertrustees, capital stock exchangeadministrators, reorganization testamentary trustees, legatees or other similar transaction which results in all beneficiaries, or (C) with the prior written consent of the Company’s stockholders having Board and the right ▇▇▇▇▇ Group, to exchange their any transferee; and (iii) any Third Party Investor may Transfer any shares of Common Company Stock or any interest therein or its rights to subscribe for cash, securities or other property subsequent the same to the completion any of an initial Business Combination; or its affiliates (has defined in Section 1.2(c)); (b) the Any Transfer of shares of 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 Stock made pursuant to paragraph (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.of this Section