Transfer and Voting of Shares. (a) Subscriber covenants and agrees that until the earlier of (i) the closing under the Merger Agreement (the “Merger Closing”) or (ii) the date on which the Merger Agreement is terminated in accordance with its terms (the “Termination Date”), it shall not, and shall ensure that each of its Affiliates do not, Transfer any Ordinary Shares (other than Ordinary Shares held by the Subscriber as of the date hereof, the proceeds of which were not deposited by the Company into the Trust Account in connection with the IPO). For purposes hereof, “Affiliate” shall mean affiliate as such term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and “Transfer” shall mean any direct or indirect transfer, redemption, disposition or monetization in any manner whatsoever, including through redemption election or any derivative transactions.
Appears in 3 contracts
Sources: Backstop and Subscription Agreement, Backstop and Subscription Agreement (Borqs Technologies, Inc.), Backstop and Subscription Agreement (Pacific Special Acquisition Corp.)