Common use of Assignment; Transfer Restrictions Clause in Contracts

Assignment; Transfer Restrictions. (a) Each Consenting Lender hereby agrees, severally and not jointly, for so long as this Support Agreement shall remain in effect as to it, not to Transfer any of its Claims, or convey, grant, issue or sell any option or right to acquire any of its Claims or voting rights related thereto or any other interest in any Claim against the SuperMedia Parties, except to (i) a party that is a Consenting Lender or (ii) a Joining Lender Party; provided that any such Claims shall automatically be deemed to be subject to the terms of this Support Agreement; provided further, that an entity or Person that purchases a participation interest from a Consenting Lender (pursuant to Section 9.04(c) of the Credit Agreement) shall not be required to execute and deliver a Lender Joinder. As a condition to the effectiveness of any such Transfer, each Joining Lender Party shall indicate, on the signature page to its Lender Joinder, the amount of Loans held by such Joining Lender Party. With respect to any Transfer effectuated in accordance with this Section 8.1(a), such Joining Lender Party shall be deemed to be a Consenting Lender for purposes of this Support Agreement. For the avoidance of doubt, any sale of participations (under Section 9.04(c) of the Credit Agreement) by a Consenting Lender of all or a portion of such Consenting Lender’s rights or obligations under the Credit Agreement (including all or a portion of the Loans owing to such Consenting Lender) shall not relieve such Consenting Lender from its obligations under this Support Agreement, including with respect to any such participation (regardless of any instruction a transferee of such participation gives with respect to voting or any other rights and obligations of the Consenting Lender hereunder), to which such Consenting Lender shall remain bound subject to the terms hereof.

Assignment; Transfer Restrictions. (a) Each Consenting Lender hereby agrees, severally and not jointly, for so long as this Support Agreement shall remain in effect as to it, not to Transfer any of its Claims, or convey, grant, issue or sell any option or right to acquire any of its Claims or voting rights related thereto or any other interest in any Claim against the SuperMedia Dex Parties, except to (i) a party that is a Consenting Lender or (ii) a Joining Lender Party; provided that any such Claims shall automatically be deemed to be subject to the terms of this Support Agreement; provided further, that an entity or Person that purchases a participation interest from a Consenting Lender (pursuant to Section 9.04(c) of the Credit AgreementAgreements) shall not be required to execute and deliver a Lender Joinder. As a condition to the effectiveness of any such Transfer, each Joining Lender Party shall indicate, on the signature page to its Lender Joinder, the amount of Loans held by such Joining Lender Party. With respect to any Transfer effectuated in accordance with this Section 8.1(a), such Joining Lender Party shall be deemed to be a Consenting Lender for purposes of this Support Agreement. For the avoidance of doubt, any sale of participations (under Section 9.04(c) of the Credit AgreementAgreements) by a Consenting Lender of all or a portion of such Consenting Lender’s rights or obligations under any of the Credit Agreement Agreements (including all or a portion of the Loans owing to such Consenting Lender) shall not relieve such Consenting Lender from its obligations under this Support Agreement, including with respect to any such participation (regardless of any instruction a transferee of such participation gives with respect to voting or any other rights and obligations of the Consenting Lender hereunder), to which such Consenting Lender shall remain bound subject to the terms hereof.

Assignment; Transfer Restrictions. (a) Each Consenting Lender hereby agrees, severally with respect to itself and not jointly, for so long as until the earlier of the date that this Support Agreement shall remain is validly terminated in effect as to itaccordance with its terms and the date that the closing of the Transaction occurs, not to Transfer any to, directly or indirectly, sell, assign, transfer, hypothecate or otherwise dispose of its Claims, or convey, grant, issue or sell any option or right to acquire any of its Claims or voting rights related thereto or any other interest in (including by participation) (a “Transfer”) any Claim against the SuperMedia Parties, except to Company or any interest therein or voting rights in respect thereof unless (i) a party that (A) the transferee, assignee or equivalent is a Consenting Lender or that is a party to and bound by this Agreement and, as applicable, the other Definitive Documentation (ii) including the execution and delivery of a Joining Lender Party; Joinder in accordance with Subsection 9.1(c))), provided that upon the consummation of any Transfer by any Consenting Lender of any Claims, such Claims shall be, and shall automatically be deemed to be be, subject to the terms of this Support Agreement; provided furtherAgreement and, that an entity as applicable, the other Definitive Documentation, or Person that purchases a participation interest from a Consenting Lender (pursuant to Section 9.04(cB) of the Credit Agreement) shall not be required to execute and deliver a Lender Joinder. As as a condition precedent to the effectiveness of any such Transfer, each Joining the transferee thereof shall have executed and delivered a Lender Party shall indicate, on the signature page to its Lender Joinder, the amount of Loans held by such Joining Lender Party. With respect to any Transfer effectuated Joinder in accordance with this Section 8.1(aSubsection 9.1(c), and (ii) the consummation of such Joining Lender Party Transfer would not be reasonably expected to have or result in a material adverse impact on, or delay or impair the consummation of the Transaction in any material respect, within any of the time frames contemplated by this Agreement and the Plan Funding Agreement. Thereafter, such purchaser, transferee, assignee or other relevant Person shall be deemed to be a Consenting Lender for purposes of this Support Agreement. For Agreement and the avoidance of doubt, any sale of participations (under Section 9.04(c) other applicable Definitive Documentation and shall be bound by all of the Credit Agreement) by a terms hereof and thereof, and the transferor Consenting Lender shall be deemed to, automatically as of all or a portion the consummation of such Consenting Lender’s Transfer, relinquish its rights or obligations under the Credit Agreement (including all or a portion of the Loans owing to such Consenting Lender) shall not relieve such Consenting Lender and be released from its obligations obligations) under this Support Agreement, including with respect Agreement solely to any such participation (regardless of any instruction a transferee the extent of such participation gives with respect to voting transferred Claims, it being understood and agreed that no such Transfer shall impact, effect or any other alter the rights and obligations of the Consenting Lender hereunder), to which such Consenting Lender shall remain bound subject Parties under the other Definitive Documentation except to the terms hereofextent expressly set forth therein.

Assignment; Transfer Restrictions. (a) Each Consenting Lender Participating Creditor hereby agrees, severally and not jointly, for so long as this Support Agreement shall remain in effect as to it, not to Transfer any of its Claims, or convey, grant, issue or sell any option or right to acquire any of its Claims or voting rights related thereto or any other interest in any Claim against the SuperMedia GateHouse Parties, except to (i) a party that is a Consenting Lender Participating Creditor or (ii) a Joining Lender Creditor Party; provided that any such Claims shall automatically be deemed to be subject to the terms of this Support Agreement; provided further, that an entity or Person that purchases a participation interest from a Consenting Lender (pursuant to Section 9.04(c) of the Credit Agreement) shall not be required to execute and deliver a Lender Joinder. As a condition to the effectiveness of any such Transfer, each Joining Lender Creditor Party shall indicate, on the signature page to its Lender Creditor Joinder, the amount of Loans Claims held by such Joining Lender Creditor Party. With respect to any Transfer effectuated in accordance with this Section 8.1(a7.1(a), such Joining Lender Creditor Party shall be deemed to be a Consenting Lender Participating Creditor for purposes of this Support Agreement. For the avoidance of doubt, any sale of participations (under Section 9.04(c9.6(b) of the Credit Agreement) by a Consenting Lender Participating Creditor of all or a portion of such Consenting LenderParticipating Creditor’s rights or obligations under the Credit Agreement (including all or a portion of the Loans owing to such Consenting LenderParticipating Creditor) shall not relieve such Consenting Lender Participating Creditor from its obligations under this Support Agreement, including with respect to any such participation (regardless of any instruction a transferee of such participation gives with respect to voting or any other rights and obligations of the Consenting Lender Participating Creditor hereunder), to which such Consenting Lender Participating Creditor shall remain bound subject to the terms hereof.