Common use of Covenant Regarding ALRE Shares and ALRE Warrants Clause in Contracts

Covenant Regarding ALRE Shares and ALRE Warrants. (a) RCH agrees (i) it will not permit any of the Held Interests to become subject to any liens, claims, options, security interests or encumbrances of any kind or nature (collectively, "Adverse Interests"), (ii) it will not take, and it will not permit any affiliate to take, any action that could impair the title of RCH, XL and the XL Sub thereto, (iii) it will not permit any Held Interests to be sold, transferred or assigned without the prior written consent of XL or the XL Sub and (iv) it will not take, and it will not permit any affiliate to take, any action inconsistent with the intent of the parties hereto as expressed in the Recitals. Upon any transfer effected pursuant to Section 2, the XL or XL Sub (or such other transferee designated by XL or the XL Sub) shall receive good and marketable title thereto, free and clear of any and all Adverse Interests (subject to the provisions of ALRE Bye-Law 52 (Limitation on voting rights of Controlled Shares (as such term is defined in the ALRE Bye-Laws))).

Appears in 2 contracts

Samples: Voting and Disposition Agreement (Xl Capital LTD), Voting and Disposition Agreement (Xl Capital LTD)

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Covenant Regarding ALRE Shares and ALRE Warrants. (a) RCH agrees (i) it will not permit any of the Held Interests to become subject to any liens, claims, options, security interests or encumbrances of any kind or nature (collectively, "Adverse Interests"), (ii) it will not take, and it will not permit any affiliate to take, any action that could impair the title of RCH, XL and the XL Sub thereto, (iii) it will not permit any Held Interests to be sold, transferred or assigned without the prior written consent of XL or the XL Sub and (iv) it will not take, and it will not permit any affiliate to take, any action inconsistent with the intent of the parties hereto as expressed in the Recitals. Upon any transfer effected pursuant to Section 2, the XL or XL Sub (or such other transferee designated by XL or the XL Sub) shall receive good and marketable title thereto, free and clear of any and all Adverse Interests (subject to the provisions of ALRE Bye-Law 52 (Limitation on voting rights of Controlled Shares (as such term is defined in the ALRE Bye-Laws))).

Appears in 1 contract

Samples: Voting and Disposition Agreement (Risk Capital Holdings Inc)

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Covenant Regarding ALRE Shares and ALRE Warrants. (a) RCH agrees (i) it will not permit any of the Held Interests to become subject to any liens, claims, options, security interests or encumbrances of any kind or nature (collectively, "Adverse InterestsADVERSE INTERESTS"), (ii) it will not take, and it will not permit any affiliate to take, any action that could impair the title of RCH, XL and the XL Sub thereto, (iii) it will not permit any Held Interests to be sold, transferred or assigned without the prior written consent of XL or the XL Sub and (iv) it will not take, and it will not permit any affiliate to take, any action inconsistent with the intent of the parties hereto as expressed in the Recitals. Upon any transfer effected pursuant to Section 2, the XL or XL Sub (or such other transferee designated by XL or the XL Sub) shall receive good and marketable title thereto, free and clear of any and all Adverse Interests (subject to the provisions of ALRE Bye-Law 52 (Limitation on voting rights of Controlled Shares (as such term is defined in the ALRE Bye-Laws))).

Appears in 1 contract

Samples: Voting and Disposition Agreement (Xl Capital LTD)

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