Common use of Covenants Regarding Dispositions Clause in Contracts

Covenants Regarding Dispositions. (a) Except for Exempt Transfers, no member of the Xxxxxx Group or the Xxxxxxx Group shall sell, convey, exchange, pledge, hypothecate, give, donate, distribute, assign or otherwise transfer, whether voluntarily, involuntarily, directly or indirectly, any High Vote Shares of any Company, any Rights to acquire any shares of or any voting or dispositive rights with respect to any High Vote Shares of any Company or any other securities subject to this Agreement or any Call Agreement, whether voluntary or involuntary and whether directly or indirectly (any such action being referred to as a "Disposition"), unless (i) such Disposition is made in accordance with all applicable provisions of this Agreement and any applicable Call Agreement, and (ii) prior to consummation of such Disposition each Person to whom any such Disposition is made shall agree in writing to be bound by the provisions hereof applicable to members of the same Group as the transferor; provided, however, that clause (ii) of this sentence shall not apply to any Disposition that is an "Exempt Transfer" under any provision of this Agreement or the applicable Call Agreement unless such provision expressly requires that the transferee become a party hereto or thereto. Any purported Disposition in violation of this Agreement shall be null and void and of no force or effect, and each party agrees that the issuer of the securities involved in any such Disposition may (and may direct each registrar and transfer agent, if any, for such securities to) refuse to register or record any such purported Disposition on its transfer and registration books and records or to otherwise recognize such purported Disposition. For the sake of certainty, the term "Disposition" includes any distribution or other Disposition of any securities subject to this Section by the Xxx Estate or the Xxxxx Estate to any of the decedent's heirs or any other Person.

Covenants Regarding Dispositions. (a) Except for Exempt Transfers, no member of the Xxxxxx Group or the Xxxxxxx Group shall sell, convey, exchange, pledge, hypothecate, give, donate, distribute, assign or otherwise transfer, whether voluntarily, involuntarily, directly or indirectly, any High Vote Shares of any Company, any Rights to acquire any shares of or any voting or dispositive rights with respect to any High Vote Shares of any Company or any other securities subject to this Agreement or any Call Agreement, whether voluntary or involuntary and whether directly or indirectly (any such action being referred to as a "Disposition"), unless (i) such Disposition is made in accordance with all applicable provisions of this Agreement and any applicable Call Agreement, and (ii) prior to consummation of such Disposition each Person to whom any such Disposition is made shall agree in writing to be bound by the provisions hereof applicable to members of the same Group as the transferor; provided, however, that clause (ii) -------- ------- of this sentence shall not apply to any Disposition that is an "Exempt Transfer" under any provision of this Agreement or the applicable Call Agreement unless such provision expressly requires that the transferee become a party hereto or thereto. Any purported Disposition in violation of this Agreement shall be null and void and of no force or effect, and each party agrees that the issuer of the securities involved in any such Disposition may (and may direct each registrar and transfer agent, if any, for such securities to) refuse to register or record any such purported Disposition on its transfer and registration books and records or to otherwise recognize such purported Disposition. For the sake of certainty, the term "Disposition" includes any distribution or other Disposition of any securities subject to this Section by the Xxx Estate or the Xxxxx Estate to any of the decedent's heirs or any other Person.