Dealings with Shares. Power to purchase Shares from or sell Shares to a Beneficiary or the trustees for the time being of any other settlement to whom transfers of capital money may be made under the provisions of Clause 3.1.1 hereof at such price (which need not be market value) as the Trustees shall think fit or to give Shares to a Beneficiary or to the trustees for the time being of any such settlement if in the opinion of the Trustees a purchase or sale of Shares at that price or a gift of Shares shall be beneficial to the Beneficiary or Beneficiaries whom it is thereby sought to benefit.
Dealings with Shares. 14.1 Each of the Shareholders undertakes with the other parties to this Agreement that (other than as contemplated by this Agreement), during the continuance of this Agreement, it shall not:
14.1.1 create any Encumbrance over all or any of its Shares;
14.1.2 other than pursuant to the provisions of Clauses 15, sell, transfer or otherwise dispose of all or any of its Shares or any legal or beneficial interest therein or assign or otherwise purport to deal therewith or with any interest therein (each a "Transfer");
14.1.3 enter into any agreement with respect to the voting rights attached to all or any of its Shares;
14.1.4 agree, whether conditionally or otherwise, to do any of the foregoing;
14.1.5 cast any of the voting rights exercisable in respect of any of the Shares held by it in accordance with the directions, or subject to the written consent of, any other person (including another Shareholder).
14.2 Each Company shall not, unless the transfer forms part of a transaction for the sale of the entire issued share capital of the Company to a third party or the transferee is already a party to this Agreement, register any such person as the holder of any Shares until that person has executed a Deed of Adherence. Upon being so registered that person shall be deemed to be a party to this Agreement.
Dealings with Shares. The purpose of this part is to regulate the alienation of Shareholders’ interests in the Company.
Dealings with Shares. 5.1 Subject to Clause 5.2, neither Owner may sell, transfer, encumber, charge or otherwise deal with the Shares or any interest therein or create any rights in or over their beneficial interest in any of the Shares without the prior written consent of the other Owner and the Committee.
Dealings with Shares. The Shareholder agrees that, unless:
(a) this agreement is terminated in accordance with its terms; or
(b) the Offer lapses in accordance with its terms, it will not dispose of or deal in any way with (including granting a Relevant Interest to a third party) any of his Options, except to accept the Offer.
Dealings with Shares a. The Seller agrees with the Offeror that, unless this agreement terminates in accordance with the terms of this agreement or the Full Takeover Offer lapses in accordance with its terms or the Full Takeover Offer is withdrawn in accordance with the Takeovers Code, the Seller will not dispose of or deal in any way with any of the Sale Shares, except to accept the Full Takeover Offer.
b. The Seller also agrees, subject to clause 3.3, not to, directly or indirectly, (i) seek, solicit, encourage or facilitate any person to acquire any interest in, or control over, any of the Shares;
Dealings with Shares. I agree:
1.2.1 notwithstanding the provisions of the Code or any terms of the Offer regarding withdrawal, not to withdraw such acceptances(s);
1.2.2 except pursuant to the Offer, not to dispose of, charge, pledge or otherwise encumber or grant any option or other right over or otherwise deal with any of the Shares of any interest therein (whether conditionally or unconditionally); and
1.2.3 not to acquire any Interest (as defined in Part VI of the Companies Act 1985) in any shares in the Company other than an interest in shares deriving from shares falling within either of paragraphs 1.1.1 and 1.1.2 above.
Dealings with Shares. The Major Shareholders jointly and severally and irrevocably and unconditionally undertake to FLEX that for a period of nine months from the date of this Agreement:-
(a) that they will not dispose of or create any Encumbrance or grant any option or other right over or otherwise deal with or dispose of any of the Subject Shares or any interest therein (whether conditionally or unconditionally) except that they may transfer the Subject Shares to any third party who agrees to be bound by the terms of the Major Shareholders' obligations under this Agreement;
(b) that they will exercise all voting rights attaching to the Subject Shares in such manner as to enable the Merger to become effective and to oppose the taking of any action which might result in the Merger not becoming effective;
(c) that if any Major Shareholder receives or negotiates any firm proposal from or with any independent third party regarding the sale of any of the New FLEX Shares issued to him pursuant to the Scheme (the "Relevant Shares"), it will as soon as practicable notify FLEX of the terms of the proposal, the number of Relevant Shares to which it relates and the total number of Relevant Shares continuing to be held by that Major Shareholder); and
(d) that they will not enter into any agreement or arrangement with any person, whether conditionally or unconditionally, to do any of the acts prohibited by this Clause 6.2.
Dealings with Shares. Ngahere and IP agree with Rank that, unless this Agreement is terminated in accordance with its terms or the Offer lapses in accordance with its terms or is withdrawn in accordance with the Takeovers Code, they will not dispose of or deal in any way with any of the Shares, except to accept the Offer.
Dealings with Shares. 6.1 No transfer of any Shares shall be made or registered other than in accordance with the Articles nor until the proposed transferee (if not already bound by the terms of this Agreement) has entered into a Deed of Adherence.
6.2 No allotment of shares shall be made or registered other than to a person who is already a Shareholder and therefore bound by the terms of this Agreement until the proposed allottee (if not already bound by the terms of this Agreement) has entered into a Deed of Adherence.
