Encumbrance of Shares. Except as otherwise set forth in this Agreement, none of the Shareholders part to this Agreement may sell or transfer, grant an option to sell, encumber, pledge, charge (whether fixed or floating), create a security interest in or grant, declare, create or dispose of any right or interest in or permit to exist any lien or otherwise deal with any of its Shares in the Company bound to this Agreement, without the prior written consent of the other Shareholders for the period in which this Agreement are in full force and effect.
Encumbrance of Shares. The Restricted Shares owned by Employee may not be pledged, hypothecated or otherwise encumbered during the Escrow Period (as defined below) without the prior express written consent of the Company, which may be withheld for any reason or without reason. If Employee encumbers the Restricted Shares in violation of the foregoing, then the Company shall have an additional right to repurchase the encumbered shares at the price set forth in Paragraph 5. Such right may be exercised by giving written notice to Employee. The repurchase shall be effective upon such notice and all rights of Employee as a shareholder of the Company shall cease at such time. The closing shall be in accordance with the terms in Paragraph 6.
Encumbrance of Shares. Any Shares owned by the Shareholders may be freely encumbered, requiring no previous, express consent from the other Shareholders, provided that all (and no less than all) of the following requirements are met:
Encumbrance of Shares. The Shareholders agree not to constitute Encumbrance on the Attached Shares, except for usufruct and the incommunicability and impossibility to levy execution clauses, as applicable, disposed of by donation or will, and shall also abstain from executing agreements or other commitments providing for the Transfer of Attached Shares, unless, in each case, previously approved in writing by the Shareholders and, even if approved, the beneficiary or counterparty, before the effectiveness of this Encumbrance or execution of the commitment, undertakes, in writing, to comply with the terms and conditions provided for in this Agreement. The creation of any Encumbrance in breach of the provisions of this Agreement shall be null and void and shall not be recognized or caused to take effect by the Shareholders and the Company and shall be understood as in breach of this Agreement.
3.8.1 If the Attached Shares owned by any of the Shareholders become the subject of enforcement of involuntary encumbrance, such as a levy upon property, provisional Appendix or any other type of legal constriction (“Levied Shares”), the shareholder owning the Levied Shares shall require the competent court the release of shares within the period provided for in Article 847 of the Code of Civil Procedure.
3.8.2 If the Levied Shares are not released and a competent court starts a forced foreclosure, pursuant to Article 861 of the Code of Civil Procedure, the other Shareholders shall have the right to acquire such Levied Shares, at the Levied Shares Price, as provided for in the following clauses.
3.8.3 The Levied Shares Price that shall be offered to the other Shareholders, in accordance with Article 861, items I and II, of the Code of Civil Procedure, shall correspond to the weighted average (by daily trading volume) of the daily closing prices of the shares issued by the Company in the previous sixty (60) trading sessions on the Stock Exchange immediately prior to the offer date (“Levied Shares Price”).
3.8.4 If more than one Shareholder exercises the purchase right, such Shareholders shall acquire the Levied Shares in the proportion of the number of Attached Shares they hold in relation to the total Attached Shares issued by the Company bound to this Agreement, excluding the ownership interest owned by the Shareholder holding the Levied Shares and the Shareholders that do not exercise the purchase right.
3.8.5 The Shareholder holding the Levied Shares agrees that they shall inform, immediat...
Encumbrance of Shares. 7.1. The Parties may offer the Affected Shares as pledge or collateral, which shall only be valid and effective if the creditor expressly states in writing that it is aware of all the provisions of this Agreement and that it shall comply with all the rules set forth herein, mainly with regard to the Preemptive Right that shall always be observed. Any pledge or collateral including the Affected Shares shall be immediately communicated to the Company, which in turn shall notify all other Shareholders as to the lien.
7.2. The Parties are prohibited from, with regard to the Affected Shares, creating beneficial rights, fiduciary alienation, trust, executing a purchase commitment or grant option, creating a preemptive right, leasing, and executing other shareholders’ agreements except for the Shareholders’ Agreement set forth in Section 6.1 above.
7.3. The Parties are also prohibited from pledging any of their Affected Shares. However, if, irrespective of the Party’s wish, the pledge becomes effective, the Party shall make sure that within thirty (30) days from the effective date of the pledge, the object of the pledge is replaced, thus releasing all of the pledged shareholdings. The Party which fails to take the necessary measures to replace and release the pledge within the period set forth herein shall be liable for damages it might have caused. Moreover, if the defaulting Party does not replace the pledged shares and fails to pay the debt, the other Shareholders will have the option of redeeming the debt of the Shareholder who pledged his shares, releasing the shares from the pledge and acquiring them from the defaulting Party, proportionally to their contribution for payment of the debt. In this case, the shareholders shall be entitled to file a subrogation lawsuit against the defaulting Shareholder, so as to be compensated for the damages suffered.
7.4. The other Parties acknowledge that the Affected Shares of AG (or AG INVESTIMENTOS) and L.F. TEL, as a result of the debentures issued by AG (purpose of the 1st issue of debentures by AG) and L.F. TEL (purpose of the 3rd issue by L.F. TEL), subscribed by BNDESPAR, will be given as collateral for said debentures to be issued by AG and L.F. TEL and subscribed by BNDESPAR to refinance said issue. The Parties further acknowledge that the debentures of AG’s 1st issue and of L.F. TEL’s 3rd issue are exchangeable for Affected Shares held directly or indirectly by AG and L.F. TEL, as provided by the terms of said de...
Encumbrance of Shares. The Restricted Shares may not be pledged, hypothecated or otherwise encumbered during the Escrow Period (as defined below) without the prior express written consent of the Corporation, which may be withheld for any reason or without reason.
Encumbrance of Shares. The Shareholders agree not to constitute Encumbrance on the Attached Shares, except for usufruct and the incommunicability and impossibility to levy execution clauses, as applicable, disposed of by donation or will, and shall also abstain from executing agreements or other commitments providing for the Transfer of Attached Shares, unless, in each case, previously approved in writing by the Shareholders and, even if approved, the beneficiary or counterparty, before the effectiveness of this Encumbrance or execution of the commitment, undertakes, in writing, to comply with the terms and conditions provided for in this Agreement. The creation of any Encumbrance in breach of the provisions of this Agreement shall be null and void and shall not be recognized or caused to take effect by the Shareholders and the Company and shall be understood as in breach of this Agreement.
Encumbrance of Shares. Each Shareholder must not create or permit the creation of any Encumbrance over all or any of its Interest unless:
(1) the Encumbrance is a mortgage, charge, assignment by way of security or other recognized form of security reasonably acceptable to the other Shareholder (“Security”); and
(2) the Security is to secure money borrowed by the Shareholder for the purpose of meeting its obligations under this Agreement; and
(3) the person to whom the Security is granted or given (“Security Holder”) agrees in writing in a legally enforceable manner with the other Shareholder (“Non-secured Shareholder”) that the rights and interests of the Company and the other Shareholder in the Interest and the Assets (whether direct or indirect) will not be subject to or prejudiced by the Security and that the Security Holder and any liquidator, receiver, receiver and manager, trustee, assignee or transferee taking an interest in or relating to the Interest of the Shareholder giving or granting the Security (“Encumbered Interest”) will be bound by the terms of this Agreement and will take subject to the rights and interests in the Encumbered Interest of the Non-secured Shareholder and, in particular, but without limiting the foregoing, that:
(a) the Security Holder or any receiver or receiver and manager appointed by the Security Holder under the Security, if it desires to exercise any power of sale or foreclosure arising under the Security, must comply with section 16.3 as if such Security Holder, receiver or receiver and manager were the Selling Shareholder and as if reference to the other Shareholder in section 16.3 was to the Non-secured Shareholder; and
(b) the Security must be subordinate to any then-existing debt or Encumbrance, encumbering the Shareholder’s Interest.
Encumbrance of Shares. No Shareholder may create any encumbrance, surety or option or in any other way encumber its Shares, unless it does so with the prior consent in writing of Shareholders representing the majority of the share capital with voting rights.
Encumbrance of Shares a Shareholder encumbers, or purports to encumber, any Shares in breach of the Constitution or this Agreement;
