Limitation on Dispositions and Proxies Sample Clauses

Limitation on Dispositions and Proxies. During the term of this Agreement, the Stockholder agrees not to sell, assign, pledge, transfer or otherwise dispose of, or grant any proxies with respect to (except for a Proxy or a proxy which is not inconsistent with the terms of this Agreement) any of the Stockholder's Shares.
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Limitation on Dispositions and Proxies. During the period from the date hereof until the earlier of the Effective Time of the Merger and the termination of the Merger Agreement in accordance with its terms, Stockholder agrees not to sell, assign, pledge, transfer or otherwise dispose of, or grant any proxies with respect to any of the Shares (except for the Proxy or a proxy which is not inconsistent with the terms of this Agreement, the Proxy or a sale, transfer or other disposition to a party to hold the Shares subject to the terms of this Agreement and any other agreement entered into pursuant to the Merger Agreement and to which the Shares are subject) or take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby.
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Limitation on Dispositions and Proxies. During the term of this Agreement, each of the Stockholders agrees not to sell, assign, pledge, transfer or otherwise dispose of (each a "Transfer"), or grant any proxies with respect to (except for a proxy which is not inconsistent with the terms of this Agreement) any of such Stockholder's Shares; provided, however, a Stockholder may transfer any or all of the Shares (or any interest therein) to one or more members of the Stockholder's family, any trust for the benefit of the Stockholder's family or any entity controlled by the Stockholder so long as the transferee of such Shares agrees in writing to be bound by the applicable provisions of this Agreement.
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Limitation on Dispositions and Proxies. During the term of this Agreement, the Stockholder agrees not to sell, pledge, assign, encumber, dispose of or otherwise transfer (including by merger, testamentary disposition, interspousal disposition pursuant to a domestic relations proceeding or otherwise by operation of law) ("transfer") any of the Shares or any New Shares (as defined below), or to make any offer or agreement relating thereto at any time prior to the expiration of this Agreement. The foregoing restrictions shall not prohibit a transfer of Shares or New Shares to a trust for the benefit of the Stockholder or a transfer of Shares or New Shares upon the death of the Stockholder, provided, however, that any transferee with respect to such transfer shall, as a precondition to such transfer, agree in a writing delivered to Buyer, to be bound by the terms and conditions of this Agreement. The Stockholder agrees that any share of capital stock of the Company that the Stockholder purchases or with respect to which the Stockholder otherwise acquires beneficial ownership after the date of this Agreement shall be subject to the terms and conditions of this Agreement to the same extent as if such shares constituted Shares.
Sample 1
Limitation on Dispositions and Proxies. During the term of this Agreement, each of the Shareholders agrees not to sell, assign, pledge, transfer or otherwise dispose of (each a "Transfer"), or grant any proxies with respect to (except for a proxy which is not inconsistent with the terms of this Agreement) any of such Shareholder's Shares.
Sample 1
Limitation on Dispositions and Proxies. (a) During the term of this Agreement, each of the Stockholders agrees not to sell, assign, pledge, transfer or otherwise dispose of (each a "Transfer"), or grant any proxies with respect to (except for a proxy which is not inconsistent with the terms of this Agreement) any of such Stockholder's Shares; provided, however, that (i) each Stockholder (but not a Stockholder who is not an original signatory to this Agreement and who receives Shares in a Transfer made under this Section 3(a)) that is an individual may Transfer during the term of this Agreement up to 200,000 of such Stockholder's Shares, and additional Shares in excess of such 200,000 if each transferee of such additional Shares agrees to be bound by the terms of this Agreement (and thereby becomes a Stockholder under this Agreement for all purposes) and (ii) each Stockholder that is a trust or a foundation may Transfer during the term of this Agreement up to the number of such Stockholder's Shares as would be saleable by such Stockholder in compliance with the volume limitations of Rule 144 under the Act, and additional Shares in excess of such number if each transferee of such additional Shares agrees to be bound by the terms of this Agreement.
Sample 1

Related to Limitation on Dispositions and Proxies

  • Limitations on Disposition No Grantor will sell, license, lease, transfer or otherwise dispose of any of the Collateral, or attempt or contract to do so except as permitted by the Credit Agreement.

  • Restrictions on Dispositions Shareholder agrees that, from and after the date of this Agreement and through the Effective Time, he or she will not take any action that will alter or affect in any way the right to vote the Shares, except (i) with the prior written consent of Bancorp or (ii) to change such right from that of a shared right of Shareholder to vote the Shares to a sole right of Shareholder to vote the Shares.

  • Limitation on Disposition of Property Dispose of any of its Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:

  • Limitations on Dispositions of Collateral The Debtor will not sell, transfer, lease, or otherwise dispose of any of the Collateral, or attempt, offer or contract to do so other than dispositions of Inventory in the ordinary course of the Debtor’s business; provided, however that the Debtor will be allowed to grant licenses to its products and related documentation in the ordinary course of business and to establish or provide for escrows of related intellectual property in connection therewith.

  • Restrictions on Disposition The Stockholder hereby agrees, except as permitted in this Section 4(a) and Section 4(b) below, not to directly or indirectly, offer to sell, contract to sell, transfer, assign, cause to be redeemed or otherwise sell or dispose of any of the Parent Shares (collectively a "Disposition") received by the stockholder in connection with the Merger without the prior written consent of Cordiant. Notwithstanding anything to the contrary provided in this Agreement, the Stockholder shall have the right to transfer Parent Shares (i) to any Family Member, (ii) to the trustee or trustees of a trust solely (except for remote contingent interests) for the benefit of the Stockholder and/or one or more Family Members and/or a charitable organization (a "Family Member Trust"), (iii) to a foundation created or established by the Stockholder, or any other charitable organization, (iv) to a corporation of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the outstanding capital stock, (v) to a limited liability company of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the outstanding membership interests, (vi) to a partnership of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the partnership interests, (vii) to the executor, administrator or personal representative of the estate of the Stockholder or any other Family Member, or (viii) to any guardian, trustee or conservator appointed with respect to the assets of the Stockholder, provided, that in the case of any such transfer, the transferee shall execute an agreement to be bound by the terms of this Agreement (each such transfer, a "Permitted Transfer" and, collectively, the "Permitted Transfers"). For purposes of this Agreement, "Family Member" shall mean (a) the Stockholder's spouse, if living with the Stockholder, (b) any one of the following: the Stockholder's father, mother, issue, brother or sister, and the issue of a brother or sister, and (c) the spouse of any Family Member described in (b) above, if the spouse shall be living with that Family Member. The Stockholder hereby agrees and consents to the entry of stop transfer instructions with Cordiant's transfer agent against the transfer of such Parent Shares except in compliance with this Agreement. Notwithstanding the foregoing, the Stockholder may pledge, hypothecate or otherwise grant a security interest in all or a portion of the Parent Shares beneficially owned by him during the term of this Agreement; provided, however, that any Person receiving such Parent Shares shall be subject to all of the restrictions on Disposition of such Parent Shares imposed by this Agreement to the same extent as the Stockholder.

  • Further Limitations on Disposition The Purchaser further agrees not to make any disposition directly or indirectly of all or any portion of the Shares unless and until:

  • Limitation on Disposition of Assets The Company is, subject to certain conditions, obligated to make an offer to purchase Securities at 100% of their principal amount plus accrued and unpaid interest to the date of repurchase with certain net cash proceeds of certain sales or other dispositions of assets in accordance with the Indenture.

  • Limitation on Duty in Respect of Collateral Beyond the exercise of reasonable care in the custody and preservation thereof, the Collateral Agent will have no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Collateral Agent in good faith, except to the extent that such liability arises from the Collateral Agent’s gross negligence or willful misconduct.

  • Limitations on Asset Sales (a) The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless:

  • Limitation on Restrictions on Subsidiary Distributions Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Class I Restricted Subsidiary (or, in the case of clause (a) only, any Class II Restricted Subsidiary of the Borrower) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Class I Restricted Subsidiary, (b) make Investments in the Borrower or any other Class I Restricted Subsidiary or (c) transfer any of its assets to the Borrower or any other Class I Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary pending such Disposition and (iii) agreements, instruments and documents of the types described in clauses (b) through (l) of Section 7.12 (provided, that, in the case of any such type that is limited to certain assets (including Capital Stock) or Persons, the permission in this clause (iii) shall also be limited to such assets or Persons after giving effect to the final sentence of Section 7.12) and negotiated in good faith and not with the purpose of avoiding the restrictions of this Section. Notwithstanding any of the foregoing, the ability of any Class II Restricted Subsidiary to make Restricted Payments may be subject to encumbrances and restrictions imposed by agreements or instruments relating to any Non-Recourse Debt of such Class II Restricted Subsidiary.

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