No dealing in the Pooled Shares Sample Clauses

No dealing in the Pooled Shares. Except with the prior written consent of the Parties hereto, the Pooled Shareholder shall not sell, deal in, assign, hypothecate, pledge or transfer in any manner whatsoever or agree to sell, deal in, assign, hypothecate, pledge or transfer in any manner whatsoever any of the said Pooled Shares or beneficial ownership of or any interest in them, other than as set forth under the terms of the Loan Agreement; and the Pooling Trustee shall not accept or acknowledge any transfer, assignment, hypothecation, pledge, declaration of trust or any other document evidencing a change in legal or beneficial ownership of any interest in the Pooled Shares except as may be required by reason of the dissolution or bankruptcy of the Pooled Shareholder, subject to this Agreement for whatsoever person or persons, firm or corporation who may thus become legally entitled thereto. Notwithstanding the foregoing, however, the Pool Committee may permit a transfer for family planning or tax planning purposes so long as the recipient of any Pooled Shares accepts and agrees to be bound by the terms and conditions of this Agreement. 2.6
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No dealing in the Pooled Shares. Except with the prior written consent of the Parties hereto, the Pooled Shareholder shall not sell, deal in, assign, hypothecate, pledge or transfer in any manner whatsoever or agree to sell, deal in, assign, hypothecate, pledge or transfer in any manner whatsoever any of the said Pooled Shares or beneficial ownership of or any interest in them; and the Pooling Trustee shall not accept or acknowledge any transfer, assignment, hypothecation, pledge, declaration of trust or any other document evidencing a change in legal or beneficial ownership of any interest in the Pooled Shares, except as may be required by reason of death of the Pooled Shareholder.
Sample 1

Related to No dealing in the Pooled Shares

  • Sophisticated Seller Seller is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the sale of Shares to Buyer.

  • Sophisticated Buyer Buyer is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the purchase of Shares from Seller.

  • Additional Shares or Substituted Securities In the event of the declaration of a share dividend, the declaration of an extraordinary dividend payable in a form other than Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding Shares without receipt of consideration, any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect to any Shares subject to this Section 5 or into which such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of Shares subject to this Section 5 and Section 3.

  • Sophisticated Investor (i) Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Securities.

  • Investment Intent; Accredited Investor The Investor is purchasing the Note and the Warrant for its own account, for investment purposes, and not with a view towards distribution. The Investor is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D of the 1933 Act. The Investor has, by reason of its business and financial experience, such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of (a) evaluating the merits and risks of an investment in the Note, the Warrant and the Investor Shares and making an informed investment decision, (b) protecting its own interests and (c) bearing the economic risk of such investment for an indefinite period of time.

  • Acting Jointly or in Concert For the purposes of this Agreement, a Person is acting jointly or in concert with every Person who is a party to an agreement, commitment or understanding, whether formal or informal, with the first Person or any Associate or Affiliate of the first Person to acquire or make an Offer to Acquire Voting Shares of the Corporation (other than customary agreements with and between underwriters or banking group members or selling group members with respect to a distribution of securities or to a pledge of securities in the ordinary course of business).

  • Optionee Not a Shareholder Optionee shall have no rights as a shareholder with respect to the Common Stock of the Company covered by the Option until the date of issuance of a stock certificate or stock certificates to him upon exercise of the Option. No adjustment will be made for dividends or other rights for which the record date is prior to the date such stock certificate or certificates are issued.

  • Acquisition for Investment The Purchaser is a “non-US person” as defined in Regulation S, acquiring the Shares solely for the its own account for the purpose of investment and not with a view to or for sale in connection with a distribution to anyone. 投资目的。购买人是符合规则S下定义的“非美国主体”，购买此合同下的股票仅出于其个人的投资目的，不是为了向其他人分销。

  • Institutional Accredited Investor It is and will be on the Closing Date (i) an institutional “accredited investor” as such term is defined in Rule 501(a) of Regulation D and as contemplated by subsections (1), (2), (3) and (7) of Rule 501(a) of Regulation D, and has no less than $5,000,000 in total assets, or (ii) a QIB.

  • Title to the Shares Seller owns of record and beneficially the Shares of the Company, free and clear of all liens, encumbrances, pledges, claims, options, charges and assessments of any nature whatsoever, with full right and lawful authority to transfer the Shares to Buyer. No person has any preemptive rights or rights of first refusal with respect to any of the Shares. There exists no voting agreement, voting trust, or outstanding proxy with respect to any of the Shares. There are no outstanding rights, options, warrants, calls, commitments, or any other agreements of any character, whether oral or written, with respect to the Shares.

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