No Disposal of Shares. 12.7.1 The Purchaser acknowledges and agrees that it shall not, within [***] from Closing, sell, assign or otherwise dispose of, or enter into any legally binding agreement to dispose of, directly or indirectly, any of the Shares or substantially all of the assets of any Target Group Company to any third party purchaser without the consent of the Seller, other than (i) to a member of the Purchaser’s Group, (ii) by way of a merger or other form of business combination, assignment of assets or other type of corporate reorganisation where the merged entity or combined business is wholly owned by the Purchaser or the Purchaser’s parent company (any such transferee in paragraphs (i) or (ii), a “Transferee”), (iii) as required by Applicable Law, or (iv) in the event of a change of control of the Purchaser’s ultimate holding company (and the Purchaser shall inform the Seller of any sale, assignment or disposal set out in paragraphs (i) to (iv) of this Clause 12.7.1).
12.7.2 If, within [***] from Closing, a Transferee ceases, for any reason, to be a member of the Purchaser’s Group, the Purchaser undertakes to procure that the Transferee shall, prior to ceasing to be a member of the Purchaser’s Group, immediately transfer back to the Purchaser or another member of the Purchaser’s Group all of the Shares and/or assets sold, assigned or otherwise transferred to it.
No Disposal of Shares. Except for the Class A Shares which shall not be disposed of save in accordance with the provisions of the Articles and the Engagement Letter (as applicable), each Shareholder must:
(a) not create any Security Interest or agree or offer to create any Security Interest, in its Shares unless approved by Shareholders holding at least 70% of the issued share capital of the Company and the Gaming Authority; and
(b) not Dispose or agree to Dispose of any of its Shares, or do or omit to do any act if the act or omission would have the effect of Disposing of any of its Shares unless approved by Shareholders holding at least 70% of the issued share capital of the Company.
No Disposal of Shares. Such Company Shareholder represents that there is no current plan or intention by such Company Shareholder to sell, exchange or otherwise dispose of any of the Parent Securities received by such Company Shareholder.
No Disposal of Shares. Such Shareholder represents that there is no current plan or intention by such Shareholder to sell, exchange or otherwise dispose of any of the shares of IVG Common Stock received by such Shareholder in the Merger as of the Effective Time of the Merger. Shares of SES Stock and shares of IVG Common Stock held by the Shareholder and otherwise sold, redeemed, or disposed of prior to or subsequent to the Closing Date will be considered in making this representation.
No Disposal of Shares. (a) Shares may be transferred in accordance with the following sub-paragraphs, provided that the transferee duly executes and delivers to each other party a Deed of Accession:
(i) a corporate Shareholder may transfer any of its Shares to a Related Body Corporate;
(ii) a trustee may transfer the Shares held by them in that capacity to a person who has a beneficial interest under the relevant trust;
(iii) a Shareholder may transfer any of its Shares to a person approved in writing by all Original Shareholders; or
(iv) as permitted under clauses 11, 12 and 13; and in each case, together with:
(v) the benefit of the same proportion of any loan that it or its Related Party has provided to the Company as the number of Shares it wishes to Dispose bears to the total number of Shares that it holds;
(vi) a repayment by the Shareholder or its Related Party of any loan made by the Company or a Group Member to that Shareholder or Related Party; and
(vii) the release of any guarantees provided by the Company or a Group Member (on the one hand) or the Shareholder or its Related Party (on the other) to secure the obligations of the other.
(b) The Company must note on each Share Certificate that the Shares may only be transferred in accordance with the Constitution and this Agreement.
No Disposal of Shares. (a) Other than in respect of a Permitted Disposal pursuant to clause 15, a Shareholder may only Dispose of Shares:
(i) as permitted under this clause 14; or
(ii) in accordance with clause 17 (Events of Default).
No Disposal of Shares. Such VTI Shareholder represents that there is no current plan or intention by such VTI Shareholder to sell, exchange or otherwise dispose of any of the shares of Edge Common Stock received by such VTI Shareholder in the Merger as of the Effective Time of the Merger. Shares of VTI Common Stock and shares of Edge Common Stock held by the VTI Shareholder and otherwise sold, redeemed, or disposed of prior to or subsequent to the Closing Date will be considered in making this representation.
No Disposal of Shares. To the best of the knowledge of the Shareholder, there is no plan or intention by the shareholders of the Company who own one percent or more of the Company's stock, and there is no plan or intention on the part of the remaining shareholders of the Company, to sell, exchange, or otherwise dispose of a number of shares of DCX received in the transaction that would reduce the Company's shareholder's ownership of DCX stock to a number of shares having a value, as of the date of the transaction, of less than 50 percent of the value of all of the formerly outstanding Company stock as of the same date. Shares of the Company's stock surrendered by dissenters will be treated as outstanding Company stock on the date of the merger. Moreover, shares of Company stock and shares of DCX stock held by the Company's shareholders and otherwise sold or disposed of prior or subsequent to the merger will be considered.
No Disposal of Shares. Such Media Resolutions Shareholder represents --------------------- that there is no current plan or intention by such Media Resolutions Shareholder to sell, exchange or otherwise dispose of any of the shares of Edge Common Stock received by such Media Resolutions Shareholder in the Merger as of the Effective Time of the Merger. Shares of Media Resolutions Common Stock and shares of Edge Common Stock held by the Media Resolutions Shareholder and otherwise sold, redeemed, or disposed of prior to or subsequent to the Closing Date will be considered in making this representation.
No Disposal of Shares. Such Genisys Shareholder represents that there is no current plan or intention by such Genisys Shareholder to sell, exchange or otherwise dispose of any of the shares of Xxxxxxxx-Xxxxxxxx Common Stock received by such Genisys Shareholder in the Merger as of the Effective Time of the Merger. Shares of Genisys Common Stock and shares of Xxxxxxxx-Xxxxxxxx Common Stock held by the Genisys Shareholder and otherwise sold, redeemed, or disposed of prior to or subsequent to the Closing Date will be considered in making this representation.
