Common use of No Disposition, Etc Clause in Contracts

No Disposition, Etc. Without the prior written consent of Pledgee, Pledgor agrees that Pledgor will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Shares or any other Pledged Collateral, nor will Pledgor create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any of the Pledged Shares, any other Pledged Collateral or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Agreement. Without the prior written consent of Pledgee (which consent shall not be unreasonably withheld so long as no Event of Default has occurred and is continuing or would result therefrom), Pledgor agrees that it will not vote to enable, and will not otherwise permit, Panther Sub to (a) issue any stock or other securities of any nature in addition to or in exchange or substitution for the Pledged Shares or (b) dissolve, liquidate, retire any of its capital stock, reduce its capital or merge or consolidate with any other Person.

Appears in 3 contracts

Samples: Master Reaffirmation Agreement, Master Reaffirmation Agreement (Panther Expedited Services, Inc.), Master Reaffirmation Agreement (Panther Expedited Services, Inc.)

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No Disposition, Etc. Without the prior written consent of Pledgee, Pledgor agrees that Pledgor will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Shares or any other Pledged Collateral, nor will Pledgor create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any of the Pledged Shares, any other Pledged Collateral or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Agreement. Without the prior written consent of Pledgee (which consent shall not be unreasonably withheld so long as no Event of Default has occurred and is continuing or would result therefrom), Pledgor agrees that it will not vote to enable, and will not otherwise permit, Panther Sub Borrower to (a) issue any stock or other securities of any nature in addition to or in exchange or substitution for the Pledged Shares or (b) dissolve, liquidate, retire any of its capital stock, reduce its capital or merge or consolidate with any other Person.

Appears in 3 contracts

Samples: Master Reaffirmation Agreement, Master Reaffirmation Agreement (Panther Expedited Services, Inc.), Master Reaffirmation Agreement (Panther Expedited Services, Inc.)

No Disposition, Etc. Without Except, in each case, as and to the extent permitted by the Credit Agreement, without the prior written consent of Pledgeethe Collateral Agent, each Pledgor agrees that such Pledgor will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Shares or any other Pledged Collateral, nor will such Pledgor create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance Lien with respect to any of the Pledged Shares, any other Pledged Collateral or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Agreement. Without the prior written consent of Pledgee the Collateral Agent (which consent shall not be unreasonably withheld so long as no Event of Default has occurred and is continuing or would result therefrom), each Pledgor agrees that it will not vote to enable, and will not otherwise permit, Panther Sub any Issuer to (a) issue any stock or other securities of any nature in addition to or in exchange or substitution for the Pledged Shares or (b) dissolve, liquidate, retire any of its capital stock, reduce its capital or merge or consolidate with any other Person, except in each case as expressly permitted by the Credit Agreement.

Appears in 2 contracts

Samples: Pledge Agreement (Vera Bradley, Inc.), Pledge Agreement (Vera Bradley, Inc.)

No Disposition, Etc. Without the prior written consent of Pledgee, Pledgor agrees that Pledgor will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Shares Interests or any other Pledged Collateral, nor will Pledgor create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any of the Pledged SharesInterests, any other Pledged Collateral or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Agreement. Without the prior written consent of Pledgee (which consent shall not be unreasonably withheld so long as no Event of Default or Triggering Event has occurred and is continuing or would result therefrom), Pledgor agrees that it will not vote to enable, and will not otherwise permit, Panther Sub any Pledged Entity to (a) issue any stock membership interests or other securities of any nature in addition to or in exchange or substitution for the Pledged Shares Interests or (b) dissolve, liquidate, retire any of its capital stockcapital, reduce its capital or merge or consolidate with any other Person.

Appears in 1 contract

Samples: Pledge Agreement (CardioVascular BioTherapeutics, Inc.)

No Disposition, Etc. Without the prior written consent of Pledgee, Pledgor agrees that Pledgor will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Shares Interests or any other Pledged Collateral, nor will Pledgor create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any of the Pledged SharesInterests, any other Pledged Collateral or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Agreement. Without the prior written consent of Pledgee (which consent shall not be unreasonably withheld so long as no Event of Default has occurred and is continuing or would result therefrom), Pledgor agrees that it will not vote to enable, and will not otherwise permit, Panther Sub any Issuer to (a) issue any stock membership interests or other securities of any nature in addition to or in exchange or substitution for the Pledged Shares Interests or (b) dissolve, liquidate, retire any of its capital stockcapital, reduce its capital or merge or consolidate with any other Person.

Appears in 1 contract

Samples: Master Financing Agreement (Zap)

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No Disposition, Etc. (i) Without the prior written consent of Pledgeethe Agent, the Pledgor agrees that Pledgor it will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Shares or any other Pledged Collateral; provided, nor however, that the Pledgor may transfer the Collateral to a wholly-owned subsidiary of the Pledgor acceptable in all respects to the Agent and the Lenders in their sole discretion (which discretion shall be exercised by the Agent and the Lenders in good faith) upon the execution by such subsidiary in favor of the Agent of a pledge agreement substantially in the form of this Agreement. (ii) Without the prior written consent of the Agent, the Pledgor will Pledgor not create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any of the Pledged SharesCollateral, any other Pledged Collateral or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Agreement. . (iii) Without the prior written consent of Pledgee (which consent shall not be unreasonably withheld so long as no Event of Default has occurred and is continuing or would result therefrom)the Agent, the Pledgor agrees that it will not vote to enableenable the Borrower to, and will not otherwise permitpermit the Borrower to, Panther Sub to (a) issue any stock or other securities of any nature in addition to or in exchange or substitution for the Pledged Shares or (b) dissolve, liquidate, retire any of its capital stock, reduce its capital or merge or consolidate with any other PersonStock.

Appears in 1 contract

Samples: Pledge Agreement (Cogentrix Energy Inc)

No Disposition, Etc. Without the prior written consent of Pledgee, each Pledgor agrees that such Pledgor will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Shares or any other Pledged Collateral, nor will such Pledgor create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any of the Pledged Shares, any other Pledged Collateral or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Agreement. Without the prior written consent of Pledgee (which consent shall not be unreasonably withheld so long as no Event of Default has occurred and is continuing or would result therefrom), each Pledgor agrees that it will not vote to enable, and will not otherwise permit, Panther Sub any Issuer to (a) issue any stock or other securities of any nature in addition to or in exchange or substitution for the Pledged Shares or (b) dissolve, liquidate, retire any of its capital stock, reduce its capital or merge or consolidate with any other Person, except in each case as permitted by the Credit Agreement.

Appears in 1 contract

Samples: Pledge Agreement (Darwin Professional Underwriters Inc)

No Disposition, Etc. Without Except, in each case, as and to the extent not prohibited by the Credit Agreement, without the prior written consent of Pledgeethe Collateral Agent, each Pledgor agrees that such Pledgor will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Shares or any other Pledged Collateral, nor will such Pledgor create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance Lien with respect to any of the Pledged Shares, any other Pledged Collateral or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Agreement. Without the prior written consent of Pledgee the Collateral Agent (which consent shall not be unreasonably withheld or delayed so long as no Event of Default has occurred and is continuing or would result therefrom), each Pledgor agrees that it will not vote to enable, and will not otherwise permit, Panther Sub any Issuer to (a) issue any stock or other securities of any nature in addition to or in exchange or substitution for the Pledged Shares or (b) dissolve, liquidate, retire any of its capital stock, reduce its capital or merge or consolidate with any other Person, except in each case to the extent not prohibited by the Credit Agreement.

Appears in 1 contract

Samples: Pledge Agreement (Moneygram International Inc)

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