Common use of No Disposition, Etc Clause in Contracts

No Disposition, Etc. Without the prior written consent of Pledgee, except as expressly permitted under the terms and conditions of the Loan Agreement, each Pledgor agrees that Pledgor will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged 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 Interests, any other Pledged Collateral or any interest therein, or any proceeds thereof, except for the Lien and security interest provided for by this Agreement and the Liens listed of the definition of “Permitted Liens” (as defined in, and pursuant to, the Loan Agreement), to the extent applicable to the Pledged Interests. Except as expressly permitted by the Loan 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, any issuer of Pledged Interests to (a) issue any equity interests or other securities of any nature in addition to or in exchange or substitution for the Pledged Interests or (b) dissolve, liquidate, retire any of its capital stock, reduce its capital or merge or consolidate with any other Person.

No Disposition, Etc. Without 8.1. The Pledgor agrees that, without the prior written consent of the Pledgee, except as expressly permitted under the terms and conditions of the Loan Agreement, each Pledgor agrees that Pledgor it will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Interests Collateral (or any other Pledged Collateralpart thereof) except that no such consent shall be required in the case of transfers permitted under the Credit Agreement provided however that in each such case the transferee shall prior to such transfer have acknowledged this Pledge in writing and shall have agreed to assume, jointly with the transferring Pledgor, all obligations of the Pledgor hereunder including those arisen and not satisfied prior the date of the transfer, nor will Pledgor it create, incur or permit to be created or exist any pledgeencumbrance (save as may be permitted pursuant to Section 6.02 (d), Lien, mortgage, hypothecation, security interest, charge, option (e) or any other encumbrance (q) of the Credit Agreement or with the prior and express written approval of the Pledgee) by contract or otherwise with respect to any of the Pledged InterestsCollateral, any other Pledged Collateral or any interest therein, or any proceeds thereof, except for the Lien and security interest provided for by this Agreement Pledge Agreement. 8.2. The Company notes and acknowledges the Liens listed above and confirms that it shall not register any transfers or encumbrances of the definition Pledged CEPCs (or other part of “Permitted Liens” the Pledged Collateral) (as defined in, and other than pursuant to, the Loan to this Pledge Agreement), to the extent applicable to the Pledged Interests. Except as expressly permitted by the Loan Agreement, without except with 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, any issuer of Pledged Interests to (a) issue any equity interests or other securities of any nature in addition to or in exchange or substitution for the Pledged Interests or (b) dissolve, liquidate, retire any of its capital stock, reduce its capital or merge or consolidate with any other PersonPledgee.

No Disposition, Etc. Without the prior written consent of Pledgee, except as expressly permitted under the terms and conditions of the Loan Note Purchase Agreement, each Pledgor agrees that Pledgor will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged 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 Interests, any other Pledged Collateral or any interest therein, or any proceeds thereof, except for the Lien and security interest provided for by this Agreement and the Liens listed of the definition of “Permitted Liens” (as defined in, and pursuant to, the Loan Note Purchase Agreement), to the extent applicable to the Pledged Interests. Except as expressly permitted by the Loan Note Purchase 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, any issuer of Pledged Interests to (a) issue any equity interests or other securities of any nature in addition to or in exchange or substitution for the Pledged Interests or (b) dissolve, liquidate, retire any of its capital stock, reduce its capital or merge or consolidate with any other Person.

No Disposition, Etc. Without 10.1 Except for the relevant provisions of the ▇▇▇▇ and the Prepaid Forward Purchase Agreement in relation to the shares in the Company, the Pledgor agrees that, without the prior written consent of Pledgeethe Agent, except as expressly permitted under the terms and conditions of the Loan Agreement, each Pledgor agrees that Pledgor they will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Interests Assets (or any other Pledged Collateralpart thereof), nor will Pledgor it create, incur or permit to exist any pledge, Lien, mortgage, hypothecation, security interest, charge, option encumbrance or any right of use (other encumbrance than as permitted by the Agreement or with the prior and express approval of the Agent) by contract or otherwise with respect to any of the Pledged InterestsAssets, any other Pledged Collateral or any interest therein, or any proceeds thereof, except for (i) the Lien and security interest provided for by this Pledge Agreement and (ii) the first ranking security granted pursuant to First Priority Term Pledge Agreement. 10.2 The Company hereby notes and acknowledges the above to the Agent and confirms that it shall not register any transfers or encumbrances of the Pledged Shares or the Pledged PECs (or other part of the Pledged Assets) (other than pursuant to this Pledge Agreement and the Liens listed of the definition of “Permitted Liens” (as defined in, and first ranking security granted pursuant to, the Loan to First Priority Term Pledge Agreement), to the extent applicable to the Pledged Interests. Except as expressly permitted by the Loan Agreement, without except with 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, any issuer of Pledged Interests to (a) issue any equity interests or other securities of any nature in addition to or in exchange or substitution for the Pledged Interests or (b) dissolve, liquidate, retire any of its capital stock, reduce its capital or merge or consolidate with any other PersonAgent.

No Disposition, Etc. Without the prior written consent of Pledgee, except as expressly permitted under the terms and conditions of the Term Loan Agreement, each Pledgor agrees that Pledgor will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged 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 Interests, any other Pledged Collateral or any interest therein, or any proceeds thereof, except for the Lien and security interest provided for by this Agreement and the Liens listed permitted pursuant to Section 7.2 of the definition of “Permitted Liens” (as defined in, and pursuant to, the Term Loan Agreement), to the extent applicable to the Pledged Interests. Except as expressly permitted by the Term Loan Agreement, without the prior written consent of Pledgee (which consent shall not be unreasonably withheld 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, any issuer of Pledged Interests to (a) issue any equity interests or other securities of any nature in addition to or in exchange or substitution for the Pledged Interests or (b) dissolve, liquidate, retire any of its capital stock, reduce its capital or merge or consolidate with any other Person.

No Disposition, Etc. Without 8.1. Each of the Pledgors agrees that, without the prior written consent of the Pledgee, except as expressly permitted under the terms and conditions of the Loan Agreement, each Pledgor agrees that Pledgor it will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Interests Collateral (or any other Pledged Collateralpart thereof) except that no such consent shall be required in the case of transfers permitted under the Credit Agreement provided however that in each such case the transferee shall prior to such transfer have acknowledged this Pledge in writing and shall have agreed to assume, jointly with the transferring Pledgor, all obligations of the Pledgors hereunder including those arisen and not satisfied prior the date of the transfer, nor will Pledgor it create, incur or permit to be created or exist any pledgeencumbrance (save as may be permitted pursuant to Section 6.02 (d), Lien, mortgage, hypothecation, security interest, charge, option (e) or any other encumbrance (q) of the Credit Agreement or with the prior and express written approval of the Pledgee) by contract or otherwise with respect to any of the Pledged InterestsCollateral, any other Pledged Collateral or any interest therein, or any proceeds thereof, except for the Lien and security interest provided for by this Agreement Pledge Agreement. 8.2. The Company notes and acknowledges the Liens listed above and confirms that it shall not register any transfers or encumbrances of the definition Pledged Shares (or other part of “Permitted Liens” the Pledged Collateral) (as defined in, and other than pursuant to, the Loan to this Pledge Agreement), to the extent applicable to the Pledged Interests. Except as expressly permitted by the Loan Agreement, without except with 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, any issuer of Pledged Interests to (a) issue any equity interests or other securities of any nature in addition to or in exchange or substitution for the Pledged Interests or (b) dissolve, liquidate, retire any of its capital stock, reduce its capital or merge or consolidate with any other PersonPledgee.