No Disposition of Shares Sample Clauses

No Disposition of Shares. The Shareholder hereby agrees that, except as contemplated by the Merger Agreement and this Agreement, the Shareholder shall not (i) sell, transfer, tender, assign, contribute to the capital of any entity, give or otherwise dispose of, grant a proxy or power of attorney with respect to, deposit into any voting trust, or create or permit to exist any direct limitation on the Shareholder's voting rights with respect to, any of the Shareholder's Shares (or agree or consent to, or offer to do, or grant any option or other right or interest with respect to, any of the foregoing) prior to the record date for the IRT Shareholder's Meeting unless the transferee or assignee of such voting rights grants an irrevocable proxy to the Company as contemplated by Section 1.2, (ii) grant any proxies or powers of attorney, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares, or any interest in any of the foregoing, except this Agreement and proxies executed in favor of the Merger and the transactions and proposals contemplated by the Merger Agreement; (iii) take any action that would make any representation or warranty of the Shareholder herein untrue or incorrect in any material respect or have the effect of preventing or disabling the Shareholder from performing his, her or its obligations, or (iv) directly or indirectly, initiate, solicit or encourage any person to take actions that could reasonably be expected to lead to the occurrence of any of the foregoing.
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No Disposition of Shares. Seller shall not sell, encumber, pledge, transfer or otherwise dispose of or distribute any of the Shares or any of the equity interests of the Subsidiaries.
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No Disposition of Shares. Between the Effective Time and the Closing, GEO shall not permit CSC to dispose of, transfer or assign, or pledge, mortgage or otherwise grant an interest in (except where such encumbrance or interest is released at Closing), any shares of capital stock of YSI or enter into any agreement to do the foregoing.
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No Disposition of Shares. Pledgor will not sell, encumber, license, distribute, or otherwise dispose of any of the Shares.
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No Disposition of Shares. Each Seller agrees that, until such time as this Agreement is terminated, it will not sell any of the Advantage Securities held by it to any person or entity other than Purchaser, and if the Closing occurs, it will not sell any of the Option Shares held by it to any person or entity other than Purchaser until such time as the OESC Option is exercised or expires.
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No Disposition of Shares. Purchaser shall not convey, alienate or assign any interest in the Shares until the full payment and performance of its obligations hereunder and under the Security Agreement.
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No Disposition of Shares. Prior to the earlier to occur of (i) the stockholder approval referenced in Section 8.3.7 of the Purchase Agreement or (ii) the termination of the Purchase Agreement pursuant to Article 9 thereof, no Stockholder shall transfer, pledge, or otherwise dispose of any Stockholder Shares, deposit any Stockholder Shares into a voting trust or enter into any voting agreement or arrangement with respect thereto, or enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition, sale, assignment, transfer or disposition of any Stockholder Shares.
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No Disposition of Shares. Securities, the Convertible Debenture and/or the Lions Gate Debenture in violation of this Amended and Restated Agreement shall be valid, and no such Disposition shall be recorded in the securities register, minute book or corporate records of the Corporation or be opposable to the Corporation and the other Parties herein and any Person acquiring Shares, Securities, the Convertible Debenture and/or the Lions Gate Debenture shall previously execute an intervention to declare having taken cognizance of this Amended and Restated Agreement and to be bound by its provisions.
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No Disposition of Shares. Each of the Sellers further agrees not to reduce such Seller’s beneficial ownership prior to the Company obtaining the Stockholder Approval such that the combined voting power of the Sellers would represent 50% or less of the outstanding shares entitled to vote with respect to the Stockholder Approval.
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Related to No Disposition of Shares

  • Disposition of Shares In the case of an NSO, if Shares are held for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at least one year after exercise and of at least two years after the Date of Grant, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes. If Shares purchased under an ISO are disposed of within one year after exercise or two years after the Date of Grant, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (1) the Fair Market Value of the Shares on the date of exercise, or (2) the sale price of the Shares. Any additional gain will be taxed as capital gain, short-term or long-term depending on the period that the ISO Shares were held.

  • Acquisition of Shares The Borrower will not acquire any equity, share capital, assets or obligations of any corporation or other entity or permit its Shares to be held by any party other than the Shareholder.

  • No Disposition Shareholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, prior to the Expiration Date, Shareholder shall not, directly or indirectly, (i) offer to Transfer, Transfer or consent to any Transfer of any or all of the Covered Shares or the beneficial ownership thereof without the prior written consent of Parent and the Company, (ii) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all Covered Shares or any beneficial ownership thereof, (iii) tender any Covered Shares into any tender or exchange offer, (iv) deposit any or all of the Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any or all of the Covered Shares other than investment management agreements with, and powers-of-attorney held by, Shareholder, (v) grant any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of the Covered Shares that is inconsistent with Section 2 hereof, or (vi) commit or agree to take any of the foregoing actions. Notwithstanding the foregoing but subject to Section 9(d) hereof, Shareholder may Transfer Covered Shares pursuant to an Exempt Transfer; provided that prior to and as a condition to such Exempt Transfer, the transferee of the Covered Shares has agreed to be bound by the terms of this Agreement to the same extent as such Shareholder with respect to the Covered Shares so transferred and the definition of Shareholder shall automatically be amended to include the transferee of the Covered Shares,. If any involuntary Transfer of any of the Covered Shares shall occur (including, but not limited to, a sale by Shareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), Shareholder shall procure that the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee and of any subsequent transferee) take and hold such Covered Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect. Any attempted Transfer (including an Exempt Transfer) of Covered Shares or any interest therein in violation of this Section 3(a) shall be null and void ab initio.

  • No Dispositions Except for the transfer of assets in the ordinary course of business consistent with prior practice, no party shall sell, lease, encumber or otherwise dispose of, or agree to sell, lease, encumber or otherwise dispose of, any of its assets, which are material, individually or in the aggregate, to such party.

  • No Disposition, Etc The Pledgor shall not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Pledged Securities, nor will it 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 Securities, or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Agreement.

  • No Disposition or Encumbrance of Shares The Stockholder hereby agrees that, except as contemplated by this Agreement, the Stockholder shall not (i) sell, transfer, tender (except into the Offer), pledge, assign, contribute to the capital of any entity, hypothecate, give or otherwise dispose of, grant a proxy or power of attorney with respect to (other than the Irrevocable Proxy), deposit into any voting trust, enter into any voting agreement, or create or permit to exist any Liens of any nature whatsoever (other than pursuant to this Agreement) with respect to, any of the Shares (or agree or consent to, or offer to do, any of the foregoing), or (ii) take any action that would make any representation or warranty of the Stockholder herein untrue or incorrect in any material respect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations hereunder.

  • Subsequent Acquisition of Shares Any Equity Securities of PubCo acquired subsequent to the Effective Date by a Holder shall be subject to the terms and conditions of this Investor Rights Agreement and such shares shall be considered to be “Registrable Securities” as such term is used in this Investor Rights Agreement.

  • Aggregation of Shares If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.

  • Combination of Shares If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, the per share Exercise Price shall be appropriately increased and the number of shares of Warrant Shares shall be appropriately decreased in proportion to such decrease in outstanding shares.

  • No Disposition of Collateral Secured Party does not authorize, and Debtor agrees not to:

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