No Disposition of Shares Sample Clauses

No Disposition of Shares. Each Shareholder, severally and not jointly, hereby agrees that, except as contemplated by the Merger Agreement and this Agreement, such 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 such Shareholder's voting rights with respect to, any of such 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 Shareholders' Meeting or the Company Stockholders' Meeting, as the case may be, 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 such Shareholder herein untrue or incorrect in any material respect or have the effect of preventing or disabling such 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. 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.
Sample 1
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. 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.
Sample 1
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.
Sample 1
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.
Sample 1
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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. Pledgor will not sell, encumber, license, distribute, or otherwise dispose of any of the Shares.
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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 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.

  • 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.

  • VALUATION OF SHARES The net asset value per share of the Acquiring Fund Shares shall be the net asset value per share computed as of the close of business on the New York Stock Exchange on the Valuation Date, using the valuation procedures set forth in the Trust’s Declaration of Trust and the Acquiring Fund’s then current prospectus and statement of additional information.

  • Distribution of Shares (a) Subject to the provisions of Paragraphs 6, 7, 10, 11, 12, 13 and 14 hereof, and to such minimum purchase and other requirements as may from time to time be indicated in the Fund's Prospectus, Distributor, acting as principal for its own account and not as agent for the Fund, shall have the right to purchase Shares from the Fund. Distributor shall sell Shares only in accordance with the Fund's Prospectus, on a "best efforts" basis. Distributor shall purchase Shares from the Fund at a price equal to the net asset value, shall sell Shares at the public offering price as defined in Paragraph 8, and shall retain all sales charges. (b) The Fund shall pay all expenses associated with notices, proxy solicitation material, the preparation of annual or more frequent revisions to the Fund's Prospectus and SAI and of printing and supplying the currently effective Prospectus and SAI to shareholders, other than those necessitated by Distributor's activities or rules and regulations related to Distributor's activities where such amendments or supplements result in expenses which the Fund would not otherwise have incurred. (c) The Distributor (or its affiliates) shall pay the costs of printing and supplying all copies of the Prospectus and SAI that it may reasonably request for use in connection with the distribution of Shares. The Distributor will also pay the expenses of the preparation, excluding legal fees, and printing of all amendments and supplements to the Fund's Prospectus and SAI if the amendment or supplement arises from Distributor's activities or rules and regulations related to Distributor's activities and those expenses would not otherwise have been incurred by the Fund. Distributor will pay all expenses incurred by Distributor in advertising, promoting and selling Fund Shares. (d) Prior to the continuous offering of any Fund Shares, commencing on a date agreed upon by the Fund and the Distributor, it is contemplated that the Distributor may solicit subscriptions for such Shares during a subscription period which shall last for such period as may be agreed upon by the parties hereto. The subscriptions will be payable within three business days after the termination of the subscription period, at which time the Fund will commence operations.

  • Acquisition of Shares by Third Party Other than an affiliate of EVe Mobility Acquisition Sponsor I LLC, any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (c) of this definition;

  • MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock of the Company, then Holder shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of shares of Common Stock for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 11. For purposes of this Section 11, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 11 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.

  • Reclassification of Shares If the Company at any time shall, by combination, reclassification, exchange or subdivision of securities or otherwise, change any of the securities as to which purchase rights under this Warrant Agreement exist into the same or a different number of securities of any other class or classes, this Warrant Agreement shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant Agreement immediately prior to such combination, reclassification, exchange, subdivision or other change.

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