No Transfer or Encumbrance. In addition to and notwithstanding -------------------------- the provisions of Section 1.8 of the Standstill Agreement, WMX and the Shareholder agree not to transfer, sell, offer, exchange, pledge or otherwise dispose of or encumber any of the Warrants, Shareholder Shares or New Shares on or after the date hereof and during the term of this Agreement, except for tenders in accordance with Section 2.4, unless the transferee agrees in writing in form satisfactory to the Company and Parent to be bound by the terms of this Agreement.
No Transfer or Encumbrance. Seller shall not sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of or encumber the Property or any interest therein or part thereof, nor shall Seller initiate, consent to, approve or otherwise take any action with respect to zoning or any other governmental rules or regulations applicable to the Property.
No Transfer or Encumbrance. Except to the extent expressly permitted by the provisions of this Section 3.3, no Escrowed Property or any beneficial interest therein may be sold, assigned, pledged, encumbered or otherwise transferred (including without limitation by operation of law, other than a conversion of shares in a merger or consolidation) by any Partner or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of a Partner (other than such Partner's obligations under this Agreement) prior to the delivery and release to the Partners of the Escrowed Property by the Escrow Agent in accordance with the provisions of Section 5 hereof; provided, however, that any Partner may transfer its share of the Escrowed Property hereunder so long as such transfer is by gift or upon death or permanent incapacity to his or her guardian, conservator, executor, administrator, trustees or beneficiaries under his or her will, spouse, children, stepchildren, grandchildren, parents, siblings or legal dependents, to a trust of which the beneficiary or beneficiaries of the corpus and the income shall be such a person and all such persons agree to be bound by the terms hereof or to partners of a Partner that is a partnership, provided that all of such partners agree to be bound by the terms hereof.
No Transfer or Encumbrance. 16.1 The Voting Depository shall not directly or indirectly sell, dispose of or transfer any Special Voting Share to any party other than to the Company, or otherwise grant any right or interest therein other than issuing DRs.
16.2 Without prejudice to Section 3:259 of the Dutch Civil Code, the Voting Depository shall not directly or indirectly create or permit to exist any pledge, lien, fixed or floating charge or other encumbrance over any Special Voting Share or any interest in any Special Voting Share.
No Transfer or Encumbrance. Except as expressly permitted in the Loan Agreement, Grantor shall not permit or suffer any Transfer of the Property, without the prior written consent of Lender. Except as permitted under the Loan Agreement, without the prior written consent of Lender, Grantor will not permit the Property to become subject to any lien, easement, right of way, roadway (public or private), common area, condominium regime, cooperative housing regime, restrictive covenant, Lease or other matter of any nature that would affect title to the Property, other than the Permitted Encumbrances. Grantor shall give Lender written notice of any default under any Lien. As used herein, the term “Transfer” means any direct or indirect sale, transfer, conveyance, mortgage, pledge or assignment of (i) the Property or any part thereof, or any direct legal or beneficial interest therein; or (ii) any ownership interest in Grantor, or any direct or indirect owner of Grantor, direct or indirect, legal or equitable.
No Transfer or Encumbrance. Between the date hereof and each of the Initial Closing Date and, if applicable, the Optional Closing Date and except as specifically disclosed in the Prospectus, Holdings II shall not issue, grant or sell any additional Membership Units or any rights to any Membership Units.
No Transfer or Encumbrance. To the extent permitted by applicable law, no General Escrow Shares or General Escrow Dividends or any beneficial interest therein may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by Buyer or Nasco or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of Buyer or Nasco or used for any reason, prior to (i) in the case of Buyer, the retention of General Escrow Shares in satisfaction of a resolved Claim for Damages to address any post-closing Merger Adjustment in accordance with this Agreement or (ii) in the case of Nasco, the release by Escrow Agent to Nasco of General Escrow Shares or General Escrow Dividends in accordance with this Agreement, except that Nasco shall be entitled to assign its rights to the General Escrow Shares or General Escrow Dividends by will, by the laws of intestacy or by other operation of law.
No Transfer or Encumbrance. Between the date hereof and each of the Initial Closing Date and, if applicable, the Over-Allotment Closing Date and except as specifically disclosed in the Prospectus, the Company shall not issue, grant, sell, transfer, pledge or otherwise hypothecate any additional Common Units or any rights to any Common Units; provided that the Company may and shall implement the stock split contemplated by the LLC Agreement. Between the date hereof and each of the Over-Allotment Closing Date and except as specifically disclosed in the Prospectus, the Wayzata Funds shall not sell, transfer, pledge or otherwise hypothecate any additional Common Units or any rights to any Common Units; provided that the Wayzata Funds may participate in the stock split contemplated by the LLC Agreement and may deliver Common Units to the Company or to the Corporation in accordance with this Agreement. Section 9.03 Conduct of the Business. Between the date hereof and each of the Initial Closing Date and, if applicable, the Over-Allotment Closing Date and except as specifically disclosed in the Prospectus, the Company shall (i) conduct the business of the Company in the ordinary course consistent with past practice, (ii) use all commercially reasonable efforts to (A) retain the services of its key employees, (B) preserve the Company’s relationships with material customers, suppliers, sponsors, licensees and creditors, and (C) maintain and keep the Company’s properties and assets in as good repair and condition as at present, ordinary wear and tear excepted, (iii) maintain its capital structure as it exists on the date of this Agreement, except as specifically contemplated hereunder. 1 NTD: To be 30 days after the date of the Underwriting Agreement.
(a) This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of Delaware without giving effect to principles of conflicts of law that would result in the application of the laws of any other jurisdiction.
(b) Each of the parties hereto hereby irrevocably submits to the non-exclusive jurisdiction of the United States District Court for the District of Delaware for the purposes of any suit, action o other proceeding arising out of this Agreement, any related agreement or any transaction contemplated hereby or thereby. Each of the parties hereto hereby further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above sha...
No Transfer or Encumbrance. Between the date hereof and the Closing Date and except as specifically disclosed in the Prospectus, NCM LLC shall not issue, grant or sell any additional LLC Units or any rights to any LLC Units (except pursuant to the Equity Incentive Plan).
No Transfer or Encumbrance. Debtor has not and shall not, without the prior written consent of Secured Party, sell, assign, pledge, transfer, dispose of or deal with the Collateral, or create or permit any lien, security interest, charge or other encumbrance thereon, by or through Debtor, except for the Permitted Encumbrances, on any portion of the Collateral.
