No Transfer or Encumbrance of Shares Sample Clauses

No Transfer or Encumbrance of Shares. Each Holder agrees not to sell, pledge, assign, encumber, dispose of or otherwise transfer (including by merger, testamentary disposition, interspousal disposition pursuant to a domestic relations proceeding or otherwise by operation of law) ("transfer") any of the Shares or any New Shares, or to make any offer or agreement relating to the transfer of Shares or New Shares at any time prior to the Expiration Date. The foregoing restrictions shall not prohibit a transfer of Shares or New Shares (i) in the case of an individual, to any member of his immediate family, to a trust for the benefit of Holder or any member of his immediate family or a transfer of Shares or New Shares upon the death of Holder, (ii) between Holders in private transactions with the prior written consent of SM (such consent not to be unreasonably withheld), or (iii) in the case of a partnership or limited liability company, to one or more partners or members or to an affiliated corporation, provided, however, that any transferee with respect to such transfer shall, as a precondition to such transfer, agree to be bound by the terms and conditions of this Stock Voting Agreement by executing the counterpart signature page hereto. For purposes of this Stock Voting Agreement, "immediate family" means any relationship by blood, marriage or adoption, not more remote than first cousin. Each Holder agrees that any New Shares shall be subject to the terms and conditions of this Stock Voting Agreement to the same extent as if such shares constituted Shares.
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No Transfer or Encumbrance of Shares. Stockholder agrees not to transfer, sell, exchange, pledge or offer to transfer or sell or otherwise dispose of or encumber any of the Shares or any New Shares (as defined below), or to make any offer or agreement relating thereto at any time prior to the Expiration Date (as defined below). The foregoing restrictions shall not prohibit a transfer of Shares or New Shares to a trust for the benefit of Stockholder or to a limited partner of Stockholder or a transfer of Shares or New Shares upon the death of Stockholder; provided, however, that any transferee with respect to such transfer shall agree to be bound by the terms and conditions of this Voting Agreement. As used herein, the term "Expiration Date" shall mean the earliest to occur of (i) the date on which Titan and OEDC mutually consent to terminate this Agreement in writing, (ii) consummation of the transactions contemplated by the Merger Agreement, or (iii) prior to the consummation of the transactions contemplated by the Merger Agreement, the termination of the Merger Agreement pursuant to its terms. Stockholder agrees that any shares of capital stock of OEDC that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the execution of this Voting Agreement and prior to the Expiration Date ("New Shares") shall be subject to the terms and conditions of this Voting Agreement to the same extent as if such shares were owned as of the date hereof.
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No Transfer or Encumbrance of Shares. Each Holder agrees not to sell, pledge, assign, encumber, dispose of or otherwise transfer (including by merger, testamentary disposition, interspousal disposition pursuant to a domestic relations proceeding or otherwise by operation of law) ("transfer") any of the Shares or any New Shares, or to make any offer or agreement relating to the transfer of Shares or New Shares at any time prior to the Expiration Date. The foregoing restrictions shall not prohibit a transfer of Shares or New Shares (i) in the case of an individual, to any member of his immediate family, to a trust for the benefit of Holder or any member of his immediate family or a transfer of Shares or New Shares upon the death of Holder or (ii) in the case of a partnership or limited liability company, to one or more partners or members or to an affiliated corporation, provided, however, that any transferee with respect to such transfer shall, as a precondition to such transfer, agree to be bound by the terms and conditions of this Stock Voting Agreement by executing the counterpart signature page hereto. For purposes of this Stock Voting Agreement, "immediate family" means any relationship by blood, marriage or adoption, not more remote than first cousin. Each Holder agrees that any New Shares shall be subject to the terms and conditions of this Stock Voting Agreement to the same extent as if such shares constituted Shares.
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No Transfer or Encumbrance of Shares. It will not sell, transfer, encumber, or otherwise dispose of its shares of common stock of Seller.
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No Transfer or Encumbrance of Shares. Shareholder agrees not to transfer, sell, exchange, pledge or offer to transfer or sell or otherwise dispose of or encumber any of the Shares or any New Shares (as defined below), or to make any offer or agreement relating thereto at any time prior to the Expiration Date (as defined below). The foregoing restrictions shall not prohibit a transfer of shares or New Shares to a trust for the benefit of Shareholder or a transfer of Shares or New Shares upon the death of Shareholder, PROVIDED, HOWEVER, that any transferee with respect to such transfer shall agree to be bound by the terms and conditions of this Voting Agreement. As used herein, the term "Expiration Date" shall mean the earlier to occur of (i) the date and time on which the Merger shall become effective in accordance with the terms of the Merger Agreement or (ii) the date on which the Merger Agreement shall be terminated pursuant to Section 8.1 of the Merger Agreement. Shareholder agrees that any shares of capital stock of 3Com that Shareholder purchases or with respect to which Shareholder otherwise acquires beneficial ownership after the execution of this Voting Agreement and prior to the Expiration Date ("New Shares") shall be subject to the terms and conditions of this Voting Agreement to the same extent as if such shares constituted Shares.
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No Transfer or Encumbrance of Shares. Holder agrees not to sell, pledge, assign, encumber, dispose of or otherwise transfer (including by merger, testamentary disposition, interspousal disposition pursuant to a domestic relations proceeding or otherwise by operation of law) ("TRANSFER") any of the Shares or any New Shares (as defined below), or to make any offer or agreement relating thereto at any time prior to the expiration of this Kana Stock Voting Agreement. The foregoing restrictions shall not prohibit a transfer of shares or New Shares (i) in the case of an individual, to any member of his immediate family, to a trust for the benefit of Holder or any member of his immediate family or a transfer of Shares or New Shares upon the death of Holder, (ii) in the case of a partnership or limited liability company, to one or more partners or members or to an affiliated corporation, or (iii) which Holder can not prevent (it being understood that Holder shall use his best efforts to prevent transfers other than pursuant to (i) and (ii) hereof; provided, however, that any transferee with respect to a transfer permitted under (i) or (ii) shall, as a precondition to such transfer, agree in a writing delivered to Silknet, to be bound by the terms and conditions of this Kana Stock Voting Agreement. This Kana Stock Voting Agreement shall expire on the earlier of (a) the date and time on which the Merger shall become effective in accordance with the terms of the Merger Agreement or (b) the date on which the Merger Agreement shall be terminated pursuant to Section 8.01 of the Merger Agreement (the "EXPIRATION DATE"). Holder agrees that any shares of capital stock of Kana that Holder purchases or with respect to which Holder otherwise acquires beneficial ownership after the date of this Kana Stock Voting Agreement and prior to the Expiration Date ("NEW SHARES") shall be subject to the terms and conditions of this Kana Stock Voting Agreement to the same extent as if such shares constituted Shares.
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No Transfer or Encumbrance of Shares. Holder agrees not to sell, pledge, assign, encumber, dispose of or otherwise transfer (including by merger, testamentary disposition, interspousal disposition pursuant to a domestic relations proceeding or otherwise by operation of law) ("TRANSFER") any of the Shares or any New Shares (as defined below), or to make any offer or agreement relating thereto at any time prior to the expiration of this Silknet Stock Voting Agreement. The foregoing restrictions shall not prohibit a transfer of Shares or New Shares (i) in the case of an individual, to any member of his immediate family, to a trust for the benefit of Holder or any member of his immediate family or a transfer of Shares or New Shares upon the death of Holder, (ii) in the case of a partnership or limited liability company, to one or more partners or members or to an affiliated corporation or (iii) which Holder can not prevent (it being understood that Holder shall use his best efforts to prevent transfers other than pursuant to (i) or (ii) hereof); provided, however, that any transferee with respect to a transfer permitted under (i) or (ii) shall, as a precondition to such transfer, agree in a writing delivered to
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No Transfer or Encumbrance of Shares. Such Stockholder will not at any time prior to the Closing assign, transfer, hypothecate or otherwise encumber or create in favor of any other party any right or interest in the Company Shares.
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Related to No Transfer or Encumbrance of Shares

  • Transfer or Encumbrance Pledgor will not (i) sell, assign (by operation of law or otherwise) or transfer Pledgor's rights in any of the Collateral, (ii) xxxxx x xxxx or security interest in or execute, file or record any financing statement or other security instrument with respect to the Collateral to any party other than Secured Party, or (iii) deliver actual or constructive possession of any certificate, instrument or document evidencing and/or representing any of the Collateral to any party other than Secured Party.

  • Due on Sale or Encumbrance Subject to specific exceptions set forth below, each Mortgage Loan contains a “due-on-sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the requirements of the related Mortgage Loan documents (which provide for transfers without the consent of the Mortgagee which are customarily acceptable to the Mortgage Loan Seller, including, but not limited to, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Mortgage Loan documents), (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Mortgage Loan documents, (iii) transfers of less than, or other than, a controlling interest in a Mortgagor, (iv) transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Mortgage Loan documents or a Person satisfying specific criteria identified in the related Mortgage Loan documents, (v) transfers of common stock in publicly traded companies or (vi) a substitution or release of collateral within the parameters of paragraphs 28 and 33 herein, or (vii) by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan as set forth on Exhibit C-32-1, or future permitted mezzanine debt as set forth on Exhibit C-32-2 or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any Companion Loan of any Mortgage Loan or any subordinate debt that existed at origination and is permitted under the related Mortgage Loan documents, (ii) purchase money security interests (iii) any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan as set forth on Exhibit C-32-3 or (iv) Permitted Encumbrances. The Mortgage or other Mortgage Loan documents provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.

  • No Transfer of Shares Each of the Selling Shareholders, directly or indirectly, has not entered into any commitment, transaction or other arrangement, including any prepaid forward contract, 10b5-1 plan or similar agreement, which transfers or may transfer any of the legal or beneficial ownership or any of the economic consequences of ownership of the Selling Shareholder Shares to be sold by such Selling Shareholder hereunder, except as has been previously disclosed in writing to the Underwriter.

  • Sale or Encumbrance Prohibited Except as otherwise permitted in this Agreement, no Member may voluntarily or involuntarily transfer, sell, convey, encumber, pledge, assign, or otherwise dispose of (collectively, "Transfer") an interest in the Company without the prior written consent of a majority of the other non-transferring Members determined on a per capita basis.

  • Transfer and Encumbrance The L-C shall also provide that Landlord may, at any time and without notice to Tenant and without first obtaining Tenant’s consent thereto, transfer (one or more times) all or any portion of its interest in and to the L-C to another party, person or entity, regardless of whether or not such transfer is from or as a part of the assignment by Landlord of its rights and interests in and to this Lease. In the event of a transfer of Landlord’s interest in under this Lease, Landlord shall transfer the L-C, in whole or in part, to the transferee and thereupon Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole of said L-C to a new landlord. In connection with any such transfer of the L-C by Landlord, Tenant shall, at Tenant’s sole cost and expense, execute and submit to the Bank such applications, documents and instruments as may be necessary to effectuate such transfer and, Tenant shall be responsible for paying the Bank’s transfer and processing fees in connection therewith; provided that, Landlord shall have the right (in its sole discretion), but not the obligation, to pay such fees on behalf of Tenant, in which case Tenant shall reimburse Landlord within ten (10) days after Tenant’s receipt of an invoice from Landlord therefor.

  • No Sale/Encumbrance (a) Except as otherwise expressly provided in this Agreement, without the prior written consent of Lender, Borrower shall not cause or permit (i) a Sale or Pledge of the Property or any part thereof, (ii) a Sale or Pledge of an interest in any Restricted Party or (iii) any change in Control of Borrower, Sponsor, Guarantor, any Affiliated Manager, or any change in the direct or indirect control of the day-to-day operations of the Property (collectively, a “Prohibited Transfer”), other than pursuant to Leases of space in the Improvements to Tenants in accordance with the provisions of Section 4.14. (b) A Prohibited Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to (A) any Leases or any Rents or (B) the Property Documents; (iii) any action instituted by (or at the behest of) Borrower or its affiliates or consented to or acquiesced in by Borrower or its affiliates which results in a Property Document Event; (iv) if a Restricted Party is a corporation, any merger, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock in one or a series of transactions; (v) if a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Sale or Pledge of the partnership interest of any general or limited partner or any profits or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; (vi) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of any member or any profits or proceeds relating to such membership interest; (vii) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; or (viii) the removal or the resignation of Manager (including, without limitation, an Affiliated Manager) other than in accordance with Section 4.15.

  • No Transfer You may not transfer your rights or obligations.

  • Conditions Upon Issuance of Shares Notwithstanding any other provision of the Plan or any agreement entered into by the Company pursuant to the Plan, the Company shall not be obligated, and shall have no liability for failure, to issue or deliver any Shares under the Plan unless such issuance or delivery would comply with Applicable Law, with such compliance determined by the Company in consultation with its legal counsel.

  • Issuance of Shares of Stock As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares.

  • Reservation of Shares The Company will reserve and keep available that maximum number of its authorized but unissued securities which are issuable upon exercise of the Warrants and Placement Warrants outstanding from time to time.

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