Common use of No Transfer or Encumbrance Clause in Contracts

No Transfer or Encumbrance. Except to the extent expressly permitted by the provisions of this Section 2.3, no Escrow Shares 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 Holder or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of a Holder (other than such Holder’s obligations under this Escrow Agreement) prior to the delivery and release to the Holders of the Escrow Shares by the Escrow Agent in accordance with the provisions of Article IV hereof; provided, however, that any Holder may transfer its share of the Escrow Shares 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 Holder that is a partnership, provided that all of such partners agree to be bound by the terms hereof.

Appears in 1 contract

Samples: Noncompetition and Nonsolicitation Agreement (Palmsource Inc)

AutoNDA by SimpleDocs

No Transfer or Encumbrance. Except to the extent expressly permitted by the provisions of this Section 2.33.3, no Escrow Shares Escrowed Property or any beneficial interest therein may be sold, assigned, pledged, encumbered or otherwise transferred (including, including without limitation, limitation by operation of law, other than a an exchange or conversion of shares in a merger or consolidation) by any Holder Finserv Securityholder or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of a Holder Finserv Securityholder (other than such Holder’s Finserv Securityholder's obligations under this Escrow Agreement) prior to the delivery and release to the Holders Finserv Securityholders of the Escrow Shares Escrowed Property by the Escrow Agent in accordance with the provisions of Article IV Section 6 hereof; provided, however, that any Holder Finserv Securityholder may transfer its share of the Escrow Shares Escrowed Property hereunder so long as such transfer is by gift or (I) gift, (ii) upon death or permanent incapacity to his or her guardian, conservator, executor, administrator, trustees or beneficiaries under his or her will, (iii) to his spouse, children, stepchildren, grandchildren, parents, siblings or legal dependents, (iv) 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 hereof, or (v) to partners of a Holder Finserv Securityholder that is a partnership, provided that all of such partners agree execute a joinder agreement specifically agreeing to be bound by the terms hereof.

Appears in 1 contract

Samples: Escrow Agreement (Trizetto Group Inc)

No Transfer or Encumbrance. Except to the extent expressly permitted by the provisions of this Section 2.33.3, no Escrow Shares Escrowed Property or any beneficial interest therein may be sold, assigned, pledged, encumbered or otherwise transferred (including, including without limitation, limitation by operation of law, other than a conversion of shares in a merger or consolidation) by any Holder Partner or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of a Holder Partner (other than such Holder’s Partner's obligations under this Escrow Agreement) prior to the delivery and release to the Holders Partners of the Escrow Shares Escrowed Property by the Escrow Agent in accordance with the provisions of Article IV Section 5 hereof; provided, however, that any Holder Partner may transfer its share of the Escrow Shares 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 Holder Partner that is a partnership, provided that all of such partners agree to be bound by the terms hereof.

Appears in 1 contract

Samples: Escrow Agreement (Trizetto Group Inc)

No Transfer or Encumbrance. Except to the extent expressly permitted by the provisions of this Section 2.33.3, no Escrow Shares Escrowed Property or any beneficial interest therein may be sold, assigned, pledged, encumbered or otherwise transferred (including, including without limitation, limitation by operation of law, other than a conversion of shares in a merger or consolidation) by any Holder Shareholder or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of a Holder Shareholder (other than such Holder’s Shareholder's obligations under this Escrow Agreement and the Merger Agreement) prior to the delivery and release to the Holders Shareholders of the Escrow Shares Escrowed Property by the Escrow Agent in accordance with the provisions of Article IV hereof; this Agreement, provided, however, that any Holder a Shareholder may transfer its share of the Escrow Shares 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 Holder an Shareholder that is a partnership, provided that all of such partners agree to be bound by the terms hereof.

Appears in 1 contract

Samples: Employment Agreement (Platinum Software Corp)

AutoNDA by SimpleDocs

No Transfer or Encumbrance. Except to the extent expressly permitted by the provisions of this Section 2.33.3, no Escrow Shares 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 Holder or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of a Holder (other than such Holder’s 's obligations under this Escrow Agreement) prior to the delivery and release to the Holders of the Escrow Shares by the Escrow Agent Holder in accordance with the provisions of Article IV 4 hereof; provided, however, that any Holder may transfer its share of the Escrow Shares 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 Holder that is a partnership, provided that all of such partners agree to be bound by the terms hereof.

Appears in 1 contract

Samples: Escrow Agreement (Mitel Corp)

Time is Money Join Law Insider Premium to draft better contracts faster.