No Transfers or Encumbrances. During the term of this Agreement, Borrower will not transfer or otherwise encumber any interest in the Collateral, except for nonexclusive licenses granted by Borrower in the ordinary course of business or as set forth in this Agreement and the Permitted Liens.
No Transfers or Encumbrances. Except with the prior written consent of the other Shareholder or as otherwise expressly permitted by this Agreement, no Shareholder shall, directly or indirectly, (i) sell, assign, donate or otherwise transfer or dispose of, in any way or manner whatsoever, whether voluntarily or involuntarily, by operation of law or otherwise (collectively, “Transfer”), or (ii) pledge, mortgage, hypothecate or otherwise encumber, in any way or manner whatsoever, whether voluntarily or involuntarily, by operation of law or otherwise (collectively, as the context may require, “Encumber” or “Encumbrance”), the legal or beneficial ownership of, or economic benefits pertaining to, any of its Shares. Each certificate for any Shares now held or hereafter acquired by any Shareholder shall, for as long as this Agreement is effective, bear an appropriate legend regarding the Transfer restrictions applicable in respect of such Shares. tk-420278
No Transfers or Encumbrances. To cause or permit no sale, conveyance, transfer, assignment or encumbering of the Project Facility or any interest therein without the prior approval of the Issuer, the Trustee or the Bank.
No Transfers or Encumbrances. Prior to the release of any Indemnity Shares by the Escrow Agent and delivery to Company Equity Participants pursuant to Section 9.3(a) of the Merger Agreement and in the case of Parent Preferred Stock prior to the redemption or conversion of the Parent Preferred Stock, Company Equity Participants may not sell, assign or otherwise transfer, nor place any Encumbrance on, any Deposited Shares or any beneficial interest therein, except: (i) in accordance with the Parent Preferred Stock terms; and (ii) transfers by operation of law or laws of descent and distribution. In the case of any permitted transfer, the transferee will be subject to all terms and provisions of this Agreement. Also, prior to the release of the Indemnity Shares by the Escrow Agent and delivery to each Company Equity Participant pursuant to Section 9.3(a) of the Merger Agreement and in the case of Parent Preferred Stock, prior to the redemption or conversion of the Parent Preferred Stock, no Deposited Shares nor any beneficial interest therein be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of a Company Equity Participant, except to satisfy such Company Equity Participants' obligations under Section 9.1 of the Merger Agreement. The Escrow Agent shall have no responsibility for determining or enforcing compliance with this paragraph, other than by retaining possession of the Deposited Shares.
No Transfers or Encumbrances. (a) Not to, without the prior approval of, (1) in the case of Transfers contemplated by clause (i) of this subsection, the Super-Majority Lenders, (2) in the case of Transfers contemplated by clauses (ii) and (iii) of this subsection, but only if such Transfers result in a Change in Control of any Member, the Majority Lenders, and (3) in the case of all other Transfers, Agent:
(i) cause or permit any sale, conveyance, transfer, alienation, mortgage, encumbrance, pledge, hypothecation or transfer of the Mortgaged Property or any portion thereof or interest therein, other than (w) as provided under the Building Loan Documents, (x) as permitted under Section 7.46 hereof, or (y) as permitted under Sections 7.32(b) and 7.50 hereof;
(ii) cause or permit any direct or indirect sale, conveyance, transfer, alienation, mortgage, encumbrance, pledge or hypothecation of, or granting of any security interest by any of the direct or indirect members of Borrower (or other legal or beneficial holders of direct or indirect equity interests in Borrower) in, all or any portion of such member’s (or such other holder’s) interest in Borrower or the right to receive distributions (directly or indirectly) from Borrower, other than as provided under the Equity Contribution Documents;
(iii) cause or permit any Person not now a Member of Borrower to become a member in or manager of Borrower, and the ultimate beneficial ownership of any Borrower Entity shall not be changed or altered, by sale, conveyance, transfer, alienation, mortgage, encumbrance, pledge, hypothecation, foreclosure, issuance of additional ownership or beneficial interests or otherwise, from the ultimate beneficial ownership on the date hereof; or
(iv) cause or permit a declaration of easements and/or condominium to be filed with respect to or recorded against the Mortgaged Property (other than in accordance with Section 7.30 hereof). Any transaction covered by the foregoing clauses (i) - (iv) shall hereinafter be referred to as a “Transfer”; provided, however, that a Permitted Lease shall not be deemed to constitute a “Transfer.” A Transfer shall be deemed to include, without limitation: (i) an installment sales agreement wherein the applicable Person agrees to sell the applicable property or interest or any part thereof for a price to be paid in installments, and (ii) an agreement by any Borrower Entity leasing all or a substantial part of the Mortgaged Property for other than actual occupancy by a tenant or a sal...
No Transfers or Encumbrances. Except (i) as expressly required or expressly contemplated under this Agreement or as required by applicable Law, (ii) with the prior written consent of the Purchaser, or (iii) with respect to any Encumbrances existing as of the date of this Agreement on the Purchased Units or any interest therein, the Seller shall not, and shall cause each of its Affiliates not to, directly or indirectly, transfer, sell, assign, purchase, redeem, retire, repurchase, pledge, lease, license, guarantee or Encumber, or authorize the transfer, sale, assignment, purchase, redemption, retirement, repurchase, pledge, lease, license, guarantee or Encumbrance of, any of the Purchased Units or any interest therein; provided, that prior to Closing, the Seller may transfer, sell or assign ownership of any Purchased Units (together with its rights and obligations hereunder related to such Purchased Units) to any Affiliate, Affiliated Fund or Affiliated Investment Vehicle (each as defined in the A&R LLC Agreement), in each case that is a Permitted Class B Transferee (as defined in the A&R LLC Agreement) of the Seller in accordance with the terms and conditions of the A&R LLC Agreement (in which case the transferee shall sign a joinder, in form and substance reasonably satisfactory to the Purchaser, agreeing to be bound by the provisions hereof (whereupon any reference herein to the “Seller” shall be deemed to include a reference to such transferee)), provided that any such transfer, sale or assignment shall not relieve the Seller of any of its obligations hereunder.
No Transfers or Encumbrances. Except as permitted by the Mortgage, to cause or permit no sale, conveyance, transfer, assignment or encumbering of the Property or any interest therein without the prior approval of Lender.
No Transfers or Encumbrances. Prior to the release of the Shares by the Escrow Agent and delivery to each Holder pursuant to Section 5, Holders may not sell, assign or otherwise transfer, nor place any encumbrance on, any Shares or any beneficial interest therein, except: (i) for transfers made for estate planning purposes; or (ii) transfers by operation of law or laws of descent and distribution. In the case of any permitted transfer, the transferee will be subject to all terms and provisions of this Agreement. Prior to the release of the Shares by the Escrow Agent and delivery to each Holder pursuant to Section 5, no Shares nor any beneficial interest therein may be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of a Holder, except to satisfy such Holder’s obligations under Article IX of the Purchase Agreement. The Escrow Agent shall have no responsibility for determining or enforcing compliance with this paragraph, other than by retaining possession of the Shares.
No Transfers or Encumbrances. Except pursuant to the terms of this Agreement, each Holder agrees that he or she will not, without the prior written consent of the GSCAC Parties, directly or indirectly,
(a) grant any proxies or enter into any voting trust or other agreement or arrangement (other than the CEH LLC Agreement) with respect to the voting of any CEH Units owned by such Holder; or
(b) sell, assign, transfer, pledge, encumber or otherwise dispose of, or enter into any contract with respect to the direct or indirect sale, assignment, transfer, encumbrance, pledge or other disposition of, any CEH Units owned by such Holder other than to a CEH Permitted Transferee (as defined in the La Paloma LLC Agreement, a “CEH Permitted Transferee”) of such Holder; provided that with respect to any such transfer or other disposition to a CEH Permitted Transferee, (i) such transfer or disposition must be made in accordance with (without waiver, except with the consent of GSCAC) Section 4.4(g) of the CEH LLC Agreement (other than in the case of death); (ii) such Holder must promptly deliver to GSCAC notice of such transfer with such CEH Permitted Transferee’s written agreement to be bound by this Agreement as a Holder hereunder and to transfer the applicable CEH Units back to the Holder if it shall cease at any time to be a CEH Permitted Transferee of such Holder and (iii) any CEH Units that are transferred to a CEH Permitted Transferee who ceases to qualify as such shall be returned to the applicable Holder.
No Transfers or Encumbrances. Sellers shall not, directly or indirectly, sell, assign, gift, pledge, or otherwise transfer or encumber any capital stock or the general partnership interests in any of the Subsidiaries, the Partnerships or the Lower Tier Entities or any Interests, Units or Other Units on or before the Closing or, in the case of the HUD Entities, the applicable HUD Closing at which the Interests, Units or Other Units are to be transferred to Buyers. None of Sellers or their Affiliates shall commence at any time after the date hereof any tender offer for, or otherwise purchase or acquire or offer to purchase or acquire, any units of limited partnership interest in any Partnership.
