Non-Disposal Sample Clauses

Non-Disposal. In the event of creation or imposition of any Security Interest, charge or lien over the Balance Securities, or any part thereof, or in the event of transfer, sale or disposal in any manner whatsoever of the Balance Securities, or any part thereof, by the Sponsor or the Promoter holding the Balance Securities, as the case may be, or otherwise, without the prior written consent of the Debenture Trustee (acting on instructions of Majority Debenture Holders).
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Non-Disposal. The Purchaser undertakes within twelve (12) months from the Closing Date (i) not to transfer the Shares or any part thereof (or permit to be transferred) by any means, including merger and contribution, to a legal entity under the laws of, or established in, a jurisdiction outside the European Union, (ii) to maintain its principal seat of business in Belgium; (iii) to remain fully operational as a Belgian holding company; and (iv) not to proceed with dissolution or liquidation, failing which the Purchaser shall be fully liable for, and indemnify and hold each of the Sellers harmless from and against, any capital gains tax as may be imposed on the Sellers including any interest, penalties and other losses incurred by the Sellers in connection therewith.
Sample 1Sample 2Sample 3
Non-Disposal. 14.8.1. The Borrower shall not sell, transfer or otherwise dispose of, or grant any Encumbrance over (save under the Finance Documents), any of the shares in Gazit Midas or any rights arising therein or in relation thereto, including any Related Rights thereto, or any rights under shareholders’ loans in Gazit Midas.
Sample 1Sample 2
Non-Disposal. 5.1 Until Option Completion, Marconi shall not, without the prior written consent of RTS sell, transfer or otherwise dispose of (or agree to do so) any of the Option Securities (or any interest in them). SCHEDULE 4 FORM OF CALL EXERCISE NOTICE [ON THE HEADED NOTEPAPER OF RTS] To: [Marconi] [DATE] Dear Sirs RE: SETTLEMENT AGREEMENT, DATED - DECEMBER, 2002, AND MADE BETWEEN, INTER ALIA, MARCONI CORPORATION PLC AND RT GROUP TELECOM SERVICES LIMITED (THE "AGREEMENT") We refer to the Agreement and to the Call Option (as defined in the Agreement) granted by you to us under clause 9.3 of the Agreement. We hereby give notice pursuant to paragraph 2 of schedule 3 to the Agreement that we exercise the Call Option granted by you in respect of all of the Option Securities (as defined in the Agreement). Yours faithfully --------------------------------------- For and on behalf of RT Group Telecom Services Limited SCHEDULE 5 FORM OF PUT EXERCISE NOTICE [ON THE HEADED NOTEPAPER OF MARCONI CORPORATION PLC] To: [RTS] [DATE] Dear Sirs RE: SETTLEMENT AGREEMENT, DATED - DECEMBER, 2002, AND MADE BETWEEN, INTER ALIA, MARCONI CORPORATION PLC AND RT GROUP TELECOM SERVICES LIMITED (THE "AGREEMENT") We refer to the Agreement and to the Put Option (as defined in the Agreement) granted by you to us under clause 9.3 of the Agreement. We hereby give notice pursuant to paragraph 2 of schedule 3 to the Agreement that we exercise the Put Option granted by you in respect of all of the Option Securities (as defined in the Agreement). Yours faithfully ---------------------------------------- For and on behalf of Marconi Corporation plc SCHEDULE 6 RIGHTS OF THE DEFERRED SHARES The rights attached to and imposed on the Deferred Shares are as follows:
Sample 1Sample 2
Non-Disposal. 16.4.1. The Borrower shall not sell, transfer or otherwise dispose of, or grant any Encumbrance over (save under the Finance Documents), any of the Collateral, including any Related Rights thereto.
Sample 1Sample 2
Non-Disposal. R5A undertakes to the Purchaser that it shall not, without the prior written consent of the Purchaser, sell, transfer or otherwise dispose of, or create any Encumbrance over, any of the Remaining Shares or any economic interests in the Remaining Shares for a period commencing on the date of this Agreement and expiring on the day falling 36 months after the Completion Date.
Sample 1
Non-Disposal. Without prejudice to any other provisions in this Agreement, each Ordinary Shareholder irrevocably and unconditionally undertakes to the Investors that without the prior written approval of the Preferred Supermajority and the Series C Director, he (regardless of its employment status with the Company Group) or it shall not, directly or indirectly, grant any pledge, mortgage, lien, encumbrance or security interest over the Ordinary Shares registered in his or her name (other than as contemplated in this Agreement or the Charter).
Sample 1
AutoNDA by SimpleDocs
Non-Disposal. From the Closing Date until the 5th anniversary of the Closing Date, unless upon prior consent of Valspar, Champion Regal shall not agree to, sell, transfer, assign or otherwise dispose of the beneficial interest over all or any part of the Shares beneficially owned by it except in accordance with Clause 9.
Sample 1
Non-Disposal. The agree that while the Employee employs the Company and for a period of one (1) year after the termination of the Employee's employment with the Company for any reason, the Employee will take no action or make any declaration that sets out the Company or its practices or disrupts or xxxxx its normal operations, so that it may cause a material adverse impact (g) Effect of non-payment of benefits; Clawback. The Employee's post- termination of employment obligations in terms of this Paragraph 18 will cease on the Company's failure to make any payments or benefits below as a result of the termination of the Employee's employment obligations if it is due within 15 days of written notice of such failure, the Company does not make the required payment. If the Employee subsection 18(d), 18(e), or 18(f) materially contravenes, and does not materially contravene such contravention (if it can be cured) within five (5) days of written notice of such failure, the Employee agrees that the calculation of the damage to the Company of such violation will be uncertain and unable to be readful. , and that if a reasonable estimate of the damage to the Company of such breach the Employee shall refund to the Company a portion of $750,000 equal to a fraction, of which the number of days in the applicable period is left in terms of Subsearian 18(d), 18(e), or 18(f), and the denominator whose total number of days is in the appropriate period in terms of such Section. If the Employee subartially violates Subartial 18(a) or 18(b) and does not materially contravene such contravention (if it can be cured) within five days of written notice of such failure, the Employee agrees that the calculation of the damage to the Company of such offence will be uncertain and will not be able to be readfully established , and that the damage as a reasonable estimate of the damage to the Company must refund the Employee to the Company from such contravention. a portion of $750,000 equals a fraction, the narrator whose narrator is the number of days left in the one (1) year period immediately after the termination and the denominator of which 365. The Employee further agrees that such repayment obligation will contemplate liquidated damages and that the Company has no other right to damages in terms of this Agreement or by law in respect of violations of subsection 10 18(a), 18(b), 18(d), 18(e), or 18(f), but the Company has the right to seek equitable relief in accordance with Subartial 18(h) belo...
Sample 1

Related to Non-Disposal

  • Trash Disposal Tenant shall provide trash bins or other adequate garbage disposal facilities within the trash enclosure areas provided or permitted by Landlord outside the Leased Premises sufficient for the interim disposal of all of its trash, garbage and waste. All such trash, garbage and waste temporarily stored in such areas shall be stored in such a manner so that it is not visible from outside of such areas, and Tenant shall cause such trash, garbage and waste to be regularly removed from the Property. Tenant shall keep the Leased Premises and the Outside Areas in a clean, safe and neat condition free and clear of all of Tenant's trash, garbage, waste and/or boxes, pallets and containers containing same at all times.

  • Limitations on Disposition No Grantor will sell, license, lease, transfer or otherwise dispose of any of the Collateral, or attempt or contract to do so except as permitted by the Credit Agreement.

  • Limitation on Disposition of Property Dispose of any of its Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:

  • Further Limitations on Disposition The Purchaser further agrees not to make any disposition directly or indirectly of all or any portion of the Shares unless and until:

  • Restrictions on Disposition The Stockholder hereby agrees, except as permitted in this Section 4(a) and Section 4(b) below, not to directly or indirectly, offer to sell, contract to sell, transfer, assign, cause to be redeemed or otherwise sell or dispose of any of the Parent Shares (collectively a "Disposition") received by the stockholder in connection with the Merger without the prior written consent of Cordiant. Notwithstanding anything to the contrary provided in this Agreement, the Stockholder shall have the right to transfer Parent Shares (i) to any Family Member, (ii) to the trustee or trustees of a trust solely (except for remote contingent interests) for the benefit of the Stockholder and/or one or more Family Members and/or a charitable organization (a "Family Member Trust"), (iii) to a foundation created or established by the Stockholder, or any other charitable organization, (iv) to a corporation of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the outstanding capital stock, (v) to a limited liability company of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the outstanding membership interests, (vi) to a partnership of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the partnership interests, (vii) to the executor, administrator or personal representative of the estate of the Stockholder or any other Family Member, or (viii) to any guardian, trustee or conservator appointed with respect to the assets of the Stockholder, provided, that in the case of any such transfer, the transferee shall execute an agreement to be bound by the terms of this Agreement (each such transfer, a "Permitted Transfer" and, collectively, the "Permitted Transfers"). For purposes of this Agreement, "Family Member" shall mean (a) the Stockholder's spouse, if living with the Stockholder, (b) any one of the following: the Stockholder's father, mother, issue, brother or sister, and the issue of a brother or sister, and (c) the spouse of any Family Member described in (b) above, if the spouse shall be living with that Family Member. The Stockholder hereby agrees and consents to the entry of stop transfer instructions with Cordiant's transfer agent against the transfer of such Parent Shares except in compliance with this Agreement. Notwithstanding the foregoing, the Stockholder may pledge, hypothecate or otherwise grant a security interest in all or a portion of the Parent Shares beneficially owned by him during the term of this Agreement; provided, however, that any Person receiving such Parent Shares shall be subject to all of the restrictions on Disposition of such Parent Shares imposed by this Agreement to the same extent as the Stockholder.

  • Restrictions on Dispositions Shareholder agrees that, from and after the date of this Agreement and through the Effective Time, he or she will not take any action that will alter or affect in any way the right to vote the Shares, except (i) with the prior written consent of Bancorp or (ii) to change such right from that of a shared right of Shareholder to vote the Shares to a sole right of Shareholder to vote the Shares.

  • Limitation on Disposition of Assets The Company is, subject to certain conditions, obligated to make an offer to purchase Securities at 100% of their principal amount plus accrued and unpaid interest to the date of repurchase with certain net cash proceeds of certain sales or other dispositions of assets in accordance with the Indenture.

  • Agreements for Disposition The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities included in such registration statement. No holder of Registrable Securities included in such registration statement shall be required to make any representations or warranties in the underwriting agreement except, if applicable, with respect to such holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such holder’s material agreements and organizational documents, and with respect to written information relating to such holder that such holder has furnished in writing expressly for inclusion in such Registration Statement.

  • Dispositions and Involuntary Dispositions The Borrower shall, within ten (10) Business Days of the receipt of any Net Cash Proceeds received by any Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereof) and Involuntary Dispositions, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds from such Disposition or Involuntary Disposition or (y) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% of the Net Cash Proceeds from such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $2,000,000 and (B) at the election of the Borrower) as notified by the Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (i) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets of the general type used in the business of Holdings and its Subsidiaries within 365 days after the receipt of such Net Cash Proceeds; provided that, if the Borrower or its Subsidiaries enters into a legally binding commitment to invest such Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest such Net Cash Proceeds within 180 days after such 365 day period; provided further that if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations in accordance with the terms of this Section 2.05(b).

  • Limitations on Dispositions of Collateral Such Grantor shall not sell, transfer, lease or otherwise dispose of any of the Collateral, except as permitted pursuant to the Credit Agreement and the other Loan Documents.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!