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).
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:
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.
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.
16.4.2. The Borrower shall at all times posses the control (as such term is defined in the Bank (Licensing) Law, 5741-1981) over Gazit Canada and Gazit 2003. The Borrower shall at all times hold all the means of control in Gazit Canada and hold at least 51% (fifty-one percent) of all means of control of any other Guarantor.
16.4.3. Without derogating, for the avoidance of doubt, from clauses 9.5—9.7 above, the Borrower shall procure that the Guarantors shall not sell, transfer or otherwise dispose of any Pledged FCR Shares or any rights arising therein or in relation thereto, including any Related Rights thereto.
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.
14.8.2. The Borrower shall at all times hold all of the means of control and all rights under shareholders’ loans in Gazit Midas.
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).
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.
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.
14.8.2. The Borrower shall at all times hold all of the means of control and all rights under shareholders’ loans in Gazit Midas.
14.8.3. The Borrower (directly and/or indirectly through wholly-owned Subsidiaries of the Borrower) shall at all times hold all of the means of control in Gazit Canada.
14.8.4. The Borrower shall procure that Gazit Midas shall not sell, transfer or otherwise dispose of any Pledged XXX Shares or any rights arising therein or in relation thereto, including any Related Rights thereto, other than in compliance with the conditions of clause 14.8.5 below.
14.8.5. Notwithstanding the provisions of clause 14.8.4 above, the Borrower shall be entitled to require a sale of all or some of the Pledged XXX Shares, subject to the prior written consent of the Facility Agent, such consent to be provided within 5 (five) Business Days of written request, if all of the following conditions are met:
14.8.5.1. the Pledged XXX Shares are sold in an arm’s length transaction to a bona fide purchaser;
14.8.5.2. all the proceeds of such sale are received into the Gazit Midas Charged Account London, transferred to the Gazit Midas Charged Account Israel and transferred from the Gazit Midas Charged Account Israel to the Borrower Charged Account and applied immediately in mandatory prepayment of the Total Outstandings in accordance with clause 6.4.1 above;
14.8.5.3. the Borrower shall continue to have the Significant Management Rights in respect of XXX and no person or persons acting together (other than the Investor Parties) shall control XXX;
14.8.5.4. such sale shall be permitted under law; and
14.8.5.5. no Default has occurred and is continuing and no Default would occur as a result of such sale.
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...
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.
