Restriction on Disposal of Shares. Shares shall not be pledged or encumbered in any manner whatever and they shall be transferable only to the Bank.
Restriction on Disposal of Shares. Each of the Major Shareholders undertakes to each other and to the Company that, unless otherwise agreed by each Major Shareholder, it shall not at any time transfer or otherwise dispose of any Shares or of any interest in or option over any Shares in any case otherwise than (i) in accordance with Schedule 5 and the Articles or (ii) as part of a share offering conducted in connection with the Listing. Each of the Shareholders further undertakes to each other that it shall not create any Encumbrance over Shares held by it without the prior consent of the other Shareholders.
Restriction on Disposal of Shares. 5.1. Each Shareholder hereby undertakes that until repayment of the Loan in full and payment of all other amounts under the Finance Documents, it shall ensure that:
5.1.1. the Borrower will not issue any further shares in its share capital or sub-divide or alter its/their share capital in any way other than to the Shareholder as at the Signature Date;
5.1.2. no Shareholder sells or in any other way disposes of any of its/their shares in the Borrower without the prior written consent of the Lender;
5.1.3. there shall be no change in Control of either the Borrower or the other Shareholder, whether directly or indirectly which has the effect of changing the ability to appoint the directors of the Borrower or the Shareholder, as the case may be or to exercise any voting rights (directly or indirectly) at any meeting of directors, shareholders respectively as from the position existing as at the Signature Date, without the prior written consent of the Lender.
Restriction on Disposal of Shares. (a) Subject to clauses 7.3(c) and 7.4, each of the Subscriber and Holdco must not, and must procure that its Subsidiaries do not, Dispose of any Subscription Shares at any time before the expiration of 24 months from the date of this Agreement without the prior written approval of the Company and, if such approval is granted, only to the extent of such approval.
(b) lf the Subscriber wishes to Dispose of any Subscription Shares before the expiration of 24 months from the date of this Agreement but would be prevented from doing so under clause 7.3(a), the Subscriber and the Company will have discussions in good faith and the Company will give consideration to permitting such a Disposal on the basis of such terms and timing as may be agreed at the time between the Company and the Subscriber.
(c) Clause 7.3(a) does not restrict a Disposal occurring at least 12 months afterthe date of this Agreement, where such Disposal: (i) involves the grant of a Security lnterest in respect of the Subscription Shares in connection with any financing arrangement entered into by the Subscriber or any of its Related Bodies Corporate, provided that the provider of that financing arrangement does so, and obtains the Security lnterest, in the ordinary course of its financial services business and not pursuant to, or part of, any transaction or proposal for a person to acquire a Relevant lnterest in 20% or more of all Shares then on issue or of the total number of any other Company Securities; or
Restriction on Disposal of Shares. 7.1 Request for waiver
Restriction on Disposal of Shares. Each of the Shareholders undertakes to each of the other Shareholders and to the Company that it shall not at any time transfer or otherwise dispose of any Shares or of any interest in or option over any Shares in any case otherwise than in accordance with the New Articles and in any event shall not do so within 2 years of the date of this Agreement; provided, that:
(a) an indirect transfer by NewGen as a result of a sale of substantially all of NewGen's assets or more than 35% of NewGen's voting securities (b) a transfer by NewGeen that is a Required Divestiture and (c) the pledge or other Encumbrance by NewGen of its Shares as security in connection with a bona fide commercial financing transaction shall not be within the scope of the foregoing restriction.
Restriction on Disposal of Shares. As a condition to the closing of the transactions contemplated by this Agreement, each Selling Shareholder shall execute a lock-up agreement (the “Lock-Up Agreement”) reasonably agreed to by the Parent and the Selling Shareholders, whereby each shall agree that until the one-year anniversary of the Closing, each Selling Shareholder shall not directly or indirectly offer, sell, contract to sell, gift, exchange, assign, pledge or otherwise encumber or dispose of any Alpha Bermuda Shares received by such Selling Shareholder in connection with this Agreement on the Closing Date, including any Escrowed Shares, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition, (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Selling Shareholders or any affiliate of the Selling Shareholders, or any person in privity with Selling Shareholders or any affiliate of the Selling Shareholders, directly or indirectly, including the establishment or increase in a put equivalent position or liquidation or decrease in a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder (each of the foregoing referred to as a “Disposition”). Additional terms and conditions relating to the Disposition of the Alpha Bermuda Shares received by the Selling Shareholders pursuant to this Agreement are set forth in the Lock-Up Agreement. The foregoing restriction is intended to preclude the Selling Shareholders from engaging in any hedging transaction, which is designed to or is reasonably expected to lead to or result in such a Disposition during such periods even if the relevant Alpha Bermuda Shares would be disposed of by someone other than the Selling Shareholders.
Restriction on Disposal of Shares. Each of the Vendors hereby undertakes and agrees with the Guarantor that without the prior written agreement of the Guarantor, which it shall be under no obligation to give:-
9.1 for a period of 12 months following Completion neither of them will in any manner dispose of or deal with any of the Consideration Shares allotted to him hereunder;
9.2 they will afford to such stockbrokers then acting as stockbrokers to the Guarantor or such other stockbrokers as the Guarantor may nominate a reasonable opportunity to effect any disposal of any of the Consideration Shares and will effect such disposal through the Guarantor's stockbrokers provided only that they are able to offer the best price obtainable failing which they shall be free to effect any disposal of any such shares to a higher bidder; Provided Always That, in the event of a general offer being made for the issued share capital of the Guarantor and such offer becoming unconditional in all respects the Vendors shall be at liberty (notwithstanding anything else in this Agreement) to dispose of or deal with any of the Consideration Shares in any manner and at any time he thinks fit without reference to the Guarantor or the Guarantor's stockbrokers.
Restriction on Disposal of Shares. As a condition to the closing of the transactions contemplated by this Agreement, each Principal Shareholder shall execute a lock-up agreement (the “Lock-Up Agreement”), in a form reasonably agreed to by the Parent and the Principal Shareholders, whereby each shall agree that until the six month anniversary of the Business Combination Effective Time (the “Trade Commencement Date”), each Principal Shareholder shall not directly or indirectly offer, sell, contract to sell, gift, exchange, assign, pledge or otherwise encumber or dispose of any Surviving Corporation Shares received by such Principal Shareholder in connection with this Agreement on the Closing Date (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition, (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Principal Shareholders or any affiliate of Principal Shareholders, or any person in privity with Principal Shareholders or any affiliate of Principal Shareholders, directly or indirectly, including the establishment or increase in a put equivalent position or liquidation or decrease in a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder (each of the foregoing referred to as a “Disposition”). Thereafter, until the six month anniversary of the Trade Commencement Date, each Principal Shareholder shall not engage in a Disposition of more than fifty percent (50%) of the Surviving Corporation Shares received by such Principal Shareholder in connection with this Agreement on the Closing Date. Thereafter, until the twelve month anniversary of the Trade Commencement Date, each Principal Shareholder shall not engage in a Disposition of more than twenty five percent (25%) of the Surviving Corporation Shares received by such Principal Shareholder in connection with this Agreement on the Closing Date. Additional terms and conditions relating to the Disposition of the Surviving Corporation Shares received by the Principal Shareholders pursuant to this Agreement are set forth in the Lock-Up Agreement. The foregoing restriction is intended to preclude the Principal Shareholders from engaging in any hedging transaction, which is designed to or is reasonably expected to lead to or result in such a Disposition during such periods even if the relevant Surviving Corporation Shares would be disposed of by someo...
Restriction on Disposal of Shares. The Group undertakes that until repayment of the loan in full -
10.1 the shareholder will not issue any further shares except as provided herein; and
10.2 the shareholder will not sell or in any other way dispose of any of its shares in the borrower; without the prior written consent of the lender, which consent shall not be unreasonably withheld.
