Restriction on Transfer and Encumbrance Sample Clauses

Restriction on Transfer and Encumbrance. The Pledged Assets may not be sold or transferred by the Company or by any other means whatsoever become subject to any Liens (except for those created hereby and those permitted under the Common Terms Agreement) until termination of this Contracts Pledge Agreement pursuant to Section 11 hereof.
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Restriction on Transfer and Encumbrance. During the term of this Agreement, Pledgor may not dispose of, sell, assign, transfer, lend, swap, or convey to the capital stock of companies, establish any usufruct or common trust, create any other lien, encumbrance or collateral security in addition to the pledge contracted herein, or otherwise dispose of, fully or partially, directly or indirectly, free of charge or for remuneration, of the Pledged Rights, the Depositaries undertaking not to give effect to any of such acts that have been performed without the necessary previous written consent from Pledgee, according to the terms of the Credit Agreement.
Restriction on Transfer and Encumbrance. During the term of this Agreement, Pledgor may not dispose of, sell, assign, transfer, lend, swap, or convey to the capital stock of companies, establish any usufruct or common trust, create any other lien, encumbrance or collateral security in addition to the pledge contracted herein, or otherwise dispose of, fully or partially, directly or indirectly, free of charge or for remuneration, of the Pledged Rights. 4. Registration of the Pledged Rights. Pledgor shall, within twenty (20) days after the execution of this Agreement, cause this Agreement to be registered with the competent Registries of Titles and Deeds (Cartórios de Registro de Títulos e Documentos) in Brazil and deliver to Pledgee evidence of such registration. 4.1. Pledgor shall pay all expenses incurred in connection with such registrations. 5.
Restriction on Transfer and Encumbrance. Except for the Loan Documents and the Permitted Exceptions, and as expressly permitted by this Agreement or any of the other Loan Documents, Debtor shall not, without the prior written consent of FFCA sell, lease, convey, pledge, mortgage, assign, transfer, encumber or grant any consensual easements or other rights or interests of any kind in the Sites, the Equipment or any of Debtor's rights under the Loan Documents, or permit a Change of Control, except for sales, assignments and transfers of tangible Personal Property and/or Equipment at the Sites in the ordinary course of business that, in the reasonable judgment of Debtor, is not necessary (after giving effect to any Personal Property and/or Equipment that replaces it) to run a Site as an Arby's Restaurant or Dual Concept in accordance with those standards adopted by Arby's from time to time on a system-wide basis for operations of Arby's Restaurants or Dual Concepts (collectively, "Transfers"). Notwithstanding the foregoing, Debtor may lease the Sites as expressly permitted by the Deeds of Trust. 01/514412.5 Arby's 37
Restriction on Transfer and Encumbrance. Except as expressly permitted by the Loan Agreement or this Deed of Trust, Debtor shall not, without the prior written consent of Beneficiary (which consent shall not be unreasonably withheld, conditioned or delayed), sell, lease, convey, pledge, mortgage, assign, transfer, encumber or grant any consensual easements or other rights or interests of any kind in the Trust Estate or any of Debtor's rights under the Loan Documents or permit a Change of Control, except for sales, assignments and transfers of tangible Personal Property and/or Equipment at the Site in the ordinary course of business that, in the reasonable judgment of Debtor, is not necessary (after giving effect to any Personal Property and/or Equipment that replaces it) to operate the Site as an Arby's Restaurant or Dual Concept, as the case may be, in accordance with those standards adopted by Arby's on a system- wide basis for operations of Arby's Restaurants or Dual Concepts (collectively, "Transfers"); provided, however, Debtor may lease the Site to a franchisee of Arby's. With respect to any lease of the Site to a franchisee which is an Affiliate of Debtor, such lease shall be subordinate to this Deed of Trust. With respect to any lease of the Site to a franchisee which is not an Affiliate of Debtor, such lease shall also be subordinate to this Deed of Trust but Beneficiary shall deliver to such lessee a non-disturbance agreement in a form reasonably requested by such lessee which provides that notwithstanding that such lease is subordinate to this Deed of Trust that Beneficiary shall not, as a result of Beneficiary exercising its remedies hereunder, disturb lessee's use and occupancy of the Site for so long as lessee performs the terms and conditions of its lease, provided such lease (i) shall not contain terms and conditions which are inconsistent in any material respect with those of this Deed of Trust and shall provide that in the event of a conflict between the terms and conditions of this Deed of Trust and such lease that the terms and conditions of this Deed of Trust shall govern and (ii) shall not relieve Debtor from its obligations under the Deed of Trust or Guarantor from its obligations under the Guaranty.
Restriction on Transfer and Encumbrance. Mortgagor shall not sell, transfer, lease, encumber or convey, voluntarily or involuntarily, all or any part of the Mortgaged Property without the prior written consent of the Mortgagee, which consent may be given or denied in the Mortgagee's sole discretion.
Restriction on Transfer and Encumbrance. The Pledged Assets may not be sold or transferred by the Pledgors (except as permitted under the Common Terms Agreement) or by any other means whatsoever become subject to any Liens (except for those created hereby and those permitted under the Common Terms Agreement) until the termination of this Stock Pledge Agreement pursuant to Section 13 hereof.
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Related to Restriction on Transfer and Encumbrance

  • Restriction on Transfer This Warrant and the rights granted to the holder hereof are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed assignment in the form attached hereto, at the office or agency of the Company referred to in Paragraph 7(e) below, provided, however, that any transfer or assignment shall be subject to the conditions set forth in Paragraph 7(f) hereof and to the applicable provisions of the Securities Purchase Agreement. Until due presentment for registration of transfer on the books of the Company, the Company may treat the registered holder hereof as the owner and holder hereof for all purposes, and the Company shall not be affected by any notice to the contrary. Notwithstanding anything to the contrary contained herein, the registration rights described in Paragraph 8 are assignable only in accordance with the provisions of that certain Registration Rights Agreement, dated June 30, 2006, by and among the Company and the other signatories thereto (the “Registration Rights Agreement”).

  • Restriction on Transfer of Warrants The Holder of a Warrant Certificate, by the Holder's acceptance thereof, covenants and agrees that the Warrants are being acquired as an investment and not with a view to the distribution thereof, and that the Warrants may not be sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, for a period of one (1) year from the date hereof, except to the Designees.

  • Restriction on Transfers No Partner shall Transfer or attempt to Transfer any of the Partnership Interests now owned or hereafter acquired by such Partner except to an Authorized Transferee of such Partner in accordance with this Agreement. In the event of any purported or attempted Transfer of Partnership Interests that does not comply with this Agreement, the purported transferee or successor by operation of law shall not be deemed to be a Partner of the Partnership for any purpose and shall not be entitled to any of the rights of a Partner of the Partnership, including, without limitation, the right to vote the Partnership Interests or to receive a certificate for Partnership Interests or any distributions of any kind on or with respect to Partnership Interests. Any purported or attempted Transfer of Partnership Interests made other than in accordance with the provisions of this Agreement shall be void ab initio and the last holder of record who acquired such Partnership Interests in a manner not contrary to the provisions of this Agreement shall be recognized as the holder of such Partnership Interests for all purposes and the Partnership Interests shall continue to be treated as Partnership Interests for all purposes under this Agreement, shall be deemed owned by such recognized holder for purposes of the operation of this Agreement and shall continue to be subject to the terms of this Agreement. The substitution of a trustee of a Partner shall not be prohibited by this Section 8.2, provided that the substitute trustee has executed and delivered to the Partnership a counterpart of this Agreement agreeing to be subject to the restrictions and obligations of a Partner hereunder and to hold all Partnership Interests then owned or later acquired by such Partner in accordance with the terms of this Agreement.

  • Restriction on Transferability Prior to vesting and delivery of the Shares, neither the mPRSUs, nor the Shares or any beneficial interest therein, may be sold, transferred, pledged, assigned, or otherwise alienated at any time. Any attempt to do so contrary to the provisions hereof shall be null and void. Notwithstanding the above, distribution can be made pursuant to will, the laws of descent and distribution, and if provided by the Administrator, intra-family transfer instruments, or to an inter vivos trust, or as otherwise provided by the Administrator. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Participant.

  • Restriction on Transfer of Voting Rights During the Voting Period, Stockholder shall ensure that: (a) none of the Subject Securities is deposited into a voting trust; and (b) no proxy is granted, and no voting agreement or similar agreement is entered into, with respect to any of the Subject Securities.

  • Restriction on Transfer of Shares Proxies and Non-Interference. Beginning on the date hereof and ending on the later to occur of (A) last date the Stock Options are exercisable pursuant to Section 3 hereof and (B) the date that all of the Stockholder's obligations under Section 2 have terminated, except as contemplated by this Agreement or the Merger Agreement, no Stockholder shall, directly or indirectly, (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of the Shares into a voting trust or enter into a voting agreement with respect to any of the Shares; or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement. Notwithstanding anything to the contrary provided in this Agreement, a Stockholder shall have the right to make Permitted Transfers of Shares. The Stockholder agrees with, and covenants to, Sub that beginning on the date hereof and ending on the last date the Stock Options are exercisable pursuant to Section 3 hereof, the Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Agreement (including the provisions of Section 2 hereof).

  • Limitation on Transfer of Ownership Rights (a) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee in the form attached hereto as Exhibit H. Each holder of a Class R Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.08(a).

  • Restriction on Transfer of Option Unless otherwise determined by the Committee in accordance with the Plan, (a) no part of the Option shall be Transferable other than by will or by the laws of descent and distribution and (b) during the lifetime of the Participant, the Option may be exercised only by the Participant or the Participant’s guardian or legal representative. Any attempt to Transfer the Option other than in accordance with the Plan shall be void.

  • Restriction on Transfer of Assets The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, sell, lease, license, assign, transfer, spin-off, split-off, convey or otherwise dispose of any assets or rights of the Company or any Subsidiary owned or hereafter acquired whether in a single transaction or a series of related transactions, other than (i) sales, leases, licenses, assignments, transfers, conveyances and other dispositions of such assets or rights by the Company and its Subsidiaries in the ordinary course of business consistent with its past practice, (ii) sales of inventory and products in the ordinary course of business, (iii) sales of unwanted or obsolete assets, and (iv) sales for fair market value as determined in good faith by the Company’s board of directors.

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