Restrictions on Disposal. (a) Subject to the provisions of article 4.1(b), article 4.2 and article 4.3, none of the Parties may sell its shares in STOXX in whole or in part, directly or indirectly, free or against payment, issue options or other similar rights to these shares, pledge the shares, grant usufruct of the shares or encumber them in any other way without the prior written consent of the respective other Party. In order to ensure compliance with this restriction of disposal, each Party shall dispose all share certificates that directly or indirectly belong to such Party with a person determined by mutual consent of the Parties (the Escrow Agent) pursuant to the Escrow Agreement (Hinterlegungsvertrag) in the form described in Annex 4.1(a).
(b) Notwithstanding the restrictions set forth in Article 4.1(a), each Party may transfer all shares in STOXX to a group company if (i) the group company concerned has joined this Agreement before the transfer and has assumed all rights and obligations of a Party under and in connection with this Agreement and (ii) the transferring Party ensures that the acquiring group company re-transfers its shares in STOXX without delay to the transferring Party or another group company if the acquiring group company ceases to be a group company of the transferring Party. The transferring Party (x) ensures that the acquiring group company fulfils all of its obligations under this Agreement in line with this Agreement and (y) is liable as a guarantor within the meaning of article 111 of the Swiss Law of Obligations (Schweizerisches Obligationenrecht) for all violations of this Agreement on the part of the acquiring group company.
Restrictions on Disposal. As of the Closing Date and during the period when Transferee holds equity in Company, without the written consent of Transferee (1) Transferor shall not offer, sell, transfer or pledge any equity it directly or indirectly holds in Company to any third party, or dispose the equity in a similar way; (2) Any company shall not offer, sell, transfer or pledge any equity it directly or indirectly holds in Company to any third party, or dispose the equity in a similar way. To avoid doubt, the transfer of equity by shareholder to employee in accordance with the equity incentive plan approved at the shareholders’ meeting shall be excluded provided that such transfer will not affect the continuous evaluation of Company performance.
Restrictions on Disposal. 3.1 Each of the Guarantors who holds any shares of Champion Regal on and after the Closing Date undertakes as follows:
(a) not to sell, transfer, assign or otherwise dispose of or create any Encumbrance in respect of any or all of the issued shares of Champion Regal registered in his name whether now or in the future for as long as Champion Regal owns any equity in Hua Run Holdings except in accordance with Clause 4.1 or with the prior written consent of Valspar, and
Restrictions on Disposal. (a) None of the Parties may pledge its shares in the Holding, grant usufruct of the shares or encumber them in any other way without the prior written consent of the respective other Party.
(b) Notwithstanding the restrictions set forth in Article 5.2, each Party may transfer its shares, in whole or in part, to a group company if (i) the group company concerned has joined this Agreement before the transfer and has assumed all rights and obligations of a Party under and in connection with this Agreement and (ii) the transferring Party ensures that the acquiring group company re-transfers its Holding shares without delay to the transferring Party or another group company if the acquiring group company ceases to be a group company of the transferring Party. The transferring Party (i) shall ensure that the acquiring group company fulfils all of its obligations under this Agreement in line with this Agreement and (ii) is liable as a guarantor within the meaning of article 111 of the Swiss Law of Obligations (Schweizerisches Obligationenrecht) for all violations of this Agreement on the part of the acquiring group company.
Restrictions on Disposal. No Shareholder shall sell, transfer, assign, pledge, charge or otherwise dispose of any Share or any interest in any Share except as permitted by this clause 7.
Restrictions on Disposal. No Shareholder may Dispose of any of its Shares at any time after a Trigger Event unless:
(a) any transferee first executes and delivers to XxxXx and the remaining Shareholders a Deed of Adherence; and
Restrictions on Disposal. 3.1.1 prior to the Calculation Date the Applicant shall not, without the prior written consent of the Agency, dispose of the whole or any part of the Site:
3.1.1.1 for a consideration which is less than the best that can reasonably be obtained in the open market in an arms length transaction on normal market terms (whether by means of a sale or letting) at the time of such disposal;
3.1.1.2 for a consideration which in the case of a disposal other than by means of a letting at a rack rent] is less than the Base Value in the case of a disposal of the whole of the Site or in the case of a disposal of part of the Site less than such proportion of the Base Value as is equal to the proportion which the [Gross] [Net] Area of the buildings comprised in the part of the Site to be disposed of bears to the total [Gross] [Net] Area of the buildings comprised or to be comprised in the Scheme on the Site];
3.1.1.3 otherwise than by means of such kinds of disposal, upon such terms and in accordance with such marketing strategy as shall be previously approved in writing by the Agency from time to time;
3.1.2 it shall not without the prior written consent of the Agency dispose of the Site or any part thereof to any person connected with the Applicant;
3.1.3 it shall in accordance with the marketing strategy previously approved by the Agency take all reasonable steps to dispose of the relevant parts of the Site intended for disposal in accordance with paragraph 3.1.1.4 and in any event to commence marketing of the Site no later than the Date of Practical Completion;
3.1.4 it shall not without the prior written consent of the Agency complete a disposal or enter into a contract in respect of the Site or any part thereof for a disposal which is to be completed before the Date of Practical Completion of the Works or (as the case may be) the part of the Works to be carried out on the relevant part of the Site;
3.1.5 it shall keep the Agency informed of progress being made generally in effecting disposals of the Site or any part thereof and shall provide to the Agency at such intervals as the Agency may reasonably require a marketing report including details of progress in effecting disposals;
3.1.6 prior to the discharge of its obligations under paragraph 2:-
3.1.6.1 it shall not without the prior written consent of the Agency charge the Site or any part thereof save only as security for funding for the Scheme
3.1.6.2 it shall notify the Agency of any charge of the Site or any ...
Restrictions on Disposal. 6.1 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.
Restrictions on Disposal. The General Partner shall seek to ensure that no co-investor with the Partnership may dispose of any interest in any Portfolio Investment before the Partnership and any disposal will be made pro-rata with the Partnership on terms no more favourable than those applicable to the Partnership.
Restrictions on Disposal. 10.1 No disposal of shares in Hua Run Holding by Champion Regal. Champion Regal undertakes that without the prior written consent of Valspar, Champion Regal will not, for as long as it owns any equity in Hua Run Holdings, sell, transfer, assign or otherwise dispose of or create any Encumbrance in respect of any or all of the issued shares of Hua Run Holdings legally and beneficially owned by it except pursuant to clauses 7.1, 7.2 and 7.3.
10.2 No disposal of shares in Champion Regal by Shareholders of Champion Regal. Champion Regal shall cause each of the Shareholders of Champion Regal to undertake as part of the Guarantee (as attached in Schedule 5):
(a) not to sell, transfer, assign or otherwise dispose of or create any Encumbrance in respect of any or all of the issued shares of Champion Regal registered in his name whether now or in the future for as long as Champion Regal owns any equity in Hua Run Holdings except in accordance with Clause 10.3 or with the prior written consent of Valspar, and
(b) not to authorize or approve any increase in the authorized share capital of Champion Regal, any offering, issuance or placement of new shares in Champion Regal, or other securities convertible or exchangeable into or representing shares (whether ordinary, preference, redeemable or any other class) in Champion Regal, or allotment of any such shares to any person for as long as Champion Regal owns any equity in Hua Run Holdings except as a rights issue.
10.3 Valspar’s pre-emption right over shares in Champion Regal. If at any time any of the Shareholders of Champion Regal (“Selling CR Shareholder”) receives a bona fide offer from any third party (“Offeror”) except another Shareholder of Champion Regal to purchase his shares in Champion Regal, or a Selling CR Shareholder wishes to sell his shares in Champion Regal to any third party except another Shareholder of Champion Regal, Valspar shall be entitled to a first right of refusal to purchase such shares upon the following terms and conditions which will be confirmed by each of the Shareholders of Champion Regal in the Guarantee (as attached in Schedule 5):
(a) If there is a bona fide third party Offeror, the Selling CR Shareholder shall make an offer in writing to sell such shares to Valspar at such price and on such other terms as offered by the Offeror, provided that the Selling CR Shareholder shall provide sufficient proof of the price and the terms offered by the Offeror.
(b) If there is no third party Off...
