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 may dispose of any JV Company Shares in the period from the Completion Date up to (and including) the fifth (5th) anniversary of the Completion Date (“Lock-up Period”), except where such disposal is made in accordance with or permitted under the JVA. Following the expiry of the Lock-up Period, any disposal of the JV Company Shares (in part or in full) by any shareholder is subject to customary restrictions including shareholder pre-emption rights.
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. The parties mutually concede a right of first refusal (Clause 5.1), a right of co-sale with founders (Clause 5.2) and also a come-along (Clause 5.
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. 6.1 Any Disposal of Shares shall only be permitted with the approval of all Shareholders. The Company’s Articles of Association shall provide for the corresponding transferability re- striction. The Shareholder desiring to dispose of Shares shall be entitled to vote in the de- cision on the disposal.
