Restrictions on Disposals. No Restricted Company shall enter into a single transaction or series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset except for a Permitted Disposal.
Restrictions on Disposals. The Chargor shall not at any time during the Security Period enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any Secured Assets.
Restrictions on Disposals. No Disposal of any Share or any legal or beneficial interest in a Share shall be permitted except a transfer of the legal or beneficial interest in the Share which is permitted by the other terms of this agreement.
Restrictions on Disposals will not dispose of, or otherwise deal with, the Silver Note Collateral or any part thereof without the consent of the Silver Security Agent, and, so far as it is within its power and control to do so, shall at all times comply with any direction given by the Silver Security Agent and the Silver Cash Administrator (consistently with the Silver Transaction Documents) in relation to the Silver Note Collateral;
Restrictions on Disposals. The parties hereby agree that no person (other than an existing Holder) shall acquire any interest in any Holders’ Shares or New Shares (and the Company shall not be obliged to register any transfer of any Holders’ Shares or New Shares or any interest therein by any Holder) by way of a Private Transfer unless such person has (i) entered into a deed of adherence in a form reasonably acceptable to the Company agreeing to be bound by this Agreement and (ii) provided to the Company a duly executed Proxy covering the total number of Holders’ Shares and New Shares in respect of which such person is to acquire an interest.
Restrictions on Disposals. (a) (Restriction on Encumbrances) No Security Provider will create, purport or attempt to create or permit to exist, any Encumbrance however ranking over any of its assets (including any Security Property).
(b) (Transactions similar to security) No Security Provider will:
(i) sell or otherwise Dispose of any of its assets on terms which permit or require those assets to be leased to or re-acquired by any Group Member;
(ii) sell or otherwise Dispose of any of its receivables on recourse terms or securitise its receivables; or
(iii) purchase any asset on terms providing for a retention of title by the vendor or on conditional sale terms or on terms having a similar substantive effect.
(c) (Disposals) No Security Provider will enter into or make any Disposal of:
(i) any shares in any Group Member; or
(ii) any other part of its respective assets or undertaking, unless the Disposal is a Permitted Disposal.
(iii) The Lender will release from the Securities any asset Disposed of as permitted by this clause 15.6(c).
(d) (Permitted Encumbrances) Clauses 15.6(a), 15.6(b) and 15.6(c) do not apply to Permitted Encumbrances.
Restrictions on Disposals. Without prejudice to Clause 7.3 (restrictions on dealing with Bank Accounts), the Chargor covenants that it shall, not nor shall it agree or purport to, sell, discount, factor, transfer, lease, lend or otherwise dispose of, whether by means of one or a number of transactions related or not and whether at one time or over a period of time, the whole or any part of its undertaking or assets.
Restrictions on Disposals a) No Obligor shall (and shall procure that none of its Subsidiaries shall), whether by a single transaction or a series of related or unrelated transactions dispose or agree to dispose of any assets.
b) Paragraph a) above shall not apply to any disposal of:
(i) current assets in the ordinary course of business of the disposing entity on arm’s length terms (provided that asset securitisation or similar transaction on a non-recourse basis shall not be construed as disposal “in the ordinary course of business”);
(ii) assets used within the Group for the development, manufacturing, promotion or selling of instruments (in the case of the instruments business including the business as a whole) for the handling and purification of nucleic acids (Qiagen Instruments AG, Switzerland) and disposal of the Company’s share in Operon Biotechnologies Inc., Huntsville/Alabama;
(iii) assets in exchange for other assets which are comparable or superior as to type, value or quality (including a decision period for reinvestment of such assets of six months);
(iv) assets in connection with a sale and leaseback transaction on normal commercial terms;
(v) obsolete or surplus assets not required for the efficient operation of the business of the disposing entity for cash;
(vi) any disposals with the prior written consent of the Majority Lenders;
(vii) shares other than shares in any Borrower or in any of Digene Corporation, USA, Qiagen Sciences Inc./USA, Qiagen North American Holdings, Inc./USA or Qiagen GmbH/Germany unless the Majority Lenders have granted their prior written consent or such disposal occurs between members of the Group provided that an Obligor or its Subsidiary may dispose of shares of Digene Corporation prior to the Delisting without notice to the Lenders so long as fair value is received and the proceeds thereof are either held as cash by the Obligor or it s Subsidiary in certificates of deposit, U.S. Government securities, commercial paper or other money market instrument which are exempted securities under U.S. Federal securities laws.
(viii) other disposals (except for asset securitisation or similar transactions on a non-recourse basis) on arm’s length terms not exceeding an aggregate amount of 10% of the total assets of the Group (when aggregated with other disposals during the relevant financial year) or 30% (when aggregated with other disposals during the lifetime of the Facilities) (for the purposes of calculation of the amounts hereunder, any disposal...
Restrictions on Disposals. Except as provided for in the Business Combination Agreement or with the prior written approval of the Company and Freyr, the Shareholder hereby agrees that, from the date hereof until the Expiration Time, the Shareholder shall not, directly or indirectly:
(a) redeem any Subject Shares;
(b) Transfer, either voluntarily or involuntarily, or enter into any contract, option or other arrangement or understanding with respect to the Transfer of any Subject Shares, including, without limitation, pursuant to any Derivative Transaction; provided that the Shareholder may Transfer any Subject Shares to (i) an affiliate of Shareholder, (ii) if Shareholder is a natural person, to a member of Shareholder’s immediate family, or (iii) to any trust, the beneficiaries of which include only the persons named in the preceding clause (ii), to the extent that any such person under clause (i), (ii) or (iii) agrees in writing to be bound by and subject to the terms of this Agreement in connection with such Transfer as a Shareholder hereunder; provided further that Shareholder shall provide the Company and FREYR notice of any such Transfer prior to effecting such Transfer; provided, further that if the price of the Subject Shares (as may be adjusted for any stock split, stock dividend or other changes in the Subject Shares) is equal to or greater than $20 per share following the execution of the Business Combination Agreement, then, for so long as the trading price of such Subject Shares exceeds $20 per share, the Shareholder may Transfer such Subject Shares to a third party; provided further that in the event any such Transfer results in the Shareholder (together with its respective Affiliates) holding less than 5% of the voting equity securities of the Company, Shareholder shall be released from the obligations set forth under clause 2 hereunder (while, for clarity, continuing to be bound by the other rights and obligations set forth in this agreement);
(c) deposit any Subject Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this agreement;
(d) convert or exchange, or take any action which would result in the conversion or exchange, of any Subject Shares; or
(e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a) to (d).
Restrictions on Disposals. 8.1 The Owner will not dispose of, deal with, encumber, or grant any interest in or right or easement over the Property or agree to do so or hold the Property upon trust for anyone else or enter into any Planning Obligation in its capacity as landowner of the Property or Works Agreement in respect of the Property during the Contract Period without the prior written consent of the Developer, not to be unreasonably withheld or delayed) and without giving not less than 20 working days prior notice and otherwise in accordance with the following provisions of this Clause.
8.2 The Developer may (inter alia) require that any mortgagee or chargee will enter into a deed with the Developer containing the following:
(a) an acknowledgement by the mortgagee or chargee that this Contract has priority in all respects to the mortgage or charge and the sums or obligations secured by it and that the mortgage or charge is subject to this Contract;
(b) a covenant by the mortgagee or chargee with the Developer (whether or not the sums secured by the mortgage or charge are wholly or partly discharged or not discharged at all) to release the Property and to consent to and confirm the grant of any rights to the Developer in accordance with the terms of this Contract on or following completion of the transfer of the Property; and
(c) a covenant by the mortgagee or chargee, free of cost to the Developer, to enter into any and every Planning Obligation in order to consent to it and to postpone the charge or mortgage to each such Planning Obligation.
8.3 The Developer may (inter alia) require that any easement, right or privilege granted by the Owner in relation to the Property in the future will be on terms that the owner of the servient tenement from time to time may divert or re-route such easement, right or privilege to facilitate the Development or enable it to be carried out more expediently (and interrupt it temporarily for such purpose) and on terms that the owners, mortgagees, chargees, tenants and occupiers of the dominant tenement can be required by the Developer to agree to and execute such documentation covering such diversion or re-routing of the relevant easement, right or privilege as the Developer may reasonably require.
8.4 The Developer may require that anyone to whom the Owner intends (with the Developer’s prior consent) to sell or otherwise dispose of any estate or interest in the Property covenants by deed (in such terms as the Developer reasonably requires) wit...
