Restrictions on Dispositions. Shareholder agrees that, from and after the date of this Agreement and through the Effective Time, he or she will not take any action that will alter or affect in any way the right to vote the Shares, except (i) with the prior written consent of Bancorp or (ii) to change such right from that of a shared right of Shareholder to vote the Shares to a sole right of Shareholder to vote the Shares.
Restrictions on Dispositions. During the Standstill Period, Shareholder shall not, and shall cause its Controlled Affiliates not to, directly or indirectly (including, without limitation, through the disposition or transfer of control of another Person), sell, assign, donate, transfer, pledge, hypothecate, grant any option with respect to or otherwise dispose of any interest in (or enter into an agreement or understanding with respect to the foregoing) any Voting Securities (a "Disposition"), except as set forth below in this Section 4.1; provided, however, that the restrictions set forth in Sections 4.1 through 4.4 shall not apply to Shareholder if a Bankruptcy Event has occurred during the Standstill Period. Without limiting the generality of the foregoing, any sale of securities of Shareholder or any of its Controlled Affiliates which is currently (or following the passage of time, the occurrence of any event or the giving of notice), directly or indirectly, exchangeable or exercisable for, or convertible into, any Voting Securities shall constitute a Disposition of such Voting Securities.
(a) Dispositions may be made to a Controlled Affiliate of Shareholder; provided, that such Controlled Affiliate agrees in writing to be bound by this Agreement to the same extent as Shareholder.
(b) Dispositions of Voting Securities may be made pursuant to a bona fide public offering in a firm commitment or best efforts underwriting managed by a United States nationally recognized underwriter, effected in accordance with the registration rights provisions in Article 5 and which provides for a widely distributed public offering in accordance therewith (an "Underwritten Offering"); provided, that, prior to any such Disposition, Shareholder and its Controlled Affiliates shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be; provided, further, that such Dispositions shall not be made to any Person who or which, together with such Person's Affiliates and the members of any Group existing with respect to Voting Securities of which such Person is a part (any such Person and its Affiliates and Group members being collectively referred to herein as a "Purchasing Person"), would immediately thereafter, to the knowledge of Shareholder, any of its Controlled Affiliates, or the managing underwriter(s) beneficially own Voting Securities representing three and one-half percent (3.5%) or more of the Total Voting Power.
(c) Dispositions of Voting Securities may be made pu...
Restrictions on Dispositions. (a) Anything in this Agreement to the contrary notwithstanding, no issuance or Disposition of Interests otherwise permitted or required by this Agreement shall be made unless such issuance or Disposition is in compliance with U.S. and other federal and state securities laws, including the Securities Act and the rules and regulations thereunder, and the Partnership Act.
(b) Anything in this Agreement to the contrary notwithstanding, unless otherwise agreed to in writing by the General Partner, no Disposition of Interests otherwise permitted or required by this Agreement shall be effective unless and until any transferee who is not already a party to this Agreement (and such transferee’s spouse, if applicable) shall execute and deliver to the Partnership an Addendum Agreement in which such transferee (and such transferee’s spouse, if applicable) agrees to be bound by this Agreement and to observe and comply with this Agreement and with all obligations and restrictions imposed on the Partners hereby and thereby. Any Person who is not already a party to this Agreement and acquires Interests in accordance with the provisions of this Agreement shall be required to become a party to this Agreement by executing (together with such Person’s spouse, if applicable) an Addendum Agreement.
(c) Dispositions of Interests may only be made in strict compliance with all applicable terms of this Agreement, and any purported Disposition of Interests that does not so comply with all applicable provisions of this Agreement shall be null and void and of no force or effect, and the Partnership shall not recognize or be bound by any such purported Disposition and shall not effect any such purported Disposition on the transfer books of the Partnership or Capital Accounts of the Partners. The parties hereto agree that the restrictions contained in this Article IV are fair and reasonable and in the best interests of the Partnership and its Partners.
(d) All newly issued Interests shall only be issued to Persons who are or become party to this Agreement by execution of an Addendum Agreement.
(e) Dispositions made in accordance with this Agreement shall be effected by such documents and instruments as are necessary to comply with the Partnership Act and other applicable Cayman Islands Law, including the Addendum Agreement or such other form of instrument of transfer approved by the General Partner.
(f) Each of the Class A-1 Limited Partners agrees that any Disposition of Class A-1 Inte...
Restrictions on Dispositions. Neither Greektown Holdings nor its Subsidiaries shall, sell, transfer, lease, contribute or otherwise convey (including by way of merger), or grant options, warrants or other rights with respect to, any of its or their assets (including accounts receivable and Capital Stock) to any Person (each such conveyance, an “Asset Sale”) without the prior written consent of the Administrative Agent; provided, however, that the Operating Company and its Subsidiaries may, without the prior consent of the Administrative Agent, (x) make dispositions in the ordinary course of its business, and (y) dispose of (i) the Surplus Parcels and the Development Parcels and (ii) obsolete, worn out or surplus assets or assets no longer used or useful in the business of the Operating Company or its Subsidiaries, so long as (A) such disposition does not materially and adversely affect the ability of the Operating Company or its Subsidiaries to own and operate the Temporary Casino Complex and the Permanent Casino Complex in accordance with the Development Agreement and this Agreement, (B) the net proceeds thereof which, with respect to the property described in item (ii) of clause (y), have not otherwise been used to fund replacement assets, are to be deposited in the Cash Collateral Account in accordance with Section 3.1.3 and the proceeds of the Cash Collateral Account shall be deemed to be part of the DIP Collateral and (C) with respect to such property listed in item (ii) of clause (y), (1) the consideration received for the disposition thereof shall be in an amount at least equal to the fair market value thereof as reasonably determined by the Administrative Agent and (2) such disposed property shall be replaced with other property of substantially equal utility and a value at least substantially equal to that of the replaced property when first acquired and free from any Liens other than Permitted Liens and by such removal and replacement the Operating Company and its Subsidiaries shall be deemed to be part of the DIP Collateral. Each disposition set forth in the proviso of this Section 8.2.12 shall constitute a “Permitted Asset Sale”.
Restrictions on Dispositions. Shareholder hereby agrees that, without the prior written consent of Purchaser (except as may be specifically required by Order or applicable Law), Shareholder shall not, directly or indirectly, sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell, any Shares (collectively, “Transfer”) other than to its Affiliates, provided that as a condition to such Transfer, such Affiliate shall execute an agreement that is identical to this Agreement (except to reflect the change of the Shareholder).
Restrictions on Dispositions. The Warrants and the Warrant Shares have been registered under the Act pursuant to the Registration Statement; however, Prime Charter acknowledges that the Warrants and the Warrant Shares may not be transferred except pursuant to (i) a post-effective amendment to the Registration Statement, (ii) an effective registration statement under the Act or (iii) any available exemption from registration under the Act permitting such disposition of securities and upon delivery to the Company of an opinion of counsel, reasonably satisfactory to counsel for the Company, that such exemption from registration is available. Prime Charter agrees that the certificates representing the Warrants and Warrant Shares shall bear an appropriate restrictive legend to such effect.
Restrictions on Dispositions. During the Standstill Period, each Shareholder shall not, and shall cause its Affiliates not to, directly or indirectly (including, without limitation, through the disposition or transfer of control of another Person), sell, assign, donate, transfer, pledge, hypothecate, grant any option with respect to or otherwise dispose of any interest in (or enter into an agreement or understanding with respect to the foregoing) any Voting Securities (a "Disposition"), except as set forth below in this Section 4.1. Without limiting the generality of the foregoing, any sale of securities held by any Shareholder or any of its Affiliates which is currently (or following the passage of time, the occurrence of any event or the giving of notice), directly or indirectly, exchangeable or exercisable for, or convertible into, any Voting Securities shall constitute a Disposition of such Voting Securities. Dispositions may be effected by a Shareholder during the Standstill Period as follows:
(a) No Dispositions of any nature of the shares of Common Stock acquired pursuant to the Exchange Agreement may be made prior to the first anniversary of the acquisition of shares of Common Stock pursuant to the Exchange Agreement, except pursuant to Sections 4.1(e) and 4.1(f). For avoidance of doubt, nothing in this Section 4.1(a) shall impose limitations on Dispositions of the TPG Group Block or the Laidlaw Block.
(b) As of the date of the acqxxxxxxxn of shares of Common Stock pursuant to the Exchange Agreement (the "Purchase Date"), with respect to the Shares and any other shares of Common Stock acquired in compliance with the Original Agreement, and after the first anniversary of the Purchase Date, with respect to the Conversion Shares, Dispositions of Voting Securities may be made at any time in compliance with the Registration Rights Agreement.
(c) As of the Purchase Date, with respect to the Shares and any other shares of Common Stock acquired in compliance with the Original Agreement, and after the first anniversary of the Purchase Date, with respect to all other Conversion Shares, Dispositions of Voting Securities may be made pursuant to sales effected in accordance with Rule 144 under the Securities Act (a "Rule 144 Sale"); provided that such Dispositions shall not be made to any Person who or which would immediately thereafter, to the knowledge of such Shareholder, any of its Affiliates, or such Shareholder's broker, beneficially own Voting Securities representing 9% or more of th...
Restrictions on Dispositions. No Disposition of any Membership Interest or Units by a Member shall be effective unless the following requirements are satisfied:
Restrictions on Dispositions. Shareholder agrees that, from and after the date of this Agreement and during the term of this Agreement, he or she will not take any action that will adversely affect his or her ability to comply with the obligations imposed by this Agreement to vote the Shares, except (i) with the prior written consent of CVCB or (ii) to change such right from that of a shared right of Shareholder to vote the Shares to a sole right of Shareholder to vote the Shares. Without limiting the generality of the foregoing, Shareholder shall take no actions that will reduce the number of Shares held by Shareholder as of the date hereof.
Restrictions on Dispositions. Subject to the provisions of subsections 7.9 and 7.10, the Borrower will not make and will not permit any of its Subsidiaries to make, any Asset Disposition unless the Borrower (or the Subsidiary, as the case may be) receives, at the time of such Asset Disposition, consideration with a Fair Market Value at least equal to the Fair Market Value of the securities, assets or other Property sold or otherwise disposed of. In determining the Fair Market Value of the consideration received for any Asset Disposition, in addition to any other adjustment necessary to determine such consideration's Fair Market Value, any payment or other amount that is to be received after the date of such Asset Disposition (whether paid pursuant to a note or installment receivable or otherwise or in the form of a dividend or distribution on any shares of any Person's Capital Stock) shall be valued at the net present value of such payment or other amount calculated by discounting such payment or other amount to the date of such Asset Disposition using an assumed discount rate proposed by the Borrower and reasonably acceptable to the Agent.
