Restrictions on Transfer or Encumbrance. Except as contemplated hereby, prior to the earlier of the Closing Date or the termination of this Agreement, none of the Junior Preferred Stockholders shall transfer, sell, tender, assign, option, pledge, hypothecate, put, convert, redeem or otherwise directly, indirectly or by operation of Law or otherwise (including without limitation by merger or sale of equity in any direct or indirect holding company), dispose of or subject to any Encumbrance any of the shares of Junior Preferred Stock. Subject to the foregoing, each Junior Preferred Stockholder shall retain its full rights as a shareholder of the Company for all purposes unless and until the sale of shares of Junior Preferred Stock in accordance with this Agreement.
Restrictions on Transfer or Encumbrance. 7.1 Unless otherwise agreed the parties shall remain shareholders in the Company for at least five (5) years from the date hereof, and under no circumstances, except as provided in section 8, shall either party thereafter, directly or indirectly, voluntarily transfer any shares or any right, title or interest therein without the prior written consent of the other party to this Agreement.
7.2 In order that the intention of the parties with respect to the transfer of shares shall not be frustrated or impaired, no party shall at any time directly or indirectly encumber any shares without the prior written consent of the other party to this Agreement except as provided in section 8.1.
Restrictions on Transfer or Encumbrance. Except as otherwise set forth in this Agreement, no Shareholder shall, without the prior written consent of the Corporation's Board of Directors (the "Board of Directors"), pledge, encumber or in any manner use as collateral, transfer, -2- sell or otherwise dispose of (individually and collectively, "Transfer") all or any part of the Shares, or any interest in the Shares, whether legal or beneficial, now owned or acquired after the date of this Agreement.
Restrictions on Transfer or Encumbrance of the Property. -------------------------------------------------------- If the Property or any part thereof or interest therein shall be encumbered, sold (by contract or otherwise), conveyed, or otherwise transferred by Mortgagor, or if without Mortgagee's prior written consent there shall be any change in the ownership of any stock interest in a corporate Mortgagor, in the ownership of any general partnership interest in any general or limited partnership Mortgagor or in the ownership of any beneficial interest in any other Mortgagor which is not a natural person or persons, or if without Mortgagee's prior written consent there shall be any change in the ownership of any such stock, general partnership or other beneficial interest in any corporation, partnership or other entity, organization or association directly or indirectly owning an interest in Mortgagor, then the same shall be deemed to be a "Transfer" for purposes of this paragraph. In the event of such a Transfer, Mortgagee may, at its sole option, declare such Transfer to constitute an event of default under this Mortgage and invoke any remedy or remedies provided for in paragraph 8.1 hereof or may, at its sole option, consent to such Transfer and increase the interest rate on the indebtedness secured hereby. Neither of the foregoing options shall apply, however, in the case of a Transfer (a) by devise or descent or operation of law upon the death of an individual Mortgagor, a partner of a partnership Mortgagor, a shareholder of a corporate Mortgagor, the owner of a beneficial interest of any other Mortgagor which is not a natural person, or the owner of any stock, partnership or other beneficial interest in any corporation, partnership or other entity, organization or association directly or indirectly owning an interest in Mortgagor, provided that following the Transfer the person(s) and/or firm(s) having effective managerial control of the Property are reasonably satisfactory to Mortgagee, (b) a Transfer of the Property or any portion thereof to AnnTaylor, Inc. or any of its subsidiaries, (the "Permitted Transferees"), so long as the transfer is subject to this Mortgage in all respects and the Permitted Transferee has executed and delivered to the Mortgagee such documents as are reasonably requested to give effect thereto, or (c) transfers of shares of stock in AnnTaylor Stores Corporation so long as its stock is publicly traded on a recognized stock exchange.
Restrictions on Transfer or Encumbrance. 1.1 No Shareholder shall transfer his shares in the Corporation, or any portion thereof, except as expressly permitted by this Agreement. For purposes of this Agreement, "transfer" shall be construed as broadly as the law shall allow, and shall include any change of legal or beneficial ownership with respect to such shares.
Restrictions on Transfer or Encumbrance. 3.1 Except as necessary to implement the provisions of Articles 10.3 and 10.4, no Party shall Transfer any TED Shares or any right, title or interest therein or therexx and no purported Transfer shall be effective, except as provided in this Article 3.
3.2 The certificates representing the TED Shares shall have the following endorsement written, prxxxed or stamped upon the face thereof: "This certificate is issued subject to all the terms and conditions of a Stockholders Agreement, dated as of August 1, 2000 by and between the Company and all of its Stockholders as of such date and this certificate shall not be transferred except in compliance with all of the terms and provisions of said agreement, a copy of which is on file with the Company, and this certificate shall, at all times, remain subject to the terms and conditions thereof."
3.3 Nothing contained herein shall prohibit any Party from Transferring TED Shares to an Affiliate, provided such transferee agrees xx writing to be bound by the terms of this Agreement.
3.4 Any Transfer by a Party of all or a portion of its TED Shares, whether directly or indirectly by assignment, mxxxer, consolidation, or sale of stock, or other conveyance, other than with or to an Affiliate, shall be subject to the following procedure:
(A) Once the transferor Party and a proposed transferee have fully negotiated the final terms and conditions of a Transfer of all or a portion of its TED Shares, such final terms and conditions shall be discloxxx in detail to the other Party in a notice from the transferor. The other Party shall have the right to acquire the TED Shares frox xhe transferor on the same terms and conditions agreed to by the proposed transferee it within thirty (30) days of the transferor's notice, such Party delivers to all other Parties a counter-notification that it accepts the agreed upon terms and conditions of the transfer without reservations or conditions. If the other Party does not deliver such counter-notification, the transfer to the proposed transferee may be made, subject to the other provisions of this Article III, under terms and conditions no more favorable to the transferee than those set forth in the notice to the other Party, provided that the transfer shall be concluded within one hundred eighty (180) days from the date of the notice plus such reasonable additional period as may be required to secure Governmental approvals.
(B) In the event that a Party's proposed Transfer of part or all of...
Restrictions on Transfer or Encumbrance. Xxxxxxxx hereby agrees that he has no intention to and will not resell or otherwise distribute or encumber such Video Update Shares in violation of any federal or state securities laws and understands and agrees that the Video Update Shares to be issued hereunder are restricted on transfer and must be held unless (i) they are registered under the Securities Act of 1933, as amended (the "Act") or (ii) an exemption from registration is available, and Video Update has received an opinion of counsel, in form and substance satisfactory to it, to such effect.
Restrictions on Transfer or Encumbrance. Except as otherwise set forth in this Agreement, no Shareholder shall, without the prior written consent of all other Shareholders, transfer, or permit the transfer of, all or any part of the Shares, or any interest therein, whether legal or beneficial, now owned or hereafter acquired by such Shareholder. Any attempted transaction not in compliance with this Section 1.2 shall be void. As used in this Agreement, the verb "transfer," in whatever form, number or tense, shall mean, as the case may be, encumber or in any manner use as collateral, to transfer, or to sell or otherwise to dispose of, or suffer disposition or encumbrance, voluntarily or involuntarily. ARTICLE II SPECIFIC
Restrictions on Transfer or Encumbrance. To the maximum extent permitted by applicable law, all Secured Obligations shall become immediately due and payable in full in the event the Property or any part thereof or interest therein is encumbered, sold (by contract or otherwise), conveyed, or otherwise transferred by Grantor; or if there is any change in the ownership or control of any of 30% or more of Grantor’s stock if Grantor is a corporation, the ownership or control of any general partnership interest in Grantor if Grantor is a partnership, the ownership of any beneficial interests in Grantor if Grantor is not otherwise a natural person or persons, and the ownership of stock, any general partnership interest, or any other beneficial interest in any corporation, partnership or other entity that has an ownership interest in Grantor. The failure to pay all Secured Obligations as required in this Section shall constitute an Event of Default hereunder.
Restrictions on Transfer or Encumbrance. 4.1 Restrictions on Transfer or Encumbrance of the Property. ------------------------------------------------------- If the Property or any part thereof or interest therein shall be encumbered, sold (by contract or otherwise), conveyed, or otherwise transferred by Mortgagor, or if without Mortgagee's prior written consent there shall be any change in the ownership of any stock interest in a corporate Mortgagor, in the ownership of any general partnership interest in any general or limited partnership Mortgagor or in the ownership of any beneficial interest in any other Mortgagor which is not a natural person or persons, or if without Mortgagee's prior written consent there shall be any change in the ownership of any such stock, general partnership or other beneficial interest in any corporation, partnership or other entity, organization or association directly or indirectly owning an interest in Mortgagor, then the same shall be deemed to be a "Transfer" for purposes of this
