Transfer by Pledgor. The Pledgor will not sell or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber any of the Collateral or any interest therein (except as may be permitted in accordance with the terms of the Credit Agreement).
Transfer by Pledgor. The Pledgor will not sell, assign, transfer or ------------------- otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber the Pledged Securities or any interest therein except to the extent permitted under Section 2(e) hereof.
Transfer by Pledgor. Without the prior written consent of the Company, the Pledgor agrees that he will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the collateral, nor will he create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any of the collateral, or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Agreement.
Transfer by Pledgor. The Pledgor will not sell, assign, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber any of the Pledged Collateral or any interest therein. In the event of a sale, assignment, or transfer, the Pledged Securities so sold, assigned, transferred or otherwise disposed of shall be released from the pledge hereunder and the proceeds shall be applied as set forth in the Recourse Note and in this Stock Pledge Agreement.
Transfer by Pledgor. Each Pledgor agrees that it will not sell, transfer, assign or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber any of the Pledged Collateral or any interest therein, provided that no Event of Default has occurred and is continuing. Notwithstanding anything stated to the contrary in this Agreement or in any of the other documents evidencing, securing or pertaining to the Loan, nothing contained in this Agreement or in any of such other documents shall limit or impair the right of any of the entities that have a direct or indirect interest in Pledgor from pledging or encumbering their direct or indirect interests in Pledgor pursuant to (i) that certain Amended and Restated Master Repurchase Agreement, dated as of April 28, 2011, as amended by that certain Amendment No. 1 to Amended and Restated Master Repurchase Agreement dated as of May 10, 2011, between KBS GKK Participation Holdings I, LLC, a Delaware limited liability company, and Xxxxxxx Xxxxx Mortgage Company, a New York limited partnership, or (ii) that certain Amended and Restated Master Repurchase Agreement, dated as of April 28, 2011, as amended by that certain Amendment No. 1 to Amended and Restated Master Repurchase Agreement dated as of May 10, 2011, between KBS GKK Participation Holdings II, LLC, a Delaware limited liability company, and Citicorp North America, Inc., a New York corporation.Termination and Release of Pledge. Upon the Pledge Termination Date, the pledge of the Pledged Collateral contained in this Article II shall terminate without further action of any other Person (provided that all indemnities set forth herein including, without limitation, in Section 2.4 hereof shall survive any such termination) and Agent, at the request and reasonable expense of Pledgor, will, at Pledgor’s expense, promptly execute and deliver to each Pledgor all instruments or documents, reasonably requested by such Pledgor, acknowledging the satisfaction and termination of such pledge, and will promptly and duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty except that it has not previously encumbered or sold such Pledged Collateral in violation of this Agreement) such of the Pledged Collateral as may be in the possession of Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any monies at the time held by Agent hereunder. In the eve...
Transfer by Pledgor. The Pledgor shall not sell, assign, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber (collectively, a “Disposition”) the Pledged Shares or any interest therein, except that the Shares may be transferred to a Permitted Transferee. For purposes herein, “Permitted Transferee” shall mean any immediate family member or trust or other estate planning entity for the benefit of Pledgor or any member of Pledgor’s immediate family; provided, that (i) the Company is given prior written notice of any such proposed transfer, (ii) such Permitted Transferee agrees to be bound by the same terms and conditions as Pledgor under this Agreement, (iii) the Pledgor receives no consideration for the transfer of the Shares and (iv) the Shares shall continue to be subject to the same restrictions, terms and conditions as were applicable to the Shares immediately prior to the transfer.
Transfer by Pledgor. Without the prior written consent of the Secured Party, the Pledgor shall not sell, assign, transfer, or otherwise dispose of, grant any option with respect to, or pledge or grant any security interest in or otherwise encumber or restrict any of the Pledged Collateral or any interest therein, except for the pledge thereof and security interest provided for in this Agreement.
Transfer by Pledgor. Pledgor will not sell or otherwise dispose of, grant any option with respect to, or create, incur, assume or suffer to exist any lien on, any portion of the Collateral (except the lien created by this Agreement).
Transfer by Pledgor. The Pledgor will not sell, assign, transfer or ------------------- otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber (collectively, a "Disposition") the Pledged Securities or any interest therein except as permitted by the Company's Restated Certificate of Incorporation (the "Charter"), and any Stockholders Agreement to which Pledgor and the Company or its stockholders may be or become bound. In the event of any Disposition of Pledged Securities pursuant to and in accordance with the terms and conditions of the Charter and any Stockholders Agreement, the Company shall release such Pledged Securities from the pledge hereunder to permit consummation of such transaction solely to the extent that, after such release, the sum (the "Coverage Amount") of (i) the product of the number of shares of Class A Common Stock owned by the Pledgor and subject to this Stock Pledge Agreement multiplied by $6 (the "Class A Calculated Value") plus (ii) the product of the number of shares of Class B Common Stock owned by the Pledgor and subject to this Stock Pledge Agreement multiplied by $6 (the "Class B Calculated Value") exceeds 150% of the aggregate principal amount of the Note Obligation then outstanding (the "Note Amount") is greater than zero. Notwithstanding the foregoing, (i) upon the written request of the Pledgor, the Company shall release Additional Securities from the pledge hereunder to permit consummation of a Disposition solely to the extent that, after such release, the Value (as defined below) of the Additional Securities subject to this Stock Pledge Agreement exceeds 125% of the difference between the Note Amount and a fraction, the numerator of which is the Coverage Amount and the denominator of which is 1.5, and (ii) in the case of any Disposition in connection with the occurrence of a trigger event, the Company shall release such Pledged Securities regardless of whether the Coverage Amount is greater than zero, provided, that any proceeds received upon such Disposition are either pledged to the Company as additional collateral and/or used to reduce the Note Amount so that the foregoing collateral coverage test continues to be satisfied after giving effect to such Disposition. For purposes of this Section 5, the Value of the Additional Securities shall be the market value of such securities determined by reference to the per share closing price on the date prior to the requested release of such securities as r...
Transfer by Pledgor. The Pledgor will sell or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber any of the Collateral or any interest therein (except in accordance with the terms of this Agreement, the Credit Agreement and the other Credit Documents).
