Transfer or Encumbrance. Pledgor will not (i) sell, assign (by operation of law or otherwise) or transfer Pledgor's rights in any of the Collateral, (ii) xxxxx x xxxx or security interest in or execute, file or record any financing statement or other security instrument with respect to the Collateral to any party other than Secured Party, or (iii) deliver actual or constructive possession of any certificate, instrument or document evidencing and/or representing any of the Collateral to any party other than Secured Party.
Transfer or Encumbrance. Debtor will not (i) sell, assign (by operation of law or otherwise), transfer, exchange, lease or otherwise dispose of any of the Collateral, or (ii) xxxxx x xxxx or security interest in or execute, file or record any financing statement or other security instrument with respect to the Collateral other than the Permitted Encumbrances.
Transfer or Encumbrance. (A) Mr. Last Name agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber Mr. Last Name 's AmeriNet securities or any New AmeriNet Securities acquired or to make any offer or agreement relating thereto during the time that Mr. Last Name serves on AmeriNet's board of directors and for an additional period of 90 days thereafter (the term of this agreement), except:
(1) During such periods following the filing by AmeriNet of reports with the Securities and Exchange Commission as may be determined by the regulatory compliance committee of AmeriNet's board of directors to provide currency of information required to avoid violation of restrictions under the Securities Act and the Exchange Act against trading on inside information.
(2) In full compliance with the requirements of:
(a) Rule 144 promulgated by the Commission under authority granted by the Securities Act;
(b) Sections 13D and 16(a) of the Exchange Act, including requirements pertaining to timely filing of Commission Forms 3, 4 and 5 or Schedule 13-D; and
(3) In full compliance with the procedures established by AmeriNet (including requirements imposed upon its transfer agent) to assure compliance with the foregoing.
(B) No transactions permitted pursuant to Section 5.2(A) shall be effected until:
(1) Legal counsel representing Mr. Last Name (which legal counsel is reasonably satisfactory to AmeriNet), shall have advised AmeriNet in a written opinion letter satisfactory to AmeriNet and AmeriNet's legal counsel, and upon which AmeriNet and its legal counsel may rely, that no registration under the Securities Act would be required in connection with the proposed sale, transfer or other disposition and that all requirements under the Exchange Act, including Sections 13 and 16 thereof have been complied with; or
(2) A registration statement under the Securities Act covering AmeriNet's Stock proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the proposed sale, transfer or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission (the "Commission") and made effective under the Securities Act; or
(3) An authorized representative of the Commission shall have rendered written advice to Mr. Last Name (sought by Director-Nominee or Director-Nominee's legal counsel, with a copy thereof and all other related communications delivered to AmeriNet) to the effect that the Commission wou...
Transfer or Encumbrance. Debtor will not (i) sell, assign (by operation of law or otherwise), transfer, exchange, lease or otherwise dispose of any of the Collateral, (ii) xxxxx x xxxx or security interest in or execute, file or record any financing statement or other security instrument with respect to the Collateral to any party other than Secured Party, or (iii) deliver actual or constructive possession of any of the Collateral to any party other than Secured Party, except for (A) sales and leases of inventory in the ordinary course of business, and (B) the sale or other disposal of any item of equipment which is worn out or obsolete and which has been replaced by an item of equal suitability and value, owned by Debtor and made subject to the security interest under this Agreement, but which is otherwise free and clear of any lien, security interest, encumbrance or adverse claim; provided, however, the exceptions permitted in clauses (A) and (B) above shall automatically terminate upon the occurrence of an Event of Default.
Transfer or Encumbrance. Pledgor will not sell, assign (by operation of law or otherwise), transfer, exchange, lease or otherwise dispose of any of the Collateral, nor will Pledgor grant a Lien upon or file or record any financing statement or other xxxxxxxxxxxn with respect to the Collateral (other than in connection with Permitted Subordinate Liens), nor will Pledgor allow any such Lien, financing statement, or other registration to exist (other than in connection with Permitted Subordinate Liens) or deliver actual or constructive possession of the Collateral to any other Person.
Transfer or Encumbrance. Pledgor will not sell, assign (by operation of law or otherwise), transfer, exchange, lease or otherwise dispose of any of the Collateral, nor will Pledgor xxxxx x Xxxx upon or execute, file or record any financing statement or other registration with respect to the Collateral (other than the security interests created by this Agreement), nor will Pledgor allow any such Lien, financing statement, or other registration to exist or deliver actual or constructive possession of the Collateral to any other Person other than Liens in favor of Pledgee and those provided in Section 3.1(d)(iv). Notwithstanding the foregoing, so long as no Default or Event of Default exists, Pledgor may transfer, exchange or otherwise dispose of Pledged Equity in connection with a merger or consolidation permitted by Section 9.11 of the Credit Agreement or a sale or other transfer permitted by Section 9.12 of the Credit Agreement. Upon any such merger, consolidation, sale or transfer, Pledgee will, upon Pledgor's request and at Pledgor's expense, promptly (i) release its security interest in the Collateral that is being transferred, exchanged or disposed of in connection with such merger or consolidation or otherwise sold or transferred, (ii) return to Pledgor such of the Collateral that is being transferred, exchanged or disposed of in connection with such merger or consolidation or otherwise sold or transferred, and (iii) execute and deliver to Pledgor such documents as Pledgor may reasonably request to evidence Pledgee's release of its security interest in such Collateral.
Transfer or Encumbrance. Debtor will not (i) sell, assign (by operation of law or otherwise) or transfer Debtor’s rights in any of the Collateral, (ii) withdraw any cash from any deposit account included in Collateral, (iii) xxxxx x xxxx or security interest in or execute, authorize, file or record any financing statement or other security instrument with respect to the Collateral to any party other than Lender, or (iv) deliver actual or constructive possession of any certificate, instrument or document evidencing and/or representing any of the Collateral to any party other than Lender.
Transfer or Encumbrance. Grantor will not (i) sell, assign (by operation of law or otherwise) or transfer Grantor’s rights in any of the Collateral, (ii) xxxxx x xxxx or security interest in or execute, authorize, file or record any financing statement or other security instrument with respect to the Collateral to any party other than Secured Party, or (iii) deliver actual or constructive possession of any certificate, instrument or document evidencing and/or representing any of the Collateral to any party other than Secured Party.
Transfer or Encumbrance. Except as specifically provided in this Agreement and subject to compliance with applicable securities laws and loan (and associated loan agreement and documents) secured by the Property, each Tenant in Common may sell, transfer, convey, pledge, encumber or hypothecate their Interest or any part thereof, provided that any transferee shall take such Interests subject to this Agreement.
Transfer or Encumbrance. Borrower shall not, nor shall Borrower permit any Loan Party to, whether in one or a series of transactions, (i) issue or agree to issue any direct or indirect interest (including preferred equity or securities convertible into preferred or common equity) of any nature whatsoever, whether partnership, stock, membership, equity, beneficial, profit, loss or otherwise (collectively and in the singular, as the context may require, the “Ownership Interests”) in such Person or (ii) allow or permit the Transfer of any Ownership Interest in any other Loan Party directly or indirectly, by operation of law or otherwise, or (iii) the Transfer of an interest of any Person having a direct or indirect legal or beneficial Ownership Interest in any Loan Party, including any legal or beneficial interest in any constituent member, partner or owner of such Person; or (iv) the change, removal, resignation or addition of a partner, joint venturer or member in any Loan Party, in each case, without the prior written consent of Lender, which consent in any and all circumstances may be conditioned or denied for any reason or no reason in the sole and absolute discretion of Lender; provided, however, notwithstanding anything to the contrary in the foregoing, preferred stock in the REIT may be Transferred without the prior consent of Lender, provided that after such Transfer, no person or group of persons as a result of such Transfer (as such term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended), shall beneficially own (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) more than the Applicable Ownership Limit of any class of securities of the REIT, provided, further, notwithstanding anything contained herein to the contrary, Guarantor may transfer his interests in Prime Office Company LLC to a spouse, one or more lineal descendants, brothers, sisters or ancestors (or a trust for the benefit of, or a partnership or other entity controlled by one or more of the foregoing) provided that such transfer in no way impairs or affects the Collateral for the Loan and provided that Xxxxx Xxxxxxxxxxxx at all times maintains control (as defined in the definition of Affiliate) of Borrower and Guarantor may transfer in the aggregate up to 15% of the membership interests in Prime Office Company LLC and/or Park Avenue Funding LLC to other third parties. The provisions of the foregoing sentence of this paragraph shall apply to each and every s...
