No Disposition. Shareholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, prior to the Expiration Date, Shareholder shall not, directly or indirectly, (i) offer to Transfer, Transfer or consent to any Transfer of any or all of the Covered Shares or the beneficial ownership thereof without the prior written consent of Parent and the Company, (ii) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all Covered Shares or any beneficial ownership thereof, (iii) tender any Covered Shares into any tender or exchange offer, (iv) deposit any or all of the Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any or all of the Covered Shares other than investment management agreements with, and powers-of-attorney held by, Shareholder, (v) grant any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of the Covered Shares that is inconsistent with Section 2 hereof, or (vi) commit or agree to take any of the foregoing actions. Notwithstanding the foregoing but subject to Section 9(d) hereof, Shareholder may Transfer Covered Shares pursuant to an Exempt Transfer; provided that prior to and as a condition to such Exempt Transfer, the transferee of the Covered Shares has agreed to be bound by the terms of this Agreement to the same extent as such Shareholder with respect to the Covered Shares so transferred and the definition of Shareholder shall automatically be amended to include the transferee of the Covered Shares,. If any involuntary Transfer of any of the Covered Shares shall occur (including, but not limited to, a sale by Shareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), Shareholder shall procure that the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee and of any subsequent transferee) take and hold such Covered Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect. Any attempted Transfer (including an Exempt Transfer) of Covered Shares or any interest therein in violation of this Section 3(a) shall be null and void ab initio.
No Disposition. The Debtor covenants and agrees that it will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Collateral, except as provided for in Section 9 hereof, nor will it create, incur, or permit to exist any Lien on or with respect to any of the Collateral, any interest therein, or any Proceeds thereof.
No Disposition. Grantor will not make a Disposition without obtaining Beneficiary’s prior written consent to the Disposition.
No Disposition. During the period commencing on the IPO Closing and ending on the first anniversary thereof, no Grantor may assign, sell, distribute, pledge or otherwise encumber or dispose of the Units without the prior written consent of the Optionee, except that a Grantor may transfer, without the consent of the Optionee, all or a portion of such Grantor’s Units to (i) a parent or parent’s spouse, natural or adopted descendant or descendants, spouse of such descendant, or brother or sister, or a trust created by such Grantor for the benefit of such Grantor and/or any such person(s), of which trust such Grantor or any such person(s) is a trustee, or (ii) a corporation, partnership or limited liability company controlled by a person or persons named in (i) above. Notwithstanding the preceding sentence, no Grantor may effect such a transfer of its Units, in whole or in part, if, in the opinion of legal counsel for the Optionee, such proposed transfer would require the registration of the Units under the Securities Act or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
No Disposition. Stockholder hereby covenants and agrees that between the date hereof and the termination of this Agreement pursuant to Section 6, except as contemplated by this Agreement and the Merger Agreement, Stockholder shall not (a) offer to Transfer, Transfer or consent to any Transfer of any or all of the Covered Shares or any interest therein without the prior written consent of Parent, (b) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all Covered Shares or any interest therein, (c) grant any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of the Covered Shares, (d) deposit any or all of the Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any or all of the Covered Shares or (e) take any other action that would make any representation or warranty of Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the performance of Stockholder’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. Any attempted Transfer of Covered Shares or any interest therein in violation of this Section 3 shall be null and void. This Section 3 shall not prohibit a Transfer of the Covered Shares by Stockholder (i) to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, (ii) upon the death of Stockholder, (iii) pursuant to the terms of a trading plan adopted pursuant to Rule 10b5-1 under the Exchange Act in effect prior to the date hereof or (iv) upon the vesting of any Company Compensatory Award but only to the extent of such Stockholder’s income or other tax liability with respect to such Company Compensatory Award; provided, that, with the exception of 3(a)(iii) and 3(a) (iv) hereof, a Transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement.
No Disposition. Except for Permitted Dispositions, neither Borrower nor any legal or beneficial owner of Borrower will make a Disposition without obtaining Lender’s prior written consent to the Disposition.
No Disposition. Shareholder hereby covenants and agrees that, except as contemplated by this Agreement and except pursuant to the Offer, Shareholder shall not, and shall not offer or agree to, sell, transfer, tender, assign, or otherwise dispose of, or create or permit to exist any restriction, right of first refusal, agreement or limitation on Shareholder's voting rights, with respect to, the Shares now owned or any other shares that may hereafter be acquired by Shareholder.
No Disposition. The Company shall not sell, transfer, otherwise dispose of any of its assets including, without limitation, any of the Restaurants, except for (i) assets with a fair market value, in the aggregate of less than $10,000 in any single transaction or series of related transactions, (ii) sales of inventory in the ordinary course of business, and (iii) the replacement of equipment with new equipment.
No Disposition. The Borrower will not dispose of any of its assets to any person in one transaction or series of transactions unless such disposition is in the ordinary course of its business.
No Disposition. No Credit Party will sell, assign, pledge, encumber or otherwise dispose of any of the Intercompany Obligations owed to it, provided that such Credit Party may forgive Intercompany Obligations or contribute Intercompany Obligations to a Credit Party.
