Common use of No Other Liens; No Sales or Transfers Clause in Contracts

No Other Liens; No Sales or Transfers. Pledgor hereby represents ------------------------------------- and warrants that he or she has good and valid title to all of the Pledged Shares, free and clear of all liens, security interests and other encumbrances, and Pledgor hereby covenants that, until such time as all of the outstanding principal of and interest on the Note has been repaid, Pledgor shall not (i) create, incur, assume or suffer to exist any pledge, security interest, encumbrance, lien or charge of any kind against the Pledged Shares or Pledgor's rights or a holder thereof, other than pursuant to this Pledge Agreement, or (ii) without the prior written consent of the Company (with approval of Parent's board of directors), sell or otherwise transfer any Pledged Shares or any interest therein.

Appears in 7 contracts

Samples: Pledge Agreement (Sealy Corp), Pledge Agreement (Sealy Corp), Pledge Agreement (Sealy Corp)

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No Other Liens; No Sales or Transfers. Pledgor hereby represents ------------------------------------- and warrants that he or she Pledgor has good and valid title to all of the Pledged Pledge Shares, free and clear of all any other liens, security interests and other encumbrances, and Pledgor hereby covenants that, until such time as all of the outstanding principal of and interest on the Note has been repaid, Pledgor shall not (i) create, incur, assume or suffer to exist any pledge, security interest, encumbrance, lien or charge of any kind against the Pledged Shares or Pledgor's rights or as a holder thereof, other than pursuant to this Pledge Agreement, or (ii) without the prior written consent of the Company (with approval of Parent's board of directors), sell or otherwise transfer any Pledged Shares or any interest thereintherein (other than a transfer pursuant to applicable laws of descent and distribution or among Executive's Family Group (as defined in the Executive Stock Agreement between Executive and the Company) and subject to the security interest granted herein).

Appears in 5 contracts

Samples: Executive Stock Agreement (Therma Wave Inc), Stock Agreement (Therma Wave Inc), Executive Stock Agreement (Therma Wave Inc)

No Other Liens; No Sales or Transfers. Pledgor hereby represents ------------------------------------- -- ----- ----- -- ----- -- --------- and warrants that he or she has good and valid title to all of the Pledged Pledge Shares, free and clear of all liens, security interests and other encumbrances, and Pledgor hereby covenants that, until such time as all of the outstanding principal of and interest on the Note has been repaid, Pledgor shall not (i) create, incur, assume or suffer to exist any pledge, security interest, encumbrance, lien or charge of any kind against the Pledged Shares or Pledgor's rights or a holder thereof, other than pursuant to this Pledge AgreementAgreement and the Securityholders Agreement of even date, or (ii) without the prior written consent of the Company (with approval of Parent's board of directors), sell or otherwise transfer any Pledged Shares or any interest thereintherein unless all of the proceeds associated with such sale or transfer are applied against the accrued and unpaid interest on and principal of the Note at the time of such sale or transfer.

Appears in 4 contracts

Samples: Corporation Executive Stock Agreement (Aircraft Service International Group Inc), Investor Stock Agreement (Aircraft Service International Group Inc), Corporation Executive Stock Agreement (Aircraft Service International Group Inc)

No Other Liens; No Sales or Transfers. Pledgor hereby represents and ------------------------------------- and warrants that he or she has good and valid title to all of the Pledged Pledge Shares, free and clear of all liens, security interests and other encumbrances, and Pledgor hereby covenants that, until such time as all of the outstanding principal of and interest on the Note has been repaid, Pledgor shall not (i) create, incur, assume or suffer to exist any pledge, security interest, encumbrance, lien or charge of any kind against the Pledged Shares or Pledgor's rights or a holder thereof, other than pursuant to this Pledge Agreement and the Executive Stock Agreement, or (ii) without the prior written consent of the Company (with approval of Parent's board of directors), sell or otherwise transfer any Pledged Shares or any interest therein.

Appears in 2 contracts

Samples: Executive Stock Pledge Agreement (Corinthian Colleges Inc), Executive Stock Pledge Agreement (Corinthian Colleges Inc)

No Other Liens; No Sales or Transfers. Pledgor hereby represents ------------------------------------- and warrants that he or she it has good and valid title to all of the Pledged Shares, free and clear of all liens, security interests and other encumbrances, and Pledgor hereby covenants that, until such time as all of the outstanding principal of and interest on the Note has been repaid, Pledgor shall not (i) create, incur, assume or suffer to exist any pledge, security interest, encumbrance, lien or charge of any kind against the Pledged Shares or Pledgor's rights or a holder thereof, other than pursuant to this Pledge Agreement, Agreement or (ii) without the prior written consent of the Company (with approval of Parent's board of directors), sell or otherwise transfer any Pledged Shares or any interest therein.

Appears in 2 contracts

Samples: Stock Pledge Agreement (Tmil Corp), Stock Pledge Agreement (Tmil Corp)

No Other Liens; No Sales or Transfers. Pledgor hereby represents ------------------------------------- and warrants that he or she has good and valid title to all of the Pledged Shares and will have good and valid title to any Additional Pledged Shares, free and clear of all liens, security interests and other encumbrances, and Pledgor hereby covenants that, until such time as all of the outstanding principal of and interest on the Note has been repaid, Pledgor shall not (i) create, incur, assume or suffer to exist any pledge, security interest, encumbrance, lien or charge of any kind against the Pledged Shares or against Pledgor's rights or as a holder thereof, other than pursuant to this Pledge Agreement, or Agreement and/or (ii) without the prior written consent of the Company (with approval of Parent's board of directors), sell or otherwise transfer any Pledged Shares or any interest therein, except as expressly permitted herein.

Appears in 2 contracts

Samples: Executive Stock Pledge, Security and Retention Agreement (Apropos Technology Inc), Executive Stock Pledge, Security and Retention Agreement (Apropos Technology Inc)

No Other Liens; No Sales or Transfers. Pledgor hereby represents ------------------------------------- and warrants that he or she has good and valid title to all of the Pledged Pledge Shares, free and clear of all liens, security interests and other encumbrances, and Pledgor hereby covenants that, until such time as all of the outstanding principal of and interest on the Note has been repaid, Pledgor shall not (i) create, incur, assume or suffer to exist any pledge, security interest, encumbrance, lien or charge of any kind against the Pledged Shares or Pledgor's rights or a holder thereof, other than pursuant to this Pledge Agreement, or (ii) without the prior written consent of the Company (with approval of Parent's board of directors), sell or otherwise transfer any Pledged Shares or any interest therein, except in accordance with the provisions of the Management Stock Agreement.

Appears in 1 contract

Samples: Management Stock Pledge Agreement (Hines Holdings Inc)

No Other Liens; No Sales or Transfers. Pledgor hereby represents ------------------------------------- and warrants that he or she has good and valid title to all of the Pledged Pledge Shares, free and clear of all liens, security interests and other encumbrances, and Pledgor hereby covenants that, until such time as all of the outstanding principal of and interest on the Note has been repaid, Pledgor shall not (i) create, incur, assume or suffer to exist any pledge, security interest, encumbrance, lien or charge of any kind against the Pledged Shares Securities or Pledgor's rights or a holder thereof, other than pursuant to this Pledge Agreement and the Stockholders Agreement, or (ii) without the prior written consent of the Company (with approval of Parent's board of directors), sell or otherwise transfer any Pledged Shares Securities or any interest therein.

Appears in 1 contract

Samples: Executive Stock Agreement (Compbenefits Corp)

No Other Liens; No Sales or Transfers. Pledgor hereby represents ------------------------------------- -- ----- ----- -- ----- -- --------- and warrants that he or she has good and valid title to all of the Pledged Pledge Shares, free and clear of all liens, security interests and other encumbrances, and Pledgor hereby covenants that, until such time as all of the outstanding principal of and interest on the Note has been repaid, Pledgor shall not (i) create, incur, assume or suffer to exist any pledge, security interest, encumbrance, lien or charge of any kind against the Pledged Shares or Pledgor's rights or a holder thereof, other than pursuant to this Pledge Agreement, or (ii) without the prior written consent of the Company (with approval of Parent's board of directors), sell or otherwise transfer any Pledged Shares or any interest thereintherein unless all of the proceeds associated with such sale or transfer are applied against the accrued and unpaid interest on and principal of the Note at the time of such sale or transfer.

Appears in 1 contract

Samples: Ranger Aerospace (Aircraft Service International Group Inc)

No Other Liens; No Sales or Transfers. Pledgor hereby represents ------------------------------------- and -- ----- ----- -- ----- -- --------- warrants that he or she has good and valid title to all of the Pledged Pledge Shares, free and clear of all liens, security interests and other encumbrances, and Pledgor hereby covenants that, until such time as all of the outstanding principal of and interest on the Note has been repaid, Pledgor shall not (i) create, incur, assume or suffer to exist any pledge, security interest, encumbrance, lien or charge of any kind against the Pledged Shares or Pledgor's rights or a holder thereof, other than pursuant to this Pledge AgreementAgreement and the Securityholders Agreement of even date, or (ii) without the prior written consent of the Company (with approval of Parent's board of directors), sell or otherwise transfer any Pledged Shares or any interest thereintherein unless all of the proceeds associated with such sale or transfer are applied against the accrued and unpaid interest on and principal of the Note at the time of such sale or transfer.

Appears in 1 contract

Samples: Ranger Aerospace (Aircraft Service International Group Inc)

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No Other Liens; No Sales or Transfers. Pledgor hereby represents ------------------------------------- and warrants that he or she has good and valid title to all of the Pledged SharesSecurities, free and clear of all liens, security interests and other encumbrances, and Pledgor hereby covenants that, until such time as all of the outstanding principal of and interest on the Replacement Note has have been repaid, Pledgor shall not (i) create, incur, assume or suffer to exist any pledge, security interest, encumbrance, lien or charge of any kind against the Pledged Shares Securities or Pledgor's rights or as a holder thereof, other than pursuant to this Second Restated Securities Pledge Agreement, Agreement or (ii) without the prior written consent of the Company (with approval of Parent's board of directors), sell or otherwise transfer any Pledged Shares Securities or any interest therein.

Appears in 1 contract

Samples: Securities Pledge Agreement (Aerovox Inc)

No Other Liens; No Sales or Transfers. Pledgor hereby represents ------------------------------------- -- ----- ----- -- ----- -- --------- and warrants that he or she has good and valid title to all of the Pledged Pledge Shares, free and clear of all liens, security interests and other encumbrances, and Pledgor hereby covenants that, until such time as all of the outstanding principal of and interest on the Note Notes has been repaid, Pledgor shall not (i) create, incur, assume or suffer to exist any pledge, security interest, encumbrance, lien or charge of any kind against the Pledged Shares or Pledgor's rights or a holder thereof, other than pursuant to this Pledge AgreementAgreement and the Securityholders Agreement of even date, or (ii) without the prior written consent of the Company (with approval of Parent's board of directors), sell or otherwise transfer any Pledged Shares or any interest thereintherein unless all of the proceeds associated with such sale or transfer are applied against the accrued and unpaid interest on and principal of the Notes at the time of such sale or transfer.

Appears in 1 contract

Samples: Corporation Executive Stock Agreement (Aircraft Service International Group Inc)

No Other Liens; No Sales or Transfers. Pledgor hereby represents ------------------------------------- and warrants that he or she has good and valid title to all of the Pledged Pledge Shares, free and clear of all liens, security interests and other encumbrances, and Pledgor hereby covenants that, until such time as all of the outstanding principal of and interest on the Note has been repaid, Pledgor shall not (i) create, incur, assume or suffer to exist any pledge, security interest, encumbrance, lien or charge of any kind against the Pledged Shares or Pledgor's rights or a holder thereof, other than pursuant to this Pledge Agreement and the Executive Stock Agreement, or (ii) without the prior written consent of the Company (with approval of Parent's board of directors), sell or otherwise transfer any Pledged Shares or any interest therein.

Appears in 1 contract

Samples: Executive Stock Pledge Agreement (Corinthian Colleges Inc)

No Other Liens; No Sales or Transfers. Pledgor hereby ----------------------------------------- represents ------------------------------------- and warrants that he or she it has good and valid title to all of the Pledged SharesInterests, free and clear of all liens, security interests and other encumbrances, and Pledgor hereby covenants that, until such time as all of the outstanding principal of and interest on the Note has been repaid, Pledgor shall not (i) create, incur, assume or suffer to exist any pledge, security interest, encumbranceencum-brance, lien or charge of any kind against the Pledged Shares Interests or Pledgor's rights or a holder thereof, other than pursuant to this Pledge Agreement, or (ii) without the prior written consent of the Company (with approval of Parent's board of directors), sell or otherwise transfer any Pledged Shares Interests or any interest therein.

Appears in 1 contract

Samples: Security Agreement (Pointe Communications Corp)

No Other Liens; No Sales or Transfers. Pledgor hereby represents and ------------------------------------- and warrants that he or she has good and valid title to all of the Pledged Shares, free and clear of all liens, security interests and other encumbrances, and Pledgor hereby covenants that, until such time as all of the outstanding principal of and interest on the Note has been repaid, Pledgor shall not (i) create, incur, assume or suffer to exist any pledge, security interest, encumbrance, lien or charge of any kind against the Pledged Shares or Pledgor's rights or a holder thereof, other than pursuant to this Pledge Agreement, or (ii) without the prior written consent of the Company (with approval of Parentthe Company's board of directors), sell or otherwise transfer any Pledged Shares or any interest therein.

Appears in 1 contract

Samples: Pledge Agreement (Microclock Inc)

No Other Liens; No Sales or Transfers. Pledgor hereby represents ------------------------------------- and warrants that he or she has good and valid title to all of the Pledged Pledge Shares, free and clear of all liens, security interests and other encumbrances, and Pledgor hereby covenants that, until such time as all of the outstanding principal of and interest on each of the Note Notes has been repaid, Pledgor shall not (i) create, incur, assume or suffer to exist any pledge, security interest, encumbrance, lien or charge of any kind against the Pledged Shares Securities or Pledgor's rights or a holder thereof, other than pursuant to this Pledge Agreement and the Executive Agreement, or (ii) without the prior written consent of the Company (with approval of Parent's board of directors), sell or otherwise transfer any Pledged Shares Securities or any interest therein.

Appears in 1 contract

Samples: Executive Securities Purchase and Employment Agreement (Petersen Holdings LLC)

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