No Sale, Transfer or Encumbrance; Additional Purchases Sample Clauses

No Sale, Transfer or Encumbrance; Additional Purchases. Except with the prior written consent of Staples, the Shareholder agrees and covenants in favour of Staples not to option, transfer, sell, gift, pledge, hypothecate, encumber, or otherwise dispose of any of the Subject Securities or enter into any agreement, arrangement or understanding in connection therewith, other than (A) transfers to an affiliate of the Shareholder provided only that, prior to any such transfer, such affiliate enters into a written agreement with Staples to be bound by the terms of this Agreement in all respects and to the same extent as the Shareholder is bound, and (B) without having first obtained the prior written consent of Staples, other than pursuant to the exercise of options to acquire PNI Shares or restricted share units. The Shareholder agrees that any PNI Shares or other securities of PNI purchased or acquired after the date of execution of this Agreement shall be subject to the terms of this Agreement to the same extent as if they constituted Subject Securities.
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No Sale, Transfer or Encumbrance; Additional Purchases. Except with the prior written consent of Northern Dynasty, the Shareholder agrees and covenants in favour of Northern Dynasty not to option, transfer, sell, gift, pledge, hypothecate, encumber, or otherwise dispose of any of the Xxxxxx Point Subject Securities, or enter into any agreement, arrangement or understanding in connection therewith (including any derivative Arrangement that has the effect of reducing the economic exposure of the Shareholder to the Xxxxxx Point Subject Securities), provided that the Shareholder may transfer any of the Xxxxxx Point Subject Securities to a trust or other legal entity over which the Shareholder has control and is able to direct the voting of such Xxxxxx Point Subject Securities, or sell any of the Xxxxxx Point Subject Securities without the prior written consent of Northern Dynasty, so long as the purchaser agrees to be bound by the terms of this Agreement and enter into an agreement with Northern Dynasty on the same terms and conditions as this Agreement. The Shareholder agrees that any Xxxxxx Point Shares purchased or acquired after the date hereof shall be subject to the terms of the Agreement to the same extent as the Xxxxxx Point Subject Securities.
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No Sale, Transfer or Encumbrance; Additional Purchases. Except with the prior written consent of Teranga, the Shareholder agrees and covenants in favour of Teranga not to directly or indirectly option, transfer, sell, gift, pledge, hypothecate, encumber, or otherwise dispose of any of the Subject Securities, or enter into any agreement, arrangement or understanding in connection therewith. The Shareholder agrees that any Oromin Shares, options or other convertible securities to acquire Oromin Shares, purchased or acquired after the date of execution of this Agreement shall be subject to the terms of this Agreement to the same extent as if they constituted Subject Securities.
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No Sale, Transfer or Encumbrance; Additional Purchases. Except with the prior written consent of Skarb, the Shareholder agrees and covenants in favour of Skarb not to option, transfer, sell, gift, pledge, hypothecate, encumber, or otherwise dispose of any of the Petratherm Subject Securities, or enter into any agreement, arrangement or understanding in connection therewith (including any derivative transaction that has the effect of reducing the economic exposure of the Shareholder to the Petratherm Subject Securities), provided that the Shareholder may transfer any of the Petratherm Subject Securities to a trust or other legal entity over which the Shareholder has control and is able to direct the voting of such Petratherm Subject Securities, or sell any of the Petratherm Subject Securities without the prior written consent of Skarb, so long as the purchaser agrees to be bound by the terms of this Agreement and enter into an agreement with Skarb on the same terms and conditions as this Agreement. The Shareholder agrees that any Petratherm Shares purchased or acquired after the date hereof shall be subject to the terms of the Agreement to the same extent as the Petratherm Subject Securities.
Sample 1
No Sale, Transfer or Encumbrance; Additional Purchases. Except with the prior written consent of Acquiror and/or for purposes of exercising equity incentive securities, the Shareholder agrees and covenants in favour of Acquiror not to option, transfer, sell (other than for the purpose of funding the exercise price of vested equity incentive securities), gift, pledge, hypothecate, encumber, or otherwise dispose of any of the Subject Securities or enter into any agreement, arrangement or understanding in connection therewith. The Shareholder agrees that any Target Shares or other securities of Target purchased or acquired after the date of execution of this Agreement shall be subject to the terms of this Agreement to the same extent as if they constituted Subject Securities.
Sample 1
No Sale, Transfer or Encumbrance; Additional Purchases. Except with the prior written consent of [Primero][Brigus], the Shareholder agrees and covenants in favour of [Primero][Brigus] not to option, transfer, sell, gift, pledge, hypothecate, encumber, or otherwise dispose of any of the Subject Securities (or any right or interest therein, legal or equitable) or enter into any agreement, arrangement or understanding in connection therewith (including any derivative transaction that has the effect of reducing the economic exposure of the Shareholder to the Subject Securities).
Sample 1
No Sale, Transfer or Encumbrance; Additional Purchases. Until the termination of this agreement, the Shareholder agrees and covenants in favour of Staples not to option, transfer, sell, gift, pledge, hypothecate, encumber, or otherwise dispose of any of the Subject Securities or enter into any agreement, arrangement or understanding in connection therewith, other than transfers to a third party, provided that (i) the prior written consent of Staples is obtained, which consent shall not be unreasonably withheld; and (ii) such third party enters into a written agreement with Staples to be bound by the terms of this Agreement in all respects and to the same extent as the Shareholder is bound. The Shareholder agrees that any PNI Shares or other securities of PNI purchased or acquired after the date of execution of this Agreement shall be subject to the terms of this Agreement to the same extent as if they constituted Subject Securities.
Sample 1
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Related to No Sale, Transfer or Encumbrance; Additional Purchases

  • 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.

  • No Sale or Encumbrance As long as this Agreement remains in effect, Grantor unconditionally agrees not to sell, option, assign, pledge, or create or permit to exist any lien or security interest in or against any of the Collateral in favor of any person other than Lender.

  • Due on Sale and Encumbrance; Transfers of Interests (a) Each of Borrower and Operating Lessee acknowledges that Lender has examined and relied on the experience of Borrower and Operating Lessee and their respective stockholders, general partners and members, as applicable, and principals of Borrower and Operating Lessee in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Properties as a means of maintaining the value of the Properties as security for repayment of the Debt and the performance of the Other Obligations. Borrower and Operating Lessee each acknowledge that Lender has a valid interest in maintaining the value of the Properties so as to ensure that, should Borrower default in the repayment of the Debt or Borrower or Operating Lessee default in the performance of the Other Obligations, Lender can recover the Debt by a sale of the Properties. Therefore, without the prior written consent of Lender, but, in each instance, subject to the express provisions of Article 7, neither Borrower nor Operating Lessee nor any other Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower, Operating Lessee or in any other Loan Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any Individual Property or any part thereof, or any interest, direct or indirect, common, preferred or otherwise, in Borrower, Operating Lessee or in any other Loan Party, or in any Person holding any direct or indirect interest in Borrower, Operating Lessee or in any other Loan Party, whether voluntarily or involuntarily or enter into or subject any Individual Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell any Individual Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower or Operating Lessee for the leasing of all or a substantial part of any Individual Property for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases, or any Gross Revenue; (iii) if Borrower, Operating Lessee or any other Loan Party or any general partner, managing member or controlling shareholder of Borrower or of any other Loan Party is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (iv) if Borrower, Operating Lessee or any other Loan Party, or any general partner, managing member or controlling shareholder of Borrower, Operating Lessee, or of any other Loan Party is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member, and (v) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower, Operating Lessee or in any other Loan Party.

  • Transfer or Encumbrance of the Mortgaged Property Subject to Section 50 hereof and except as may otherwise be permitted hereunder or pursuant to the Relevant Documents, Mortgagor shall not sell, convey, alienate, mortgage, encumber, pledge or otherwise transfer the Mortgaged Property or any part thereof or any of its interest therein. Mortgagee shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Obligations immediately due and payable upon Mortgagor's conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Mortgaged Property in violation of this Mortgage or any other Relevant Document. This provision shall apply to every sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Mortgaged Property that is not permitted pursuant to the Relevant Documents, regardless of whether voluntary or not, or whether or not Mortgagee has consented to any previous sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Mortgaged Property.

  • Due on Sale or Encumbrance Subject to specific exceptions set forth below, each Mortgage Loan contains a “due on sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the requirements of the related Mortgage Loan documents (which provide for transfers without the consent of the lender which are customarily acceptable to Seller lending on the security of property comparable to the related Mortgaged Property, including, without limitation, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Mortgage Loan documents), (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Mortgage Loan documents, (iii) transfers of less than, or other than, a controlling interest in the related Mortgagor, (iv) transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Mortgage Loan documents or a Person satisfying specific criteria identified in the related Mortgage Loan documents, such as a qualified equityholder, (v) transfers of stock or similar equity units in publicly traded companies or (vi) a substitution or release of collateral within the parameters of paragraphs (27) and (32) herein or the exceptions thereto set forth in Schedule C to this Exhibit C, or (vii) by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan as set forth on Exhibit C-32-1 to this Exhibit C, or future permitted mezzanine debt as set forth on Exhibit C-32-2 to this Exhibit C or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any Serviced Companion Loan or Non-Serviced Companion Loan or any subordinate debt that existed at origination and is permitted under the related Mortgage Loan documents, (ii) purchase money Exh. C-12 security interests, (iii) any Crossed Mortgage Loan, as set forth on Annex A-1 to the Prospectus or (iv) Permitted Encumbrances. The Mortgage or other Mortgage Loan documents provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.

  • No Sale/Encumbrance Neither Borrower nor any Restricted Party shall Transfer the Property or any part thereof or any interest therein or permit or suffer the Property or any part thereof or any interest therein to be Transferred other than as expressly permitted pursuant to the terms of the Loan Agreement.

  • Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units (a) Units shall not be certificated unless otherwise determined by the Manager. If the Manager determines that one or more Units shall be certificated, each such certificate shall be signed by or in the name of the Company, by the Chief Executive Officer and any other officer designated by the Manager, representing the number of Units held by such holder. Such certificate shall be in such form (and shall contain such legends) as the Manager may determine. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. The Manager agrees that it shall not elect to treat any Unit as a “security” within the meaning of Article 8 of the Uniform Commercial Code unless thereafter all Units then outstanding are represented by one or more certificates.

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:

  • Sale and Transfer of Shares (a) Subject to the terms and conditions of this Agreement, at the Closing, Sellers will sell and transfer the Shares to Buyer, and Buyer will purchase the Shares from Sellers free and clear of all Encumbrances.

  • CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 8.1. Company May Consolidate, Etc.,

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