No Transfer or Encumbrance. Except to the extent expressly permitted by the provisions of this Section 3.3, no Escrowed Property or any beneficial interest therein may be sold, assigned, pledged, encumbered or otherwise transferred (including without limitation by operation of law, other than an exchange or conversion of shares in a merger or consolidation) by any Nova▇▇▇ ▇▇▇urityholder or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of a Nova▇▇▇ ▇▇▇urityholder (other than such Nova▇▇▇ ▇▇▇urityholder's obligations under this Agreement) prior to the delivery and release to the Nova▇▇▇ ▇▇▇urityholders of the Escrowed Property by the Escrow Agent in accordance with the provisions of Section 4 hereof; provided, however, that any Nova▇▇▇ ▇▇▇urityholder may transfer its share of the Escrowed Property hereunder so long as such transfer is (i) by gift, (ii) upon death or permanent incapacity to his guardian, conservator, executor, administrator, trustees or beneficiaries under his will, (iii) to his spouse, children, stepchildren, grandchildren, parents, siblings or legal dependents, (iv) to a trust of which the beneficiary or beneficiaries of the corpus and the income shall be such a person, and all such persons agree to be bound by the terms hereof, or (v) to partners of, or other persons legally entitled to a distribution of property from, a Nova▇▇▇ ▇▇▇urityholder that is a partnership or similar investment vehicle, provided that as a condition to any such transfer, such partner or other person shall execute a joinder agreement specifically agreeing to be bound by the terms hereof.
Appears in 1 contract
No Transfer or Encumbrance. Except to the extent expressly permitted by the provisions of this Section 3.3, no Escrowed Property Escrow Shares or any beneficial interest therein may be sold, assigned, pledged, encumbered or otherwise transferred (including including, without limitation limitation, by operation of law, other than an exchange or a conversion of shares in a merger or consolidation) by any Nova▇▇▇ ▇▇▇urityholder Holder or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of a Nova▇▇▇ ▇▇▇urityholder Holder (other than such Nova▇▇▇ ▇▇▇urityholderHolder's obligations under this Escrow Agreement) prior to the delivery and release to the Nova▇▇▇ ▇▇▇urityholders Holders of the Escrowed Property Escrow Shares by the Escrow Agent Holder in accordance with the provisions of Section Article 4 hereof; provided, however, that any Nova▇▇▇ ▇▇▇urityholder Holder may transfer its share of the Escrowed Property Escrow Shares hereunder so long as such transfer is (i) by gift, (ii) gift or upon death or permanent incapacity to his or her guardian, conservator, executor, administrator, trustees or beneficiaries under his or her will, (iii) to his spouse, children, stepchildren, grandchildren, parents, siblings or legal dependents, (iv) to a trust of which the beneficiary or beneficiaries of the corpus and the income shall be such a person, person and all such persons agree to be bound by the terms hereof, hereof or (v) to partners of, or other persons legally entitled to of a distribution of property from, a Nova▇▇▇ ▇▇▇urityholder Holder that is a partnership or similar investment vehiclepartnership, provided that as a condition to any all of such transfer, such partner or other person shall execute a joinder agreement specifically agreeing partners agree to be bound by the terms hereof.
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Sources: Escrow Agreement (Mitel Corp)
No Transfer or Encumbrance. Except to the extent expressly permitted by the provisions of this Section 3.3, no Escrowed Property or any beneficial interest therein may be sold, assigned, pledged, encumbered or otherwise transferred (including without limitation by operation of law, other than an exchange or a conversion of shares in a merger or consolidation) by any Nova▇▇▇ ▇▇▇urityholder Partner or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of a Nova▇▇▇ ▇▇▇urityholder Partner (other than such Nova▇▇▇ ▇▇▇urityholderPartner's obligations under this Agreement) prior to the delivery and release to the Nova▇▇▇ ▇▇▇urityholders Partners of the Escrowed Property by the Escrow Agent in accordance with the provisions of Section 4 5 hereof; provided, however, that any Nova▇▇▇ ▇▇▇urityholder Partner may transfer its share of the Escrowed Property hereunder so long as such transfer is (i) by gift, (ii) gift or upon death or permanent incapacity to his or her guardian, conservator, executor, administrator, trustees or beneficiaries under his or her will, (iii) to his spouse, children, stepchildren, grandchildren, parents, siblings or legal dependents, (iv) to a trust of which the beneficiary or beneficiaries of the corpus and the income shall be such a person, person and all such persons agree to be bound by the terms hereof, hereof or (v) to partners of, or other persons legally entitled to of a distribution of property from, a Nova▇▇▇ ▇▇▇urityholder Partner that is a partnership or similar investment vehiclepartnership, provided that as a condition to any all of such transfer, such partner or other person shall execute a joinder agreement specifically agreeing partners agree to be bound by the terms hereof.
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No Transfer or Encumbrance. Except to the extent expressly permitted by the provisions of this Section 3.32.3, no Escrowed Property Escrow Shares or any beneficial interest therein may be sold, assigned, pledged, encumbered or otherwise transferred (including including, without limitation limitation, by operation of law, other than an exchange or a conversion of shares in a merger or consolidation) by any Nova▇▇▇ ▇▇▇urityholder Holder or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of a Nova▇▇▇ ▇▇▇urityholder Holder (other than such Nova▇▇▇ ▇▇▇urityholder's Holder’s obligations under this Escrow Agreement) prior to the delivery and release to the Nova▇▇▇ ▇▇▇urityholders Holders of the Escrowed Property Escrow Shares by the Escrow Agent in accordance with the provisions of Section 4 Article IV hereof; provided, however, that any Nova▇▇▇ ▇▇▇urityholder Holder may transfer its share of the Escrowed Property Escrow Shares hereunder so long as such transfer is (i) by gift, (ii) gift or upon death or permanent incapacity to his or her guardian, conservator, executor, administrator, trustees or beneficiaries under his or her will, (iii) to his spouse, children, stepchildren, grandchildren, parents, siblings or legal dependents, (iv) to a trust of which the beneficiary or beneficiaries of the corpus and the income shall be such a person, person and all such persons agree to be bound by the terms hereof, hereof or (v) to partners of, or other persons legally entitled to of a distribution of property from, a Nova▇▇▇ ▇▇▇urityholder Holder that is a partnership or similar investment vehiclepartnership, provided that as a condition to any all of such transfer, such partner or other person shall execute a joinder agreement specifically agreeing partners agree to be bound by the terms hereof.
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Sources: Agreement and Plan of Amalgamation (Palmsource Inc)
No Transfer or Encumbrance. Except to the extent expressly permitted by the provisions of this Section 3.3, no Escrowed Property or any beneficial interest therein may be sold, assigned, pledged, encumbered or otherwise transferred (including without limitation by operation of law, other than an exchange or a conversion of shares in a merger or consolidation) by any Nova▇▇▇ ▇▇▇urityholder Escrow Indemnitor or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of a Nova▇▇▇ ▇▇▇urityholder an Escrow Indemnitor (other than such Nova▇▇▇ ▇▇▇urityholderEscrow Indemnitor's obligations under this Agreement) prior to the delivery and release to the Nova▇▇▇ ▇▇▇urityholders Escrow Indemnitors of the Escrowed Property by the Escrow Agent in accordance with the provisions of Section 4 5 hereof; provided. Provided, however, that any Nova▇▇▇ ▇▇▇urityholder an Escrow Indemnitor may transfer its share of the Escrowed Property hereunder so long as such transfer is (i) to another Escrow Indemnitor or is by gift, (ii) gift or upon death or permanent incapacity to his guardian, conservator, executor, administrator, trustees or beneficiaries under his will, (iii) to his spouse, children, stepchildren, grandchildren, parents, siblings or legal dependents, (iv) to a trust of which the beneficiary or beneficiaries of the corpus and the income shall be such a person, person and all such persons agree to be bound by the terms hereof, hereof or (v) to partners of, or other persons legally entitled to a distribution of property from, a Nova▇▇▇ ▇▇▇urityholder an Escrow Indemnitor that is a partnership or similar investment vehiclepartnership, provided that as a condition to any all of such transfer, such partner or other person shall execute a joinder agreement specifically agreeing partners agree to be bound by the terms hereof.
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No Transfer or Encumbrance. Except to the extent expressly permitted by the provisions of this Section 3.3, no Escrowed Property or any beneficial interest therein may be sold, assigned, pledged, encumbered or otherwise transferred (including without limitation by operation of law, other than an exchange or a conversion of shares in a merger or consolidation) by any Nova▇▇▇ ▇▇▇urityholder Shareholder or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of a Nova▇▇▇ ▇▇▇urityholder Shareholder (other than such Nova▇▇▇ ▇▇▇urityholderShareholder's obligations under this Agreement and the Merger Agreement) prior to the delivery and release to the Nova▇▇▇ ▇▇▇urityholders Shareholders of the Escrowed Property by the Escrow Agent in accordance with the provisions of Section 4 hereof; this Agreement, provided, however, that any Nova▇▇▇ ▇▇▇urityholder a Shareholder may transfer its share of the Escrowed Property hereunder so long as such transfer is (i) by gift, (ii) gift or upon death or permanent incapacity to his guardian, conservator, executor, administrator, trustees or beneficiaries under his will, (iii) to his spouse, children, stepchildren, grandchildren, parents, siblings or legal dependents, (iv) to a trust of which the beneficiary or beneficiaries of the corpus and the income shall be such a person, person and all such persons agree to be bound by the terms hereof, hereof or (v) to partners of, or other persons legally entitled to a distribution of property from, a Nova▇▇▇ ▇▇▇urityholder an Shareholder that is a partnership or similar investment vehiclepartnership, provided that as a condition to any all of such transfer, such partner or other person shall execute a joinder agreement specifically agreeing partners agree to be bound by the terms hereof.
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