Common use of No Transfer or Encumbrance Clause in Contracts

No Transfer or Encumbrance. To the extent permitted by applicable law, no General Escrow Shares, General Escrow Dividends or any beneficial interest therein may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by Buyer or a Company shareholder or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of Buyer or such Company shareholder or used for any reason, prior to (i) in the case of Buyer, the retention of General Escrow Shares in satisfaction of a resolved Claim for Damages or to address any post-closing Merger Adjustment in accordance with this Agreement or (ii) in the case of the Company shareholders, the release by Escrow Agent to the Company shareholders of General Escrow Shares or General Escrow Dividends, in accordance with this Agreement, except that Company Shareholders shall be entitled to assign their rights to the General Escrow Shares or General Escrow Dividends by will, by the laws of intestacy or by other operation of law.

Appears in 1 contract

Sources: Merger Agreement (Mobilepro Corp)

No Transfer or Encumbrance. To the extent permitted by applicable law, no General Escrow Shares, Shares or General Escrow Dividends or any beneficial interest therein may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by Buyer or a Company shareholder Principal or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of Buyer or such Company shareholder Principal or used for any reason, prior to (i) in the case of Buyer, the retention of General Escrow Shares in satisfaction of a resolved Claim for Damages or to address any post-closing Merger Adjustment in accordance with this Agreement or (ii) in the case of the Company shareholdersSelling Shareholders, the release by Escrow Agent to the Company shareholders Selling Shareholders of General Escrow Shares or General Escrow Dividends, Dividends in accordance with this Agreement, except that Company Selling Shareholders shall be entitled to assign their rights to the General Escrow Shares or General Escrow Dividends by will, by the laws of intestacy or by other operation of law.

Appears in 1 contract

Sources: Merger Agreement (Mobilepro Corp)

No Transfer or Encumbrance. To the extent permitted by applicable law, no General Escrow Shares, Shares or General Escrow Dividends or any beneficial interest therein may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by Buyer or a Company shareholder Nasco or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of Buyer or such Company shareholder Nasco or used for any reason, prior to (i) in the case of Buyer, the retention of General Escrow Shares in satisfaction of a resolved Claim for Damages or to address any post-closing Merger Adjustment in accordance with this Agreement or (ii) in the case of the Company shareholdersNasco, the release by Escrow Agent to the Company shareholders Nasco of General Escrow Shares or General Escrow Dividends, Dividends in accordance with this Agreement, except that Company Shareholders Nasco shall be entitled to assign their its rights to the General Escrow Shares or General Escrow Dividends by will, by the laws of intestacy or by other operation of law.

Appears in 1 contract

Sources: Merger Agreement (Mobilepro Corp)