Transfer of Claims, Interests and Securities. Each Consenting Senior Note Holder hereby agrees, for so long as this Agreement shall remain in effect with regard to such Consenting Senior Note Holder, not to sell, assign, transfer, pledge, hypothecate or otherwise dispose of, directly or indirectly (each such action, a “Transfer”), any of its Relevant Claims or any right related thereto and including any voting rights associated with such Relevant Claims, unless the transferee thereof delivers an agreement in writing, in substantially the form of the transfer agreement attached hereto as Exhibit C (the “Transfer Agreement”), to the Debtors no later than three (3) Business Days after the relevant Transfer (each such transferee becoming a Consenting Senior Note Holder upon the Transfer hereunder); provided, however, that any Transfer of Relevant Claims to a Consenting Senior Note Holder shall not require the execution of a Transfer Agreement but shall be subject to the provisions of Section 2.3 hereof. The Debtors shall promptly acknowledge any such Transfer Agreement in writing and provide a copy of that acknowledgement to the transferor; provided, however, that any failure by the Debtors to acknowledge such Transfer Agreement shall not affect the validity or enforceability thereof. By their acknowledgement of the relevant Transfer Agreement, the Debtors shall be deemed to have acknowledged that their obligations to the Consenting Senior Note Holders hereunder shall be deemed to constitute obligations in favor of the relevant transferee as a Consenting Senior Note Holder hereunder. Any sale, transfer, or assignment of any Relevant Claims that does not comply with the procedures set forth in this Section 2.2 shall be deemed void ab initio. Notwithstanding the foregoing, execution of a Transfer Agreement shall not be required for transferees that are broker-dealers or trading desks in their capacity or to the extent of their holdings as a broker-dealer or market maker of Claims or Equity Interests (a “Market Maker”) engaged in market making or riskless back-to-back trades (collectively, “Market Making Activities”); provided that execution of a Transfer Agreement under this Section 2.2 shall be required for the actual purchasers of Claims in such market transactions. For the avoidance of doubt, no Transfer Agreement shall be required in connection with a Transfer by any Consenting Senior Note Holder of any Equity Interests.
Transfer of Claims, Interests and Securities. Each of the Consenting Holders hereby agrees, for so long as this Agreement shall remain in effect (such period, the “Restricted Period”), not to sell, assign, transfer, hypothecate or otherwise dispose of, directly or indirectly (each such transfer, a “Transfer”), all or any of its Movie Gallery Claims (or any right related thereto and including any voting rights associated with such Movie Gallery Claims), unless the transferee thereof (a) agrees in writing to assume and be bound by this Agreement and the Plan Term Sheet, and to assume the rights and obligations of a Consenting Holder under this Agreement and (b) delivers such writing to the Company before the close of two (2) Business Days after the relevant Transfer (each such transferee becoming, upon the Transfer, a Consenting Holder hereunder). The Company shall promptly acknowledge any such Transfer in writing and provide a copy of that acknowledgement to the transferor. By its acknowledgement of the relevant Transfer, the Company shall be deemed to have acknowledged that its obligations to the Consenting Holders hereunder shall be deemed to constitute obligations in favor of the relevant transferee as a Consenting Holder hereunder. Any sale, transfer or assignment of any Relevant Claim (as defined below) that does not comply with the procedure set forth in the first sentence of this Subsection 3.3 shall be deemed void ab initio.
Transfer of Claims, Interests and Securities. Except as expressly provided herein, this Agreement shall not in any way restrict the right or ability of any Party hereto to sell, use, assign, transfer or otherwise dispose of any of the securities of, or claims against, the Company, PROVIDED, HOWEVER, for a period commencing as of the date hereof until the earliest to occur of (i) the occurrence of a Noteholders' Termination Event (unless the occurrence of such Noteholders' Termination Event has been waived), (ii) the Company's termination of this Agreement after the occurrence of a Company Termination Event, and (iii) the order confirming the Plan becomes a final order or the Plan shall have become effective (such period, the "RESTRICTED PERIOD"), such transfer shall be void and without effect unless and until the transferee delivers to the Consenting Noteholder transferor and the Company within three (3) business days after the date of such transfer, a written agreement containing the provisions set forth in Exhibit B attached hereto pursuant to which such transferee shall assume all obligations of the transferor hereunder in respect of the Noteholder Claims or securities transferred (such transferees, if any, to also be a "Consenting Noteholder" hereunder).
Transfer of Claims, Interests and Securities. (a) Except as otherwise provided in the Transaction Term Sheet, during the TSA Support Period, the Consenting Stakeholders agree, subject to the terms and conditions hereof, that each Consenting Stakeholder, severally and not jointly, shall not sell, transfer, loan, issue, participate, pledge, hypothecate, assign or otherwise dispose of or offer or contract to pledge, encumber, assign, sell or otherwise transfer (each, a “Transfer”), directly or indirectly, in whole or in part, any of its Claims against or Interests in the Company or any option thereon or any right or interest therein, unless such Transfer is made to a Person that is or becomes party to this Agreement or is otherwise approved by the Company. Notwithstanding the foregoing, (i) the Consenting Stakeholders shall be permitted during the TSA Support Period to Transfer their Claims and Interests, as applicable, to their respective affiliates and managed funds and accounts without the consent of any other party, provided that any such affiliate or managed fund or accounts agrees to be bound by the terms of this Agreement; and (ii) the foregoing restriction shall not be applicable to transferees that are broker-dealers or trading desks in their capacity or to the extent of their holdings as a broker-dealer or market maker of claims engaged in market making or riskless back-to-back trades.
Transfer of Claims, Interests and Securities. (a) Except as otherwise provided in the Transaction Term Sheet, during the TSA Support Period, the Consenting Stakeholders agree, subject to the terms and conditions hereof, that each Consenting Stakeholder, severally and not jointly, shall not sell, transfer, loan, issue, participate, pledge, hypothecate, assign, novate, or otherwise dispose of or offer or contract to pledge, encumber, assign, sell or otherwise transfer (each, a “Transfer”), directly or indirectly, in whole or in part, any of its Claims against or Interests in the Company, including its Convertible Notes or Existing Equity, or any option thereon or any right or interest therein, unless such Transfer is made to a (i) Person that is or becomes party to this Agreement in the applicable capacity by executing a Joinder Agreement and delivering such Joinder Agreement to counsel to the Company and counsel to the Steering Committee within 2 Business Days of the effectiveness of the relevant Transfer (a “Permitted Joinder Transferee”) or (ii) is otherwise approved by the Company. Upon such a Transfer in accordance herewith, the transferee shall be deemed to make all of the representations, warranties, and covenants of a Consenting Stakeholder, as set forth in this Agreement, and shall be deemed to be a Party and a Consenting Stakeholder for all purposes under this Agreement. Upon compliance with the foregoing, the transferor shall be deemed to relinquish its rights (with respect to any such Claims and Interests that are the subject of such Transfer) under this Agreement and shall be released from its obligations (with respect to any such Claims and Interests that are the subject of such Transfer) hereunder. Any Transfer made in violation of this Section 7 shall be deemed null and void ab initio and of no force or effect.
Transfer of Claims, Interests and Securities. Except as expressly provided herein, this Agreement shall not in any way restrict the right or ability of any Consenting Noteholder to sell, use, assign, transfer or otherwise dispose of any of the securities of, or claims against, the Company, provided, however, that for a period commencing as of the date such Consenting Noteholder executes this Agreement until the earlier to occur of (i) the occurrence of a Consenting Noteholders' Termination Event, (ii) the Company's termination of this Agreement after the occurrence of a Company Termination Event, (iii) any other termination of this Agreement pursuant to the terms set forth under Section 8 and Section 12.10 of this Agreement and (iv) the Effective Date of the Plan (such period, the "Restricted Period"), such transfer shall be void and without effect unless and until the transferee delivers to the Consenting Noteholder transferor and the Company, within five (5) days after the date of such transfer, a written agreement containing, among other things, a provision substantially similar to the provision set forth in Exhibit B attached hereto pursuant to which such transferee shall assume all obligations of the Consenting Noteholder transferor hereunder in respect of the Noteholder Claims transferred (such transferees, if any, to also be a "Consenting Noteholder" hereunder); provided that any securities of the Company acquired by a Consenting Noteholder after the date such Consenting Noteholder executes this Agreement shall not be subject to the restrictions on transfer and the assumption of obligations by any transferee as set forth in this Section 4.02.
