Transfers and Other Restrictions. The Pledgor will not (i) sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral except as expressly permitted by Section 7(a) hereof.
Transfers and Other Restrictions. Stockholder represents, covenants and agrees that, except as contemplated by this Agreement: (i) Stockholder shall not, directly or indirectly, during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 4 hereof, (A) offer for sale or agree to sell, transfer, tender, assign, pledge, hypothecate or otherwise dispose of or enter into any contract, option or other arrangement or understanding with respect to, or consent to, the offer for sale, sale, transfer, tender, pledge, hypothecation, encumbrance, assignment or other disposition of, or create any Lien of any nature whatsoever with respect to, any or all of the Shares or any interest therein or (B) take any action that could make any of its representations or warranties contained herein untrue or incorrect or could have the effect of preventing or disabling the Stockholder from performing any of its obligations hereunder; (ii) Stockholder shall not grant any proxy or power of attorney, or deposit any Shares into a voting trust or enter into a voting agreement or other arrangement, with respect to the voting of Shares (each a “Voting Proxy”); and (iii) Stockholder has not granted, entered into or otherwise created any Voting Proxy which is currently (or which will hereafter become) effective, and if any Voting Proxy has been created, such Voting Proxy is hereby revoked.
Transfers and Other Restrictions. Stockholder represents, covenants and agrees that, except as contemplated by this Agreement: (i) Stockholder shall not, directly or indirectly, during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 4 hereof, (A) offer for sale or agree to sell, transfer, tender, assign, pledge, hypothecate or otherwise dispose of or enter into any contract, option or other arrangement or understanding with respect to, or consent to, the offer for sale, sale, transfer, tender, pledge, hypothecation, encumbrance, assignment or other disposition of, or create any Lien of any nature whatsoever with respect to, any or all of the Shares or any interest therein (each such transaction, a “Transfer”); provided, however, that nothing in this Section 2.1 shall prevent or prohibit Stockholder from a Transfer or Transfers of Shares pursuant to Rule 144 of the Securities Act of 1933, as amended, during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 4 hereof; provided further, that with respect to Shares held by Jxxx X. Xxxxxxx and his affiliates (“Sxxxxxx”), nothing in this Section 2.1 shall prevent or prohibit Sxxxxxx from a Transfer or Transfers of Shares pursuant to the 10b5-1 trading plans (the “Plans”) in effect on the date hereof and continuing until this Agreement terminates pursuant to Section 4 hereof, provided that any such Transfer is made pursuant to Rule 144 and that Sxxxxxx does not modify or amend the Plans as a part of a plan or scheme to evade the prohibitions set forth in this Agreement; or (B) take any action that could make any of its representations or warranties contained herein untrue or incorrect or could have the effect of preventing or disabling the Stockholder from performing any of its obligations hereunder; (ii) Stockholder shall not grant any proxy or power of attorney, or deposit any Shares into a voting trust or enter into a voting agreement or other arrangement, with respect to the voting of Shares (each a “Voting Proxy”) except as provided by this Agreement; and (iii) Stockholder has not granted, entered into or otherwise created any Voting Proxy which is currently (or which will hereafter become) effective, and if any Voting Proxy has been created, such Voting Proxy is hereby revoked.
Transfers and Other Restrictions. No Pledgor will (i) sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged Collateral or (ii) redeem any Pledged LP Interest or Pledged LLC Interest (including, without limitation, by requesting an in-kind distribution or complete liquidation of such Pledgor's interest in the applicable Partnership) or withdraw the capital account of such Pledgor in any Partnership, except (A) as expressly permitted by Section 7(a) hereof, provided that any Pledgor may, in connection with such Pledgor’s estate planning, transfer any portion of any Equity Interest issued by Trian Partners GP that is owned by such Pledgor to a Family Member or a Family Entity, so long as the perfected, first priority security interest of the Lender (subject only to the Liens granted hereunder and under any Trian Loan Documents) is not adversely affected in any respect and prior to such transfer, such Family Member or Family Entity, as the case may be, (I) is joined as a Pledgor under this Agreement, (II) executes and delivers to the Collateral Agent prior to any such transfer a Guaranty, a joinder to this Agreement, in form and substance reasonably satisfactory to the Lender, and such other agreements, instruments and documents as the Lender may reasonably require, and (III) deliver such approvals, legal opinions and other documents as reasonably requested by the Lender in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by this Agreement, or otherwise to effect the intent that such Family Member or Family Entity shall become bound by all of the terms, covenants, and agreements contained in such Guaranty and this Agreement (it is understood and agreed that such Pledgor shall pay on demand all reasonable legal fees, costs and expenses of the Lender in connection with the foregoing) and (B) for transfers of economic rights in Trian Partners GP to the employees of Trian Fund Management pursuant to the Employee Incentive Arrangement, or to placement agents pursuant to the Placement Agent Incentive Arrangements.”
Transfers and Other Restrictions. Licensee may not: (a) assign, sublicense, sell, rent, lease, lend, time share, contract host (as an application service provider, service bureau, virtualization, or other remote access), or transfer The Software to a third party without the express prior written consent of Spectrum Mobile, (b) merge or otherwise integrate The Software with external components or other software; (c) reverse engineer, decompile or disassemble The Software or otherwise attempt to derive the source code; (d) remove, alter, or obscure any confidentiality or proprietary notices including any copyright 6o.2r trademark notices; or (e) reproduce or copy The Software except that one copy of The Software may be made for archival or backup purposes as long as it contains all the original proprietary notices within The Software. Licensee agrees that The Software is the confidential and proprietary property of Spectrum Mobile and is protected by United States Copyright Laws and international treaty provisions. All rights in and to The Software not expressly granted to Licensee in this Agreement are reserved by Licensee. There are no implied licenses under this Agreement.
