No Transfers or Encumbrances. During the term of this Agreement, Borrower will not transfer or otherwise encumber any interest in the Collateral, except for nonexclusive licenses granted by Borrower in the ordinary course of business or as set forth in this Agreement and the Permitted Liens.
No Transfers or Encumbrances. Except with the prior written consent of the other Shareholder or as otherwise expressly permitted by this Agreement, no Shareholder shall, directly or indirectly, (i) sell, assign, donate or otherwise transfer or dispose of, in any way or manner whatsoever, whether voluntarily or involuntarily, by operation of law or otherwise (collectively, “Transfer”), or (ii) pledge, mortgage, hypothecate or otherwise encumber, in any way or manner whatsoever, whether voluntarily or involuntarily, by operation of law or otherwise (collectively, as the context may require, “Encumber” or “Encumbrance”), the legal or beneficial ownership of, or economic benefits pertaining to, any of its Shares. Each certificate for any Shares now held or hereafter acquired by any Shareholder shall, for as long as this Agreement is effective, bear an appropriate legend regarding the Transfer restrictions applicable in respect of such Shares. tk-420278 * Confidential treatment requested
No Transfers or Encumbrances. To cause or permit no sale, conveyance, transfer, assignment or encumbering of the Project Facility or any interest therein without the prior approval of the Bank.
No Transfers or Encumbrances. Prior to the release of any Indemnity Shares by the Escrow Agent and delivery to Company Equity Participants pursuant to Section 9.3(a) of the Merger Agreement and in the case of Parent Preferred Stock prior to the redemption or conversion of the Parent Preferred Stock, Company Equity Participants may not sell, assign or otherwise transfer, nor place any Encumbrance on, any Deposited Shares or any beneficial interest therein, except: (i) in accordance with the Parent Preferred Stock terms; and (ii) transfers by operation of law or laws of descent and distribution. In the case of any permitted transfer, the transferee will be subject to all terms and provisions of this Agreement. Also, prior to the release of the Indemnity Shares by the Escrow Agent and delivery to each Company Equity Participant pursuant to Section 9.3(a) of the Merger Agreement and in the case of Parent Preferred Stock, prior to the redemption or conversion of the Parent Preferred Stock, no Deposited Shares nor any beneficial interest therein be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of a Company Equity Participant, except to satisfy such Company Equity Participants' obligations under Section 9.1 of the Merger Agreement. The Escrow Agent shall have no responsibility for determining or enforcing compliance with this paragraph, other than by retaining possession of the Deposited Shares.
No Transfers or Encumbrances. (a) Not to, without the prior approval of, (1) in the case of Transfers contemplated by clause (i) of this subsection, the Super-Majority Lenders, (2) in the case of Transfers contemplated by clauses (ii) and (iii) of this subsection, but only if such Transfers result in a Change in Control of any Member, the Majority Lenders, and (3) in the case of all other Transfers, Agent:
No Transfers or Encumbrances. Except as permitted by the Mortgage, to cause or permit no sale, conveyance, transfer, assignment or encumbering of the Property or any interest therein without the prior approval of Lender.
No Transfers or Encumbrances. Prior to the Release Date (or the release of the Escrow Shares, with respect to shares held with respect to pending Claims pursuant to Section 2.3(b) of this Agreement), Shareholders may not sell, assign or otherwise transfer, nor place any Encumbrance on, any Escrow Shares or any beneficial interest therein, except: (i) transfers made for estate planning purposes, and (ii) transfers by operation of law or laws of descent and distribution. In the case of any permitted transfer, the transferee will be subject to all terms and provisions of this Agreement. Also, prior to the Release Date (or the release of the Escrow Shares, with respect to shares held with respect to pending Claims pursuant to Section 2.3(b) of this Agreement), no Escrow Shares nor any beneficial interest therein shall be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of a Shareholder, except to satisfy such Shareholder's obligations under Article 12 of the Merger Agreement. The Escrow Agent shall have no responsibility for determining or enforcing compliance with this paragraph, other than by retaining possession of the Escrow Shares.
No Transfers or Encumbrances. Except as provided hereunder, for so long as Shares are held in Escrow hereunder (as hereinafter defined), the Escrow Depositors may not sell, assign or otherwise transfer, nor place any lien, mortgage, pledge, security interest, charge, encumbrance or other adverse claim or interest of any kind (“Encumbrance”) on, any such Escrow Shares or any beneficial interest therein, except: (i) transfers made for estate planning purposes; (ii) transfers by operation of law or laws of descent and distribution; and (iii) in connection with a tender offer for Parent Shares. In the case of any permitted transfer, the transferee will be subject to all terms and provisions of this Agreement. Subject to the terms of the Restricted Stock Agreements, the Stockholders Representative may direct the Escrow Agent to sell all or part of the Escrowed Shares; provided however, that all proceeds from such sale shall be held in accordance with the terms of this Agreement and treated in the same manner as the Escrowed Shares for the purpose of satisfying claims and release etc. Also, prior to the release of the Escrow Shares by the Escrow Agent and delivery to the Escrow Depositors pursuant to Section 2.4 hereof, no part of the Escrow Shares nor any beneficial interest therein be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of either Escrow Depositors, except to satisfy such Escrow Depositors’ obligations to Parent and/or the Merger Sub under Sections 1.6 and 1.7 and Articles VII and VIII of the Merger Agreement. The Escrow Agent shall have no responsibility for determining or enforcing compliance with this paragraph.
No Transfers or Encumbrances. To cause or permit no sale, conveyance, transfer, assignment or encumbering of the Property or any interest therein without the prior approval of Lender; provided, however, that transfers of limited partnership interests in Essex Hospitality Associates IV L.P. may be made without the prior approval of the Lender.
No Transfers or Encumbrances. Prior to the release of the Escrow ---------------------------- Shares by the Escrow Agent and delivery to each Stockholder pursuant to Section 2.3, Stockholders may not sell, assign or otherwise transfer, nor place any Encumbrance on, any Escrow Shares or any beneficial interest therein, except: (i) for entity stockholders, to limited partners or members of such Stockholders; (ii) transfers made for estate planning purposes; (iii) transfers by operation of law or laws of descent and distribution; and (iv) in connection with a tender offer for Acquirer's Series A Common Stock. In the case of any permitted transfer, the transferee will be subject to all terms and provisions of this Agreement. Also, prior to the release of the Escrow Shares by the Escrow Agent and delivery to each Stockholder pursuant to Section 2.3, no Escrow Shares nor any beneficial interest therein be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of a Stockholder, except to satisfy such Stockholder's obligations under Article 11 of the Plan. The Escrow Agent shall have no responsibility for determining or enforcing compliance with this paragraph, other than by retaining possession of the Escrow Shares.
