Common use of Restrictions on Dealings With Securities Clause in Contracts

Restrictions on Dealings With Securities. 4.1 Save as provided for under the Default Governance Provisions or as otherwise required or expressly permitted pursuant to the provisions of the Transaction Documents, from the date of this Agreement, no Shareholder may, directly or indirectly, sell, assign, transfer, offer, grant a participation in, mortgage, pledge, hypothecate, create a security interest in or lien upon, encumber, donate, contribute, place in trust, enter into any voting agreement in respect of, or otherwise dispose of or create or allow to be created an Encumbrance over (collectively, “Transfer”) any of its Shares or the legal or beneficial interest therein without the consent of all Parties. 4.2 Notwithstanding any other provision of this Agreement, no Transfer of any Shares may be made by any Shareholder to a Prohibited Person. 4.3 In the event of any Transfer in accordance with this Clause 4, each relevant Party undertakes to take such actions and do such things as may be necessary to complete such Transfer in accordance with applicable legal requirements. To the extent that any Transfer contemplated or permitted in this Clause 4 requires the approval of any of the Parties pursuant to any law, or any provisions of the Articles or other constitutional documents, each of the relevant Parties shall, forthwith upon request, and to the extent that it is able to do so, provide, or procure the provision of, the necessary consent and shall sign or vote (or procure such signature or vote) in favour of any shareholder resolutions in connection therewith.

Appears in 2 contracts

Sources: Governance and Shareholders Agreement (Central European Distribution Corp), Governance and Shareholders Agreement (Central European Distribution Corp)