Restrictions on Disposals Sample Clauses

Restrictions on Disposals. The Chargor shall not at any time during the Security Period enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any Secured Assets.

Restrictions on Disposals. (a) (Restriction on Encumbrances) No Security Provider will create, purport or attempt to create or permit to exist, any Encumbrance however ranking over any of its assets (including any Security Property). (b) (Transactions similar to security) No Security Provider will: (i) sell or otherwise Dispose of any of its assets on terms which permit or require those assets to be leased to or re-acquired by any Group Member; (ii) sell or otherwise Dispose of any of its receivables on recourse terms or securitise its receivables; or (iii) purchase any asset on terms providing for a retention of title by the vendor or on conditional sale terms or on terms having a similar substantive effect. (c) (Disposals) No Security Provider will enter into or make any Disposal of: (i) any shares in any Group Member; or (ii) any other part of its respective assets or undertaking, unless the Disposal is a Permitted Disposal. (iii) The Lender will release from the Securities any asset Disposed of as permitted by this clause 15.6(c). (d) (Permitted Encumbrances) Clauses 15.6(a), 15.6(b) and 15.6(c) do not apply to Permitted Encumbrances.

Restrictions on Disposals it will not dispose of, or otherwise deal with, the Silver Note Collateral or any part thereof without the consent of the Silver Security Agent, and, so far as it is within its power and control to do so, shall at all times comply with any direction given by the Silver Security Agent (consistently with the Silver Transaction Documents) in relation to the Silver Note Collateral;

Restrictions on Disposals. The parties hereby agree that no person (other than an existing Holder) shall acquire any interest in any Holders’ Shares or New Shares (and the Company shall not be obliged to register any transfer of any Holders’ Shares or New Shares or any interest therein by any Holder) by way of a Private Transfer unless such person has (i) entered into a deed of adherence in a form reasonably acceptable to the Company agreeing to be bound by this Agreement and (ii) provided to the Company a duly executed Proxy covering the total number of Holders’ Shares and New Shares in respect of which such person is to acquire an interest.

Restrictions on Disposals it will not dispose of, or otherwise deal with, the US Master Purchaser Collateral or any part thereof without the consent of the Security Agent, except in accordance with the provisions of this Agreement, the ▇▇▇▇▇▇▇▇ US Note Conditions or any other Transaction Document to which it is a party and, so far as it is within its power and control to do so, shall at all times comply with any direction given by the Security Agent (consistently with the Transaction Documents) in relation to the US Master Purchaser Collateral; Back to Contents

Restrictions on Disposals. No Disposal of any Share or any legal or beneficial interest in a Share shall be permitted except a transfer of the legal or beneficial interest in the Share which is permitted by the other terms of this agreement.

Restrictions on Disposals. Without prejudice to Clause 7.3 (restrictions on dealing with Bank Accounts), the Chargor covenants that it shall, not nor shall it agree or purport to, sell, discount, factor, transfer, lease, lend or otherwise dispose of, whether by means of one or a number of transactions related or not and whether at one time or over a period of time, the whole or any part of its undertaking or assets.

Restrictions on Disposals. Except as provided for in the Business Combination Agreement or with the prior written approval of the Company and Freyr, the Shareholder hereby agrees that, from the date hereof until the Expiration Time, the Shareholder shall not, directly or indirectly: (a) redeem any Subject Shares; (b) Transfer, either voluntarily or involuntarily, or enter into any contract, option or other arrangement or understanding with respect to the Transfer of any Subject Shares, including, without limitation, pursuant to any Derivative Transaction; provided that the Shareholder may Transfer any Subject Shares to (i) an affiliate of Shareholder, (ii) if Shareholder is a natural person, to a member of Shareholder’s immediate family, or (iii) to any trust, the beneficiaries of which include only the persons named in the preceding clause (ii), to the extent that any such person under clause (i), (ii) or (iii) agrees in writing to be bound by and subject to the terms of this Agreement in connection with such Transfer as a Shareholder hereunder; provided further that Shareholder shall provide the Company and FREYR notice of any such Transfer prior to effecting such Transfer; provided, further that if the price of the Subject Shares (as may be adjusted for any stock split, stock dividend or other changes in the Subject Shares) is equal to or greater than $20 per share following the execution of the Business Combination Agreement, then, for so long as the trading price of such Subject Shares exceeds $20 per share, the Shareholder may Transfer such Subject Shares to a third party; provided further that in the event any such Transfer results in the Shareholder (together with its respective Affiliates) holding less than 5% of the voting equity securities of the Company, Shareholder shall be released from the obligations set forth under clause 2 hereunder (while, for clarity, continuing to be bound by the other rights and obligations set forth in this agreement); (c) deposit any Subject Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this agreement; (d) convert or exchange, or take any action which would result in the conversion or exchange, of any Subject Shares; or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a) to (d).

Restrictions on Disposals. 17.1 Purpose of this clause (a) the purpose of this clause 17 is to: (i) maintain the closely held nature of the Company by restricting the way in which Security Holders may Dispose of their Securities and giving Security Holders an opportunity to buy any Securities offered for sale before those Securities are offered to any third party; and (ii) subject to the terms of this Agreement, try to ensure that the equity holding and voting interests held by the ECX Group and the Adani group in the Company is 50:50 up to the expiry of the Initial Lock-up Period.‌ (b) the Security Holders and its Affiliates must not enter into any arrangement, structuring device or other transaction which is designed, directly or indirectly, to avoid the provisions of this clause 17 or is otherwise inconsistent with the purpose of this clause 17. It is clarified that any indirect transfer of Securities in the Company will have to comply with this clause 17, provided that this clause 17 shall not apply to: (i) any transfer that results in a Change of Management Control of a Founding Shareholder, any transfer or change in shareholding of ECX Inc. or any of its direct or indirect shareholders or any transfer or change in shareholding of Adani that does not result in a Change of Management Control of Adani; and‌ (ii) any transfer of Securities by Adani or ECX to any intermediate Affiliate who holds any Securities in the Company, so long as such intermediate Affiliate continues to remain an Affiliate of Adani and/or ECX, as the case may be, and each of the Founding Shareholders continues to remain responsible and liable for all obligations of its respective Affiliates, and, to the extent reasonably requested by the non- transferring Founding Shareholder, executes suitable guarantees in favour of the other Parties to this Agreement guaranteeing the obligations of such intermediate Affiliate. (c) Any Security Holder making a purported Disposal of Securities to a purchaser undertakes to Dispose concomitantly to the same purchaser the equivalent proportion of any other Securities as well as any instruments or Shareholder Loans held by it and its Affiliates, if any, in the Company.