Restrictions on Dispositions Clause Samples
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Restrictions on Dispositions. During the Standstill Period, Shareholder shall not, and shall cause its Controlled Affiliates not to, directly or indirectly (including, without limitation, through the disposition or transfer of control of another Person), sell, assign, donate, transfer, pledge, hypothecate, grant any option with respect to or otherwise dispose of any interest in (or enter into an agreement or understanding with respect to the foregoing) any Voting Securities (a "Disposition"), except as set forth below in this Section 4.1; provided, however, that the restrictions set forth in Sections 4.1 through 4.4 shall not apply to Shareholder if a Bankruptcy Event has occurred during the Standstill Period. Without limiting the generality of the foregoing, any sale of securities of Shareholder or any of its Controlled Affiliates which is currently (or following the passage of time, the occurrence of any event or the giving of notice), directly or indirectly, exchangeable or exercisable for, or convertible into, any Voting Securities shall constitute a Disposition of such Voting Securities.
(a) Dispositions may be made to a Controlled Affiliate of Shareholder; provided, that such Controlled Affiliate agrees in writing to be bound by this Agreement to the same extent as Shareholder.
(b) Dispositions of Voting Securities may be made pursuant to a bona fide public offering in a firm commitment or best efforts underwriting managed by a United States nationally recognized underwriter, effected in accordance with the registration rights provisions in Article 5 and which provides for a widely distributed public offering in accordance therewith (an "Underwritten Offering"); provided, that, prior to any such Disposition, Shareholder and its Controlled Affiliates shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be; provided, further, that such Dispositions shall not be made to any Person who or which, together with such Person's Affiliates and the members of any Group existing with respect to Voting Securities of which such Person is a part (any such Person and its Affiliates and Group members being collectively referred to herein as a "Purchasing Person"), would immediately thereafter, to the knowledge of Shareholder, any of its Controlled Affiliates, or the managing underwriter(s) beneficially own Voting Securities representing three and one-half percent (3.5%) or more of the Total Voting Power.
(c) Dispositions of Voting Securities may be made pu...
Restrictions on Dispositions. (a) Anything in this Agreement to the contrary notwithstanding, no issuance or Disposition of Interests otherwise permitted or required by this Agreement shall be made unless such issuance or Disposition is in compliance with U.S. and other federal and state securities laws, including the Securities Act and the rules and regulations thereunder, and the Partnership Act.
(b) Anything in this Agreement to the contrary notwithstanding, unless otherwise agreed to in writing by the General Partner, no Disposition of Interests otherwise permitted or required by this Agreement shall be effective unless and until any transferee who is not already a party to this Agreement (and such transferee’s spouse, if applicable) shall execute and deliver to the Partnership an Addendum Agreement in which such transferee (and such transferee’s spouse, if applicable) agrees to be bound by this Agreement and to observe and comply with this Agreement and with all obligations and restrictions imposed on the Partners hereby and thereby. Any Person who is not already a party to this Agreement and acquires Interests in accordance with the provisions of this Agreement shall be required to become a party to this Agreement by executing (together with such Person’s spouse, if applicable) an Addendum Agreement.
(c) Dispositions of Interests may only be made in strict compliance with all applicable terms of this Agreement, and any purported Disposition of Interests that does not so comply with all applicable provisions of this Agreement shall be null and void and of no force or effect, and the Partnership shall not recognize or be bound by any such purported Disposition and shall not effect any such purported Disposition on the transfer books of the Partnership or Capital Accounts of the Partners. The parties hereto agree that the restrictions contained in this Article IV are fair and reasonable and in the best interests of the Partnership and its Partners.
(d) All newly issued Interests shall only be issued to Persons who are or become party to this Agreement by execution of an Addendum Agreement.
(e) Dispositions made in accordance with this Agreement shall be effected by such documents and instruments as are necessary to comply with the Partnership Act and other applicable Cayman Islands Law, including the Addendum Agreement or such other form of instrument of transfer approved by the General Partner.
(f) Each of the Class A-1 Limited Partners agrees that any Disposition of Class A-1 Inte...
Restrictions on Dispositions. Shareholder agrees that, from and after the date of this Agreement and through the Effective Time, he or she will not take any action that will alter or affect in any way the right to vote the Shares, except (i) with the prior written consent of Bancorp or (ii) to change such right from that of a shared right of Shareholder to vote the Shares to a sole right of Shareholder to vote the Shares.
Restrictions on Dispositions. Shareholder hereby agrees that, without the prior written consent of Purchaser (except as may be specifically required by Order or applicable Law), Shareholder shall not, directly or indirectly, sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell, any Shares (collectively, “Transfer”) other than to its Affiliates, provided that as a condition to such Transfer, such Affiliate shall execute an agreement that is identical to this Agreement (except to reflect the change of the Shareholder).
Restrictions on Dispositions. Consummate any Disposition other than (i) any Disposition of any inventory or other Property Disposed of in the ordinary course of business (including allowing any registrations or any applications for registration of any immaterial Intellectual Property rights to lapse or go abandoned in the ordinary course of business and allowing any registrations or applications for registration of any Intellectual Property to expire at the end of its statutory term as adjusted), (ii) sales in the ordinary course of business of used, obsolete, surplus, uneconomic or worn out equipment or other Property not used or useful in the business of Parent and its Subsidiaries, (iii) any Disposition of any Property to the Borrower or any Subsidiary Guarantor, (iv) any Disposition of any Property (A) from a Loan Party to a Non-Guarantor Subsidiary of the Borrower or Parent, provided that the Disposition of such Property shall be deemed to constitute an Investment under Section 9.8, (B) from any Subsidiary of Parent (other than the Partnership Parks Entities) that is not a Loan Party to any other Subsidiary of Parent (other than the Partnership Parks Entities) that is not a Loan Party, or (C) from any Partnership Parks Entity to any other Partnership Parks Entity or Borrower of any Subsidiary hereof, (v) the sale (whether through a sale, swap or exchange) of any timeshare or fractional interest in any of the campground parks or any assets permitted under Section 9.5(e)(i), (vi) the sale of other Property having a fair market value not to exceed $40,000,000 in the aggregate for any fiscal year of Parent, (vii) the Dispositions of (A) real estate having a fair market value not to exceed $250,000,000 in the aggregate from and after the Closing Date, provided that (I) with respect to any Disposition as to which the fair market value of the related Property is in excess of $20,000,000, individually or in the aggregate with other Dispositions made substantially contemporaneously as part of the same transaction or series of transactions pursuant to this clause (vii), after giving effect to such Disposition and any required prepayment pursuant to Section 5.5(b), the Borrower shall be in compliance, on a Pro Forma Basis, with the applicable Financial CovenantsSection 9.1 as of the latest Measurement Period (or with respect to Section 9.2, as of such date) and (II) at least 75% of the consideration received in respect of such Disposition is cash or cash equivalents and (B) other property fo...
Restrictions on Dispositions. During the Standstill Period, each Shareholder shall not, and shall cause its Affiliates not to, directly or indirectly (including, without limitation, through the disposition or transfer of control of another Person), sell, assign, donate, transfer, pledge, hypothecate, grant any option with respect to or otherwise dispose of any interest in (or enter into an agreement or understanding with respect to the foregoing) any Voting Securities (a "Disposition"), except as set forth below in this Section 4.1. Without limiting the generality of the foregoing, any sale of securities held by any Shareholder or any of its Affiliates which is currently (or following the passage of time, the occurrence of any event or the giving of notice), directly or indirectly, exchangeable or exercisable for, or convertible into, any Voting Securities shall constitute a Disposition of such Voting Securities. Dispositions may be effected by a Shareholder during the Standstill Period as follows:
(a) No Dispositions of any nature of the shares of Common Stock acquired pursuant to the Exchange Agreement may be made prior to the first anniversary of the acquisition of shares of Common Stock pursuant to the Exchange Agreement, except pursuant to Sections 4.1(e) and 4.1(f). For avoidance of doubt, nothing in this Section 4.1(a) shall impose limitations on Dispositions of the TPG Group Block or the ▇▇▇▇▇▇▇ Block.
(b) As of the date of the acquisition of shares of Common Stock pursuant to the Exchange Agreement (the "Purchase Date"), with respect to the Shares and any other shares of Common Stock acquired in compliance with the Original Agreement, and after the first anniversary of the Purchase Date, with respect to the Conversion Shares, Dispositions of Voting Securities may be made at any time in compliance with the Registration Rights Agreement.
(c) As of the Purchase Date, with respect to the Shares and any other shares of Common Stock acquired in compliance with the Original Agreement, and after the first anniversary of the Purchase Date, with respect to all other Conversion Shares, Dispositions of Voting Securities may be made pursuant to sales effected in accordance with Rule 144 under the Securities Act (a "Rule 144 Sale"); provided that such Dispositions shall not be made to any Person who or which would immediately thereafter, to the knowledge of such Shareholder, any of its Affiliates, or such Shareholder's broker, beneficially own Voting Securities representing 9% or more of th...
Restrictions on Dispositions. The Warrants and the Warrant Shares have been registered under the Act pursuant to the Registration Statement; however, Prime Charter acknowledges that the Warrants and the Warrant Shares may not be transferred except pursuant to (i) a post-effective amendment to the Registration Statement, (ii) an effective registration statement under the Act or (iii) any available exemption from registration under the Act permitting such disposition of securities and upon delivery to the Company of an opinion of counsel, reasonably satisfactory to counsel for the Company, that such exemption from registration is available. Prime Charter agrees that the certificates representing the Warrants and Warrant Shares shall bear an appropriate restrictive legend to such effect.
Restrictions on Dispositions. (a) Neither the Borrower nor any of the Subsidiary Guarantors shall, issue, sell, transfer, lease, contribute or otherwise convey (including by way of merger), or grant options, warrants or other rights with respect to, any of its or their assets (including accounts receivable and Capital Stock) to any Person, except in connection with Cash Contributions to Capital; provided, however, that the Borrower and its Subsidiary Guarantors may (x) make dispositions in the ordinary course of its business, and (y) dispose of obsolete, worn out or surplus assets or assets no longer used or useful in its the business, so long as (A) such disposition does not materially and adversely affect the ability of the Borrower to own and operate the Property in accordance with the Loan Documents and (B) the net proceeds thereof, with respect to the property described in clause (y), are either used to fund other property of utility to the Borrower or, if such funds have not otherwise been used to fund replacement assets, are delivered to the Administrative Agent to be applied against the Loans in accordance with Section 3.1.2. Each disposition set forth in the proviso of this Section 7.2.9 shall constitute a “Permitted Asset Sale”.
(b) Notwithstanding anything to the contrary contained herein, the Borrower shall be permitted to transfer an approximately one (1) acre portion of the Property (the “Retail Parcel”) to a newly-formed and wholly-owned special purpose Subsidiary or Affiliate of the Borrower, whether in one or a series of transactions (such transaction or series of transactions, the “Permitted Retail Transaction”), subject to the satisfaction of each of the following conditions:
(i) the Borrower shall have delivered a copy of one or more resolutions or other authorizations of the Board of Directors of the Borrower certified by the Authorized Representative of such Board of Directors as being in full force and effect authorizing the Permitted Retail Transaction and the execution, delivery and performance of any and all Instruments, agreements and documents related thereto by the Borrower;
(ii) such transfer of the Retail Parcel shall be evidenced by a deed conveying such Retail Parcel for the purpose of having a retail mall constructed on the Retail Parcel (the “Retail Project”), which deed shall be in form and substance reasonably satisfactorily to the Administrative Agent and the Lenders;
(iii) the Borrower and the Administrative Agent shall have entered into an amendm...
Restrictions on Dispositions. The Stockholder hereby agrees that, without the prior written consent of Parent, the Stockholder shall not, directly or indirectly, sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell, any Shares (collectively, “Transfer”) other than to its Affiliates; provided that as a condition to such Transfer, such Affiliate shall execute an agreement that is identical to this Agreement (except to reflect the change of the Stockholder).
Restrictions on Dispositions. The Purchaser understands and agrees that the Shares have not been, and will not upon issuance be registered under the Securities Act, and each certificate or other document evidencing any of the Shares shall be endorsed with the legend in substantially the form set forth below, as well as any other legends required by applicable law. The Purchaser covenants that the Purchaser shall not transfer the Shares represented by any such certificate without complying with the restrictions on transfer described in the legends endorsed on such certificate and understands that the Company shall refuse to register any transfer of Shares not complying with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE ASSIGNED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, OR (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL OR SUCH OTHER EVIDENCE REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH TRANSFER