Common use of Improper Sale or Encumbrance Clause in Contracts

Improper Sale or Encumbrance. Any attempt not in compliance with this Agreement to make any Sale of, or create, incur or assume any Encumbrance with respect to, any Shares shall be null and void and of no force and effect, the purported transferee shall have no rights or privileges in or with respect to the Company, and the Company shall not give any effect in the Company’s register of members or register of mortgages and charges to such attempted Sale or Encumbrance. Furthermore, the Shareholder and the other parties engaging or attempting to engage in such Sale shall indemnify and hold harmless the Company and each of the other Shareholders from all Losses that such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers’ fees and expenses) in enforcing the provisions of this Agreement.

Appears in 4 contracts

Samples: Amended and Restated Shareholders Agreement (Zhou Hongyi), Shareholders Agreement (FountainVest China Capital Partners GP3 Ltd.), Shareholders Agreement (FountainVest China Capital Partners GP3 Ltd.)

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Improper Sale or Encumbrance. Any attempt not in compliance with this Agreement to make any Sale of, or create, incur or assume any Encumbrance with respect to, any Shares securities of the Company shall be null and void and of no force and effect, the purported transferee shall have no rights or privileges in or with respect to the Company, and the Company shall not give any effect in the Company’s register of members or register of mortgages and charges 's stock records to such attempted Sale or Encumbrance. Furthermore, the Shareholder Stockholder and the other parties engaging or attempting to engage in such Sale shall indemnify and hold harmless the Company and each of the other Shareholders Stockholders from all Losses that such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' fees and expenses) in enforcing the provisions of this Agreement.

Appears in 3 contracts

Samples: Stockholders' Agreement (Corvu Corp), Stockholders' Agreement (Corvu Corp), Stockholders' Agreement (Corvu Corp)

Improper Sale or Encumbrance. Any attempt not in compliance with this Agreement to make any Sale of, or create, incur or assume any Encumbrance with respect to, any Shares shares of Common Stock shall be null and void and of no force and effect, the purported transferee shall have no rights or privileges in or with respect to the Company, and the Company shall not give any effect in the Company’s register of members or register of mortgages and charges stock records to such attempted Sale or Encumbrance. Furthermore, the Shareholder HSW or XXX XXXX, as applicable, and the other parties engaging or attempting to engage in such Sale or Encumbrance shall indemnify and hold harmless the Company and each of the other Shareholders Stockholder from all Losses losses that such indemnified Persons the Company and the other Stockholder may incur (including, without limitation, incremental tax liability and lawyers’ fees and expenses) in enforcing the provisions of this Agreement.

Appears in 2 contracts

Samples: Stockholders Agreement (Intac International Inc), Stockholders Agreement (Intac International Inc)

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Improper Sale or Encumbrance. Any attempt not in compliance with this Agreement to make any Sale of, or create, incur or assume any Encumbrance with respect to, any Shares Ordinary Share shall be null and void and of no force and effect, the purported transferee shall have no rights or privileges in or with respect to the Company, and the Company shall not give any effect in the Company’s register of members or register of mortgages and charges stock records to such attempted Sale or Encumbrance. Furthermore, the Shareholder and the other parties engaging or attempting to engage in such Sale shall indemnify and hold harmless the Company and each of the other Shareholders from all Losses that such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers’ fees and expenses) in enforcing the provisions of this Agreement.

Appears in 1 contract

Samples: Shareholders’ Agreement (China Medical Technologies, Inc.)

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