Improper Transfer or Encumbrance Clause Samples
The Improper Transfer or Encumbrance clause prohibits a party from transferring their rights or interests under the agreement, or placing any legal burdens such as liens or mortgages on those rights, without prior consent. In practice, this means that a party cannot sell, assign, or use their contractual interests as collateral for a loan unless the other party agrees in writing. This clause is essential for maintaining control over who holds rights or obligations under the contract and prevents unexpected changes or complications that could arise from unauthorized transfers or encumbrances.
Improper Transfer or Encumbrance. For so long as Section 3.01(b) is applicable to the Investors, to the extent any Investor proposes to Transfer or shall be deemed to Transfer any Equity Securities of Parent that would represent more than $2,000,000 in a single transaction or series of related transactions, such Investor shall, unless such Transfer is (A) effected pursuant to a “10b5-1 Plan” or similar blinded, discretionary plan not controlled by such Investor (provided, in each such case, Investor has provided notice to Parent that it has entered into such plan and of the maximum amount of Equity Securities subject to such plan and instructed pursuant to such plan that such Equity Securities should be Transferred in a manner consistent with the restrictions in Section 3.01) or (B) permitted under Section 3.02, prior to the consummation of such Transfer or deemed Transfer, deliver notice thereof to Parent stating the maximum number of Equity Securities of Parent to be Transferred, the identity of the transferee (if known) and the manner of Transfer. Any attempt not in compliance with this Agreement to make any Transfer of or with respect to any Equity Securities of Parent 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 Parent, and Parent shall not give any effect in Parent’s stock records to such attempted Transfer.
Improper Transfer or Encumbrance. Any attempt to make any Transfer of, or create, incur or assume any Encumbrance with respect to, any ▇▇▇▇▇ Limited Shares not in compliance with this Agreement shall be null and void and of no force and effect, and ▇▇▇▇▇ Limited shall not give any effect in its share transfer records to such attempted Transfer or Encumbrance.
Improper Transfer or Encumbrance. (a) Any attempt to make any Transfer of all or any portion of a Member’s Units not in compliance with this Agreement 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 records to such attempted Transfer.
(b) In the case of a Transfer or attempted Transfer of any Units that do not comply with the express provisions of this Agreement, the Members engaging or attempting to engage in such Transfer shall indemnify and hold harmless the Company and each of the other Members from all Losses that the Company or such other Members may incur (including, without limitation, incremental tax liability and attorneys’ fees and expenses) in enforcing the provisions of this Agreement, in all cases, after a judgement by a court of competent jurisdiction.
Improper Transfer or Encumbrance. Any attempt not in compliance with this Agreement to make any Transfer of, or create, incur or assume any Encumbrance with respect to, any Membership Units 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 records to such attempted Transfer or Encumbrance.
Improper Transfer or Encumbrance. (a) To the extent any Investor proposes to Transfer or shall be deemed to Transfer any Equity Securities of the Company, such Investor shall, prior to the consummation of such Transfer or deemed Transfer, deliver notice thereof to the Company stating the number of Equity Securities of the Company to be Transferred, the identity of the transferee (if known) and the manner of Transfer.
(b) Any attempt not in compliance with this Agreement to make any Transfer of or with respect to any Equity 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 stock records to such attempted Transfer.
Improper Transfer or Encumbrance. Any attempt not in compliance with this Agreement to make any Transfer of, or create, incur or assume any Encumbrance with respect to, or any entry into any swap, hedge, forward contract, credit default swap, or any other agreement, transaction or series of transactions that ▇▇▇▇▇▇, any Covered Securities 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 stock records to such attempted Transfer, Encumbrance or hedge.
Improper Transfer or Encumbrance. Any Transfer or attempted Transfer in violation of this Article 5 shall be null and void ab initio and the Corporation (x) shall not register or effect such Transfer, (y) may institute legal proceedings to force rescission of such Transfer and (z) may seek any other remedy available to it at law, in equity or otherwise, including an injunction prohibiting such Transfer. Each Stockholder consents to the Corporation making a notation in its records and giving instructions to any transfer agent of Shares in order to implement the restrictions set forth in this Article 5. In the case of a Transfer or attempted Transfer by a Stockholder of any Shares in the Corporation contrary to the provisions of this Agreement, such Stockholder engaging or attempting to engage in such Transfer will indemnify and hold harmless the Corporation and each of the other Stockholders from all losses that such indemnified Persons may incur (including incremental tax liability and lawyers’ fees and expenses) in enforcing the provisions of this Agreement.
Improper Transfer or Encumbrance. Notwithstanding anything herein to the contrary, any attempt not in compliance with this Agreement to make any Transfer of, or create, incur or assume any direct Encumbrance with respect to, any Shares shall be, to the extent permitted under applicable Law, considered 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 records to such attempted Transfer or Encumbrance. Further, the parties engaging or attempting to engage in such Transfer shall be obliged to undo such Transfer (to the extent executed) and indemnify and hold harmless the Company and the other Shareholder(s) from all Losses that such indemnified Persons may incur (including incremental Tax liability and attorney fees and expenses) in enforcing the provisions of this Agreement related thereto.
Improper Transfer or Encumbrance. Any attempt not in compliance with this Agreement to make any Transfer of or with respect to record or beneficial ownership of any Equity Securities of the Company shall, to the fullest extent permitted by applicable Law, 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 stock ledger or register or any register of members to such attempted Transfer.