Rescission of Transaction Sample Clauses

Rescission of Transaction. The Parties hereby rescind all agreements entered into in connection with the Transaction and the SPA. This rescission and termination includes, but is not limited to, the following agreements and related documents (collectively the "Transaction Documents"):
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Rescission of Transaction. The Parties hereby rescind all agreements entered into in connection with the Transaction and the Sales Agreement, including all schedules attached thereto. Accordingly, Agaani shall return the assets, liabilities and obligations to DubLi in the state they were in immediately prior to the Transaction as if the Transaction never occurred, and the licenses granted by the Sales Agreement shall be cancelled.
Sample 1
Rescission of Transaction. (a) The Exchange Agreement, in its entirety, is hereby unequivocally rescinded, abrogated, cancelled, void in its inception and of no force or effect whatsoever, and the Parties shall be returned to their positions prior to the Exchange Agreement and Exchange. Upon completion of the deliveries set forth in Section 1.2 below and except as set forth herein, the obligations of all Parties shall be terminated and the Exchange and the transactions contemplated thereby unwound and voided as if the Exchange Agreement was never entered into and the Exchange never occurred. All agreements entered into, as contemplated by the Exchange Agreement, are terminated effective ab initio.
Sample 1
Rescission of Transaction. In the event the Closing occurs prior to the Automatic Termination Date but API has not received the Operating Permits on or before the Automatic Termination Date, the Buyer may elect to rescind its purchase of the API Shares by giving written notice to the Seller at any time from the Automatic Termination Date until 5:00 p.m. (Denver time) on January 15, 1997. In the event of such rescission: (i) the Buyer will forthwith transfer the API Shares to the Seller; and (ii) the Seller will forthwith (a) return to the Buyer for cancellation any Common Shares issued to the Seller hereunder and (b) pay the Buyer an amount equal to the aggregate of all cash payments theretofore made to the Seller hereunder, together with simple interest calculated at the rate of 10% per annum. Subject to the foregoing, all rights and obligations of the Parties hereunder shall terminate upon such rescission without any liability of either Party to the other Party except for any liability of any Party then in breach; provided, however, that confidentiality provisions of paragraph 12 shall survive such rescission on the same basis as would apply if this Agreement had been terminated prior to the Closing.
Sample 1
Rescission of Transaction. If, as of the Valuation Date, the average ------------------------- weekly volumes for the four-week period immediately prior to the Valuation Date of the EMB Common Stock on a national securities exchange, the NASDAQ Stock Market or the OTC Bulletin Board does not equal or exceed 25,000 shares, or if, at any time prior to the Valuation Date, (a) Registration Statement on Form SB-2 has not been approved by the SEC or withdrawn by EMB, or (b) EMB is not current in its annual and quarterly filings with the SEC, or (c) the EMB Common Stock is not listed on a national exchange, the NASDAQ Stock Market or OTC Bulletin Board, or (d) then pending lawsuits against EMB or regulatory investigations of EMB does not allow for an orderly growth of AMRES, then SELLING SHAREHOLDER may, in good faith, and at his option, tender to EMB for cancellation the shares of EMB delivered to SELLING SHAREHOLDER at the Closing Date and may elect to receive, in lieu of any additional shares of EMB Common Stock to which he may be entitled pursuant to the immediately preceding paragraph, all of the shares of Capital Stock of AMRES which were transferred to EMB by SELLING SHAREHOLDER as of the Closing Date and which, as of the Valuation Date, shall constitute one hundred percent of the issued and outstanding Capital Stock. If, at any time prior to the Valuation Date, AMRES, operating as a subsidiary of EMB, shall incur net operating losses (which are not capitalized) in excess of $100,000 per month for any three of the preceding six months, then EMB may, in good faith, and at its option, rescind this Agreement with the tender to EMB of the shares of Capital Stock of AMRES which were transferred to EMB by SELLING SHAREHOLDER as of the Closing Date in exchange for SELLING SHAREHOLDER tendering to EMB all of the Common Stock of EMB issued to SELLING SHAREHOLDER as of the Closing Date. In additional, any unexercised options to purchase EMB Common Stock held by SELLING SHAREHOLDER shall be returned by SELLING SHAREHOLDER to EMB for cancellation.
Sample 1

Related to Rescission of Transaction

  • Limitation of Transactions So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures (other than (i) payments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iv) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (v) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

  • Effect of Transaction (i) The execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee.

  • Execution of Transactions (a) In executing transactions for the Assets, selecting brokers or dealers and negotiating any brokerage commission rates, the Sub-Adviser will use its best efforts to seek the best overall terms available. In assessing the best overall terms available for any portfolio transaction, the Sub-Adviser will consider all factors it deems relevant including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction and for transactions executed through the broker or dealer in the aggregate. In selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, to the extent that the execution and price offered by more than one broker or dealer are comparable the Sub-Adviser may consider any brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Sub-Adviser or to CSAM for use on behalf of the Fund or other clients of the Sub-Adviser or CSAM.

  • Description of Transaction 1.1 Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

  • Consummation of Transaction Each of the parties hereto hereby agrees to use its best efforts to cause all conditions precedent to his or its obligations (and to the obligations of the other parties hereto to consummate the transactions contemplated hereby) to be satisfied, including, but not limited to, using all reasonable efforts to obtain all required (if so required by this Agreement) consents, waivers, amendments, modifications, approvals, authorizations, novations and licenses; provided, however, that nothing herein contained shall be deemed to modify any of the absolute obligations imposed upon any of the parties hereto under this Agreement or any agreement executed and delivered pursuant hereto.

  • Authorization of Transaction The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

  • Consummation of Transactions Each party shall use all commercially ---------------------------- reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable law to carry out all of their respective obligations under this Agreement and to consummate the Transactions, which efforts shall include, without limitation, the following:

  • Effect of Transactions Neither the execution of this Agreement nor the approval or consummation of the Transactions (whether alone or together with any other event (such as a termination of employment)) will: (i) result in any payment or benefit becoming due to any Service Provider under any MAMP Benefit Plan or MAMP Service Agreement; (ii) increase benefits otherwise payable or due under any MAMP Benefit Plan or MAMP Service Agreement or require the funding of any amounts under any MAMP Benefit Plan or MAMP Service Agreement; or (iii) result in any acceleration of the time of payment or vesting of any such benefits to any material extent.

  • Authorization of Transactions The Company is a corporation duly authorized and in good standing in the State of Florida and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of the Company. The Transaction Documents to which the Company is a party have been duly and validly executed and delivered by The Company. Each Transaction Document to which the Company is a party constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

  • Effectuation of Transactions Each of the representations and warranties contained in this Agreement (and all corresponding definitions) is made after giving effect to the Transactions, unless the context otherwise requires.

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