Reversing Transactions Clause Samples
The Reversing Transactions clause establishes the conditions and procedures under which previously completed transactions can be undone or reversed. Typically, this clause applies in situations where errors, fraud, or unauthorized actions are discovered after a transaction has been processed, allowing the affected party to restore the original state of accounts or assets. Its core practical function is to provide a clear mechanism for correcting mistakes or addressing wrongful transactions, thereby protecting parties from unintended financial consequences.
POPULAR SAMPLE Copied 1 times
Reversing Transactions. Intermediary shall not from the time of closing forward, entertain requests from Company or Investor(s) individually to "Reverse" the transactions by returning or exchanging monies for purchased securities. Intermediary shall only entertain formally submitted Breakup Agreements as per Article 2.7.
Reversing Transactions. For avoidance of doubt, the payment and subsequent deposit of the Senior Purchase Price into the Company Cash Account shall not be reversible under any circumstances not listed in Section 2.1.7.3. The Company is the sole Party that may receive the Senior Purchase Price disbursements once the Senior Purchase Price has been deposited into the Company Cash Account. The Series E Conversion mechanics and various terms and conditions of this Agreement and the Subscription Agreement cumulatively set forth and enforce limitations on the rate of the release of the Senior Purchase Price to the Company depending on the (i) valuation and (ii) demand for the Company’s Common Stock. Plainly stated, the Breakouts have been structured with a view towards incentivising the Company to build shareholder value to the targeted Breakout Prices on the targeted time frames set forth in Table 1 of Exhibit A hereof. In the event and to the extent that the Company is unable to build value to the targeted Breakout Prices on the targeted time frames, the Company will incur additional dilution at the Series E Conversion Rate for the same Senior Purchase Price paid by the Senior Investors; and, in the event that the demand and volume for the Common Stock are insufficient to justify release of the Scheduled Breakout as shown in and according to the terms provided for in Section A.2.2 of Exhibit A hereof, then the release of the Senior Purchase Price scheduled for any such Breakout shall be reduced on a pro rated basis to be equal to no more than the “Trailing Volume”1 times the then-current Market Price (the “Available Breakout”).2 Any such reduction, or the difference between the Scheduled Breakout and the Available Breakout, shall be subject to release from the Draw Account as provided for in Section A.2.4 of Exhibit A hereof.