Transaction Void Sample Clauses

Transaction Void. Notwithstanding the foregoing, any attempt by the Prohibited Transferor to Transfer Shares in violation of Section 3.02 hereof shall be void and the Company agrees it will not honor such a Transfer.
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Transaction Void. If an Interest in Company that is covered by this Article 9 is purportedly sold, assigned, transferred, or otherwise disposed of in a transaction that is not in compliance with the requirements of this Article 9, such purported sale, assignment or transfer shall be void and have no force or effect.
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Transaction Void. If an interest in the Partnership (including an Offered Interest, a Shopped Interest, a Tag-Along Interest, or a Drag-Along Interest) that is covered by this Article X is purportedly sold, assigned, transferred, or otherwise disposed of in a transaction that is not in compliance with the requirements of this Article X, such purported sale, assignment or transfer shall be void and have no force or effect.
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Transaction Void. If an interest in the Partnership (including an Offered Interest, a Shopped Interest, a Tag-Along Interest, or a Drag-Along Interest) that is covered by this Section 11 is purportedly sold, assigned, transferred or otherwise disposed of in a transaction that is not in compliance with the requirements of this Section 11, such purported sale, assignment, transfer or other disposition shall be void and have no force or effect.
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Transaction Void. Any purported Transfer of Unit(s) or other Equity Security(ies) that violates or is otherwise not in accordance with Section 11.1 (a “Prohibited Transfer”) shall be null and void and of no force or effect whatsoever; provided, however, that, if the Company is required by law or order of a court of competent jurisdiction to recognize any Prohibited Transfer, then the Membership Interest that is Transferred (if any) shall be strictly limited to the transferor’s rights to allocations and distributions as provided by this Agreement with respect to the Transferred Membership Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Membership Interest may have to the Company. A transferee who acquires a Membership Interest by a Prohibited Transfer shall be subject to, and shall only have the rights set forth in, Section 11.7.
Sample 1
Transaction Void. Each of the Parties hereto do hereby covenant and agree that, as at the “Closing” (hereinafter defined), the Transaction and all transactions related thereto, and any agreements or documents related thereto, Parties be, and the same hereby is, terminated, cancelled and rescinded ab initio, and shall be of no further force or effect, as a result of which the Transaction shall be deemed not to have occurred (the “Rescission”).
Sample 1
Transaction Void. Each of the Parties hereto do hereby covenant and agree that, as at the “Closing” (hereinafter defined), the Purchase Agreement and all of the transactions contemplated thereby be, and the same hereby is, rescinded ab initio, and shall be of no further force or effect, as a result of which the Transaction shall be deemed not to have occurred (the “Rescission”). It is intended that the Rescission will place each of the Parties in the same respective position that each was in prior to the completion of the Transaction on June 29, 2017.
Sample 1
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Transaction Void. Each of the Parties hereto do hereby covenant and agree that, as at the “Closing” (hereinafter defined), the Purchase Agreement and all of the transactions contemplated thereby be, and the same hereby is, rescinded ab initio, and shall be of no further force or effect, as a result of which the Transaction shall be deemed not to have occurred, and, notwithstanding anything to the contrary in the Note, the Note is also hereby terminated and rescinded ab initio, and shall be of no further force or effect (collectively, the “Rescission”). It is intended that the Rescission will place each of the Parties in the same respective position that each was in prior to the completion of the Transaction on June 21, 2017.
Sample 1

Related to Transaction Void

  • Transaction (1) The present Settlement Agreement constitutes a transaction in accordance with Articles 2631 and following of the Civil Code of Quebec, and the Parties are hereby renouncing any errors of fact, of law and/or of calculation.

  • Merger Transaction Section 2.1

  • Consummation of Related Transactions Agent shall have received fully executed copies of the Related Transactions Documents, each of which shall be in form and substance reasonably satisfactory to Agent and its counsel. The Related Transactions shall have been consummated in accordance with the terms of the Related Transactions Documents.

  • Acquisition Transaction 7.2 (a) Agreement ........................

  • Consummation of the Transaction Each Party shall, and shall cause its respective Affiliates to, (i) make or cause to be made any filings to the extent required or requested of such Party or any of its Affiliates under any applicable Laws or by any Governmental Authority with competent jurisdiction with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (ii) reasonably cooperate with the other Parties and furnish all information in such Party’s possession that is necessary in connection with any other Party’s filings; (iii) use commercially reasonable efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant Governmental Authority with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable (including, with respect to Acquirors, by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to the transactions contemplated by this Agreement) that would present a material risk of delaying or making it more difficult to secure such Required Approvals); (iv) promptly inform the other Parties of (and, at any other Party’s reasonable request, supply to such other Party) any communication (or other correspondence, submission or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of any applicable filings; (v) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information that would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under any Laws for additional information, documents, submissions or other materials; (vi) use commercially reasonable efforts to respond to and resolve any objections as may be asserted by any Governmental Authority with respect to this Agreement and the other Transaction Documents; and (vii) use commercially reasonable efforts to contest and resist any Proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging this Agreement and the other Transaction Documents as violative of any Law. Notwithstanding anything to the contrary in this Section 6.2, materials and information provided to another Party or its outside counsel may be redacted, or to the extent reasonably necessary withheld entirely, (x) to remove references or other information concerning the valuation of the Subject Interests, (y) as necessary to comply with contractual arrangements (other than any contractual arrangements specifically entered into in order to avoid disclosure under this Section 6.2) and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Notwithstanding anything to the contrary in this Agreement, no Acquiror, nor any of the Equity Investors, nor any of their respective Affiliates or Subsidiaries (including, for the avoidance of doubt, any direct or indirect portfolio companies of investment funds advised or managed by an Equity Investor or its Affiliates) will be required to sell, license, divest of, hold separate or dispose of its or any of its Affiliates’ businesses, product lines or assets or any interest therein.

  • Sale Transaction Paragraph (a) of the definition of “Sale Transaction” is amended and restated as follows: “(a) A sale or other disposition by the Company of all or substantially all of its assets;”. The word “or” is inserted (i) after the end of Paragraph (a) of the definition of Sale Transaction and before the beginning of Paragraph (b) of the definition of Sale Transaction; and (ii) after the end of Paragraph (b) of the definition of Sale Transaction and before the beginning of Paragraph (c) of the definition of Sale Transaction. Paragraph (d) of the definition of Sale Transaction shall be deleted in its entirety.

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Negotiated Transaction The provisions of this Agreement were negotiated by the parties hereto, and this Agreement shall be deemed to have been drafted by all of the parties hereto.

  • Basic Transaction On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell to the Buyer, all of his Company Shares for the consideration specified below in this (S) 2.

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