Transfers in Violation. The Company will not be required to (a) transfer on its books any Shares that have been sold. or transferred in violation of any of the provisions set forth in this Agreement,. or (b) treat as owner of such Shares, or accord the right to vote as such owner, or pay dividends to any transferee to whom such Shares are purported to have been so transferred.
Transfers in Violation. No Transfer of Membership Interests, or any part thereof, that is in violation of this Article 11, shall be valid or effective against, or shall bind, the Company, and neither the Company nor the Members shall recognize the same for the purpose of making allocations, distributions or other payments pursuant to this Agreement with respect to such Membership Interests or part thereof. Neither the Company nor the non-transferring Members shall incur any liability as a result of refusing to make any such distributions to the transferee of any such invalid Transfer, or any other Person, and no such purported transferee shall have any right to receive allocations or payments of any Profits or Losses or distributions. In addition, notwithstanding any other provision of this Agreement to the contrary, (i) any Transfer, as a whole or in part, of Membership Interests shall be prohibited if, in the reasonable opinion of the Managing Member such Transfer poses a material risk that the Company would be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the Treasury Regulations promulgated thereunder; and (ii) a Member may not Transfer all or any part of such Person’s Membership Interests if such Transfer would jeopardize the status of the Company as a partnership for federal income tax purposes or would violate any provision of Federal or state securities or blue sky laws or breach the conditions to any exemption from registration of the Membership Interests under any such laws or breach any undertaking or agreement of a Member entered into pursuant to such laws or in connection with obtaining an exemption thereunder.
Transfers in Violation. Any sale, assignment, transfer, pledge, hypothecation, mortgage or disposition of the Note, by gift or otherwise, that is in violation of any provision of this Agreement shall be void and of no effect whatsoever, and shall not be recognized by the Company as transferring any interest in the Note.
Transfers in Violation. Any Transfer or attempted Transfer of shares of New Holdco Stock in violation of this Section 4.1 shall, to the fullest extent permitted by Law, be null and void ab initio.
Transfers in Violation. Any attempted Transfer of any shares of Common Stock in violation of the provisions of this Agreement shall be null and void, and the Company shall not in any way give effect to any such impermissible Transfer.
Transfers in Violation. Any attempted Transfer of Units by any Member, other than in strict accordance with this Article IX, shall be null and void ab initio and the purported transferee shall have no rights as a Member or Assignee hereunder. No Member shall intentionally avoid the provisions of this Agreement by making one or more Transfers to one or more Permitted Transferees and then disposing of all or any portion of such party’s interest in any such Permitted Transferee, and any such Transfer or attempted Transfer in violation of this covenant shall be null and void ab initio.
Transfers in Violation. Any purported Transfer of any UI Assets or any interest therein, in whole or in part, in violation of this Paragraph H shall constitute a Transaction Event of Default. For purposes of clarification, nothing in this Agreement shall affect the validity or enforceability of a Change of Control of Parent and/or UI.
Transfers in Violation. Any attempted Transfer of Units that does not comply with the provisions of this Section 29 or of Section 30 shall not be recognized by the Company, shall be null and void and shall not bind the Company or any Member.
Transfers in Violation. Any Transfer or attempted Transfer of Lock-Up Shares in violation of this Agreement shall, to the fullest extent permitted by law be null and void ab initio), and Parent shall not, and shall instruct its transfer agent and other third parties not to, record or recognize any such purported transaction on the share register of Parent,
Transfers in Violation. Any sale, assignment, transfer, pledge, hypothecation, mortgage or disposition of any Shares or other securities of the Corporation issued in respect thereof, by gift or otherwise, in violation of any provision of this Agreement shall be void and of no effect and shall not be recognized by the Corporation as transferring any interest in any of such shares. In the case of any such violation, the Corporation shall have the right to issue an oral or written order to the Corporation's transfer agent (if any) not to transfer the Shares.
