Transfers in Violation Void. Any attempted sale, transfer or other disposition in violation of this Agreement shall be null and void.
Transfers in Violation Void. Any transfer of any Shares in violation of the Buy-Sell Agreement shall be null and void ab initio, and the Company shall not give effect to any such transfer.
Transfers in Violation Void. Any purported Transfer by a Stockholder which is not permitted by the provisions of this Article II, or which is in violation of such provisions, shall be void and of no force and effect whatsoever.
Transfers in Violation Void. Any sale, transfer or assignment or attempted sale, transfer or assignment of Common Stock or Series Preferred by the Principal Shareholder (except as permitted by Section 4.2, including the exceptions in Section 4.2(e)) shall be void or voidable, and the Company agrees that it will not reissue any new stock certificates for those assigned in contravention of the terms of this Agreement.
Transfers in Violation Void. Any transfer or attempted transfer of Shares in violation of this Agreement shall be void.
Transfers in Violation Void. No Holder shall sell, donate, transfer or in any other manner dispose of any interests now or hereafter owned by such Holder unless (i) such sale, gift, transfer or other disposition shall be in accordance with the provisions of this Exhibit A, and (ii) the purchaser, transferee or donee of the voting trust interests agrees to be bound by the terms of the Voting Trust Agreement. Any sale, gift, transfer or other disposition not made in accordance with the provisions of this Exhibit A shall be null and void.
Transfers in Violation Void. Any sale, transfer, pledge, hypothecation, encumbrance, assignment or other disposition, or any attempt to do any of the foregoing, with respect to any Common Stock or Common Stock Equivalents by a Principal Stockholder (except as permitted by SECTION 1, including the exceptions in SECTION 1.6) shall be null and void, shall not be recorded on the books of or be recognized by the Company, and the Company agrees that it will not reissue any new stock certificates for those assigned in contravention of the terms of this Agreement.
2.1. If a Principal Stockholder should sell any Common Stock or Common Stock Equivalents in contravention of the co-sale rights of the Investors under this Agreement (a “ Prohibited Transfer”), the Holders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Principal Stockholders shall be bound by the applicable provisions of such option.
2.2. In the event of a Prohibited Transfer, each Investor shall have the right to sell to the Principal Stockholder the type and number of shares of Common Stock or Common Stock Equivalents equal to the number of shares each Investor would have been entitled to transfer to the Offeror under this Agreement hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions:
(a) The price per share at which the shares are to be sold to the Principal Stockholder shall be equal to the price per share paid by the third-party transferee(s) to the Principal Stockholder in the Prohibited Transfer. The Principal Stockholder shall also reimburse each Holder for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Investor’s rights under this SECTION 2.
(b) Within ninety (90) days after the date on which the Investor receives notice of the Prohibited Transfer, each Investor shall, if exercising the option created hereby, deliver to the Principal Stockholder a notice of such exercise.
(c) The Principal Stockholder shall, upon receipt of the notice referred to above, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified above, in cash or by other means acceptable to each subject Investor. Upon receipt thereof, each such Investor shall deliver to the Company the certificate or certificates representing sh...
Transfers in Violation Void. Any purported Transfer by a Shareholder that is not permitted by the provisions of this Article III, or which is in violation of such provisions, shall be void and of no force and effect whatsoever.
Transfers in Violation Void. Any Sale by JQH or any JQH Entity of any JQH Subject Hotel in violation of the terms and provisions of this Agreement shall be void and of no force or effect.
Transfers in Violation Void. Any Sale by LP or II LP of any Newco Subject Hotel in violation of the terms and provisions of this Agreement shall be void and of no force or effect.
