Transfers Void. Any purported transfer of Shares by Employee that violates any provision of this Agreement shall be wholly void and ineffectual and shall give to the Company or its designee the right to purchase from Employee all but not less than all of the Shares then owned by Employee for a period of 90 days from the date the Company first learns of the purported transfer at the Agreement Price and on the Agreement Terms (as those terms are defined in Sections 3.11 and 3.12, respectively, of this Article 3). If the Shares are not purchased by the Company or its designee, the purported transfer thereof shall remain void and ineffectual and they shall continue to be subject to this Agreement. The Company shall not cause or permit the transfer of any Shares to be made on its books except in accordance with the terms hereof.
Transfers Void. Any sale or transfer, or purported sale or transfer, of any unvested Restricted Shares acquired pursuant to this Agreement or any interest therein other than to the Company shall be null and void.
Transfers Void. No Member may sell, convey, assign, pledge, hypothecate, transfer or otherwise dispose of or encumber any LLC Interests or any part thereof or interest therein, either directly or indirectly (any of the foregoing, a “Transfer”), and no purported Transferee will be registered as a holder of any such Equity Securities (or any economic interest therein) or admitted as a Substituted Member; provided that, with the prior written consent of the Company, which may be granted or withheld in the Manager’s sole discretion, a Member may assign its Shares so long as all Shares issued in connection with the Contribution of any item of Member Data are assigned as a block. Subject to Section 8.2, any purported Transfer which is attempted to be made without strict compliance with the foregoing requirements shall be null and void ab initio and without any force or effect. Unless expressly provided otherwise by the Manager in its written consent to a proposed Transfer under this Section 8.1, such Transfer shall be subject to the other applicable provisions of this Article 8.
Transfers Void. The Investor agrees that it may not sell, give, transfer, assign or otherwise dispose of its Note or Warrant, except as expressly permitted by Section 3.2 hereof. Any purported sale, gift, transfer, assignment or other disposition, or pledge of or grant of security interest in, any Note or Warrant in violation of this Article III shall be null and void.
Transfers Void. Any Transfer by Tenant or other party in contravention of this Article shall be void and of no effect.
Transfers Void. Any attempted Section 4 Shares Transfer by the Section 4 Stockholders in violation of the terms of this Section 4 shall be ineffective to vest in any transferee any interest held by the Transferring Stockholder in the Section 4 Shares. Without limiting the foregoing, any purported Section 4 Shares Transfer in violation hereof shall be ineffective as against the Investor Stockholders and the Corporation, and the Corporation and the Investor Stockholders shall have a continuing right and option (but not an obligation), until the restrictions contained in this Section 4 terminate, to purchase the shares purported to be transferred by the Transferring Stockholders for a price and on terms the same as those at which the purported Section 4 Shares Transfer was effected.
Transfers Void. Any attempted transfer of a Member’s Interest in the Company in violation of this Agreement shall be void and of no force or effect. The purported transferee shall have no right to participate in the management of the business and affairs of the Company or to become a Member, or to receive distributions from the Company, or any other rights whatsoever. The Member attempting such transfer shall remain a Member.
Transfers Void. Any attempted Transfer in violation of the terms of this Section 3 shall be ineffective to vest in any transferee any interest held by the Transferring Stockholder in the Sale Shares. Without limiting the foregoing, any purported Shares Transfer in violation hereof shall be ineffective as against the Corporation and the Founders, and the Series D Investors, if appropriate, and the Corporation and the Founders, and the Series D Investors, if appropriate, shall have a continuing right and option (but not an obligation), until the restrictions contained in this Section 3 terminate, to purchase the Sale Shares purported to be transferred by the Transferring Stockholders for a price and on terms the same as those at which the purported Shares Transfer was effected.
Transfers Void. If the Founder sells any of such Founder’s shares in contravention of this Section 8 (a “Prohibited Transfer”), each of the Major Purchasers, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the option to sell to the Founder such parties’ Pro Rata Share (as determined pursuant to Section 8.3(a) above) and the Founder shall be obligated to purchase such parties’ Pro Rata Share (as determined pursuant to Section 8.3(a) above) at the price per share equal to the price per share paid by the Acquiror to the Founder in the Prohibited Transfer. The Founder shall also reimburse such Major Purchasers, for any and all reasonable fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of such parties’ rights under this Section 8. Within ninety (90) days after the later of the dates on which such Major Purchasers (a) received notice of the Prohibited Transfer or (b) otherwise became aware of the Prohibited Transfer, each of such Major Purchasers shall, if exercising the option created hereby, deliver to the Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. The Founder shall, upon receipt of the certificate or certificates for the shares to be sold by a Major Purchaser, pursuant to this Section 8.5, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in cash or by other means acceptable to such Major Purchaser. Notwithstanding the foregoing, any attempt by the Founder to transfer the Founder’s shares in violation of this Section 8 shall be voidable and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such shares without the written consent of a majority of the Major Purchasers (as determined on the basis of number of shares held on an as-converted basis), voting together as a single class on an as-converted basis.
Transfers Void. Any transfer of the Redeveloper’s interest in violation of this Agreement shall be null and void ab initio and the Borough shall be entitled to seek all remedies available under the terms of this Agreement, including termination of this Agreement. In the event of an alleged violation of this provision by Redeveloper, Borough shall provide a notice of violation to Redeveloper which shall include a thirty (30) day right to cure any alleged violation by Redeveloper prior to the Borough taking any action seeking remedies against Redeveloper. In the absence of specific written consent by the Borough, no such sale, transfer, conveyance or assignment of the Project Area, Project Improvements, or any portion thereof, shall be deemed to relieve the Redeveloper from any obligations under this Agreement.
