Effect of Void Transfers. Any Transfer made in breach of this Agreement shall be null and void and of no effect, and the Company shall not (i) recognize any purported Transfer of Capital Stock in violation of this Agreement, (ii) record or register any such Transfer of Capital Stock in its share registry, or (iii) cause any third party transfer agent to effect such Transfer, to the extent that it appoints one. In furtherance of the provisions of this Article II, the Company and its transfer agent and registrar are hereby authorized to decline to make any Transfer of shares of Securities if such Transfer would constitute a violation or breach of this Agreement. The Company shall promptly register each Transfer made pursuant to and in accordance with the terms of this Agreement on its books and records, provided that the failure of the Company to do so shall in no way impact or limit the effectiveness of such Transfer.
Appears in 3 contracts
Sources: Stockholders Agreement, Shareholder Agreement (Laureate Education, Inc.), Shareholder Agreements (Laureate Education, Inc.)