Common use of Remedy for Violation Clause in Contracts

Remedy for Violation. In the event that any person Disposes of any shares in violation of any of the provisions of this Agreement, such disposition shall be void. In the event any restriction on transfer herein shall be held invalid, Newco and the other Shareholders shall have the right to redeem or purchase, as the case may be, all or any shares disposed of in violation of the invalidated restrictions from the then holder thereof (a) at the price and on the terms on which such shares were acquired by such holder, if such shares were acquired by the holder in a purchase transaction, or (b) at the election of the redeeming or purchasing parties, or in the case of a transaction that is unique or the terms of which cannot readily be assumed by other parties, at the Determined Value of such shares. The rights given by this paragraph shall accrue first to Newco and then, Pro Rata, to the Investor Shareholders and then, Pro Rata to the other Shareholders, and then to any assignee(s) of Newco. Newco shall notify the Shareholders promptly of the final judgment holding the transfer restriction invalid, and shall have one hundred twenty (120) days after the date of mailing of such notice to elect to exercise its redemption option by mailing written notice of such election to the holder of the shares and to the Shareholders. In the event that Newco elects not to exercise its option hereunder as to all the shares available for redemption or purchase hereunder, each Shareholder shall have sixty (60) days after the date of mailing of Newco's initial notice to notify the holder of the shares, Newco and all other Shareholders of such Shareholder's election to purchase all or any part of such Shareholder's Pro Rata portion of the shares. If the other Shareholders do not elect to purchase all the remaining shares, Newco may assign the right to purchase all or any part of the remaining shares to one or more third parties provided that such third parties agree to execute this Agreement and agree to be bound by the terms hereof.

Remedy for Violation. In the event that any person Disposes of any shares in violation of any of the provisions of this Agreement, such disposition shall be void. In the event any restriction on transfer herein shall be held invalid, Newco and the other Shareholders shall have the right to redeem or purchase, as the case may be, all or any shares disposed of in violation of the invalidated restrictions from the then holder thereof (a) at the price and on the terms on which such shares were acquired by such holder, if such shares were acquired by the holder in a purchase transaction, or (b) at the election of the redeeming or purchasing parties, or in the case of a transaction that is unique or the terms of which cannot readily be assumed by other parties, at the Determined Value of such shares. The rights given by this paragraph shall accrue first to Newco and then, Pro Rata, to the Investor Shareholders and then, Pro Rata to the other Shareholders, and then to any assignee(s) of Newco. Newco shall notify the Shareholders promptly of the final judgment holding the transfer restriction invalid, and shall have one hundred twenty (120) days after the date of mailing of such notice to elect to exercise its redemption option by mailing written notice of such election to the holder of the shares and to the Shareholders. In the event that Newco elects not to exercise its option hereunder as to all the shares available for redemption or purchase hereunder, each Shareholder shall have sixty (60) days after the date of mailing of Newco's initial notice to notify the holder of the shares, Newco and all other Shareholders of such Shareholder's election to purchase all or any part party of such Shareholder's Pro Rata portion of the shares. If the other Shareholders do not elect to purchase all the remaining shares, Newco may assign the right to purchase all or any part of the remaining shares to one or more third parties provided that such third parties agree to execute this Agreement and agree to be bound by the terms hereof.