Shareholder Default Clause Samples

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Shareholder Default. (a) In the event that any Shareholder breaches materially this Agreement and, such breach is not cured within sixty (60) days after written notice thereof, then the remaining Shareholders shall be entitled to such remedies as are available to them at law and under this Agreement. (b) In the event any Shareholder shall file a voluntary bankruptcy petition, such Shareholder shall give notice to the other Shareholders prior to filing such petition, and as soon as reasonably practical after making the decision to file such petition. (c) Without limiting in any way the rights or obligations under this Agreement, the Shareholders shall use commercially reasonable efforts to promote the business of the Company. (d) Notwithstanding anything in this Agreement to the contrary, the Company, and not the Current Shareholder nor the Current Beneficial Shareholders, shall be responsible for any monetary damages resulting from the breach of this Agreement by the Current Shareholder or the Current Beneficial Shareholders. Nothing in this Section 10 shall be interpreted to limit the remedies or obligations of any Shareholder pursuant to Section 16(d) hereof. Further, the Company and not the Current Shareholder nor the Current Beneficial Shareholders, shall be responsible for any equitable relief resulting from the breach of this Agreement by the Current Shareholder or the Current Beneficial Shareholders, except to the extent that failing to obtain equitable relief from the Current Shareholder or any Current Beneficial Shareholder would deny the Investor the benefit of the bargain contemplated hereby. For example, specific performance of the ROFR or the voting obligations contemplated hereby against the Current Shareholder or any Current Beneficial Shareholder would be permitted. (e) In the event that Investor seeks monetary damages after the Closing and such damages are found to be the responsibility of the Company, the Current Shareholder or any Current Beneficial Shareholder, then the Company shall pay to the Investor an amount equal to two times (2x) the damages sustained by the Investor, which amount shall be paid in the priority provided to Claims pursuant to Section 4(g) hereof. As the first example, where damages of one million dollars ($1,000,000) are incurred by Investor due to breach of this Agreement by other Shareholder(s) or the Company, the amount payable to the Investor by the Company pursuant to this Section 10(e) shall be two million dollars ($2,000,000). A...
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Shareholder Default. If a Shareholder defaults in performance of their agreements and obligations then any other Shareholder or Shareholders may serve a notice (“Default Notice”) on the Defaulting Shareholder. A copy of the Default Notice must at such time also be served on all other Parties. If the default is capable of remedy (which shall be determined by the server of the notice) then the Default Notice will specify the time within which (not being less than 5 days) the default must be remedied. If the default is not remedied within the specified timeframe or if the default is incapable of remedy, or if an Event of Default occurs then, but subject however to the conditions in subclause 5.5, each non-defaulting Shareholder (“Remaining Shareholder/s”) has an option to acquire the Defaulting Shareholder’s shares (“Option Shares”).
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Shareholder Default. If any of Shareholder, M▇. ▇▇▇▇▇▇ or CRE (or, following the Closing, Celerit or Celerit Solutions) fails to perform any of their respective obligations under this Agreement, Sollensys, SCARE, Celerit or Celerit Solutions shall be entitled to bring an action for specific performance, damages or a combination of specific performance and damages. Other than as specifically set forth herein, no remedy conferred upon Sollensys, SCARE, Celerit or Celerit Solutions is intended to be exclusive of any other remedy provided for in this Agreement, and each remedy provided to Sollensys, SCARE, Celerit or Celerit Solutions in this Agreement will be cumulative and in addition to every other remedy available to Sollensys, SCARE, Celerit or Celerit Solutions under this Agreement and no single or partial exercise of any remedy will preclude any other or further exercise thereof. This provision shall be in addition to the provisions of Article VIII.
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Shareholder Default 
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Related to Shareholder Default

  • Purchaser Default If Purchaser defaults in its obligations hereunder to (a) deliver the Deposit, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not close on the purchase of the Properties on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default continues for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunder. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

  • Default by Purchaser IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN DO NOT OCCUR AS PROVIDED HEREIN (TIME BEING OF THE ESSENCE) BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER. PURCHASER AND SELLER HEREBY AGREE THAT (i) AN AMOUNT EQUAL TO THE ▇▇▇▇▇▇▇ MONEY DEPOSIT, TOGETHER WITH ALL INTEREST ACCRUED THEREON, IS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, AND (ii) SUCH AMOUNT SHALL BE PAID TO SELLER AND WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR PURCHASER’S DEFAULT AND FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, AND WILL BE SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY) FOR ANY DEFAULT OF PURCHASER RESULTING IN THE FAILURE OF CONSUMMATION OF THE CLOSING, WHEREUPON THIS AGREEMENT WILL TERMINATE AND SELLER AND PURCHASER WILL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT WITH RESPECT TO THE TERMINATION SURVIVING OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 13.2 HEREIN WILL LIMIT SELLER’S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE EVENT OF A BREACH BY PURCHASER OF ANY OF THE CLOSING SURVIVING OBLIGATIONS OR THE TERMINATION SURVIVING OBLIGATIONS.

  • Seller Default If a Seller, prior to the Closing, defaults in its representations, warranties, covenants, or obligations under this Agreement, including to sell its Property as required by this Agreement and such default continues for more than ten (10) days after written notice from Purchaser, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations pursuant to this Agreement (but not damages); or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Agreement for the Properties for which there was such a default, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in question.

  • Default by Owner If one or more of the following Events of Default shall occur and be continuing, that is to say: (a) breach by Owner of the representations, warranties and covenants of the Owner as set forth in Section 6.02 above); then, and in each and every such case (except in instances where the Event of Default has been cured within thirty (30) days after the date on which written notice of such default, requiring the same to be remedied, shall have been given to the Owner by the Servicer), the Servicer, by notice in writing to the Owner, may immediately terminate all of its responsibilities, duties and obligations as servicer under this Agreement. On or after the receipt by the Owner of such written notice, all responsibilities, duties and obligations of the Servicer to service the Mortgage Loans under this Agreement shall on the date set forth in such notice pass to and be vested in the successor appointed pursuant to Section 10 herein.

  • Buyer Default If Buyer defaults under this Contract after the Review Period, and such default continues for thirty (30) days following written notice from Seller (provided no notice shall extend the time for Closing), then at Seller’s election by written notice to Buyer, this Contract shall be terminated and of no effect, in which event the ▇▇▇▇▇▇▇ Money Deposit, including any interest thereon, shall be paid to and retained by the Seller as Seller’s sole and exclusive remedy hereunder, and as liquidated damages for Buyer’s default or failure to close, and both Buyer and Seller shall thereupon be released from all obligations hereunder.