Common use of Termination and Rescission Clause in Contracts

Termination and Rescission. If the Authorized Share Capital has not been approved by the Company’s shareholders by September 30, 2012, then the Investor shall have the right (but not the obligation) to terminate and rescind this Agreement and any documents, instruments or deeds executed by the Investor (including, but not limited to, the Subscription Forms) with immediate effect by written notice to the Company. If the Company has satisfied all conditions precedent to the obligations of the Investor with respect to the first two (2) Share Installments and the Investor or its Permitted Assignees have failed to pay the cumulative total of $1,000,000 (in words: one million US dollars) for such Installments, or have failed to pay $1,000,000 (in words: one million US dollars) for any subsequent Share Installment, then the Company shall have the right (but not the obligation) to terminate and rescind this Agreement and any documents, instruments or deeds executed by the Investor on 5 (five) days’ written notice to the Investor. In case notice of termination and rescission is made in accordance with the preceding paragraph each of the Parties acknowledges and agrees that this Agreement (subject to Section 11.7 below) shall be deemed terminated and shall be without any further effect, it being understood that any such termination shall not have any effect whatsoever on subscriptions for Subscriptions Shares and/or sales of outstanding shares that the Company has received payment for or have already been registered in the commercial register; and notwithstanding anything contained herein to the contrary, it is acknowledged and agreed that the right of termination and rescission pursuant to this section 7 shall be without prejudice to any other rights or remedies that the respective investor(s) may have under this agreement or under applicable laws.

Appears in 1 contract

Sources: Subscription Agreement (SurePure, Inc.)

Termination and Rescission. If the Authorized Share Capital has not been approved by the Company’s shareholders by September 30, 2012, then the Investor shall have the right (but not the obligationa) to terminate and rescind this Agreement and any documents, instruments or deeds executed by the Investor (including, but not limited to, the Subscription Forms) with immediate effect by written notice to the Company. If the Company has satisfied all conditions precedent to the obligations of the Investor Purchaser with respect to the first two (2) Share Installments purchase and sale of any Subscription Shares and the Investor or its Permitted Assignees have Purchaser has failed to pay the cumulative total of $1,000,000 (in words: one million US dollars) Subscription Price for such InstallmentsSubscription Shares, or have failed to pay $1,000,000 (in words: one million US dollarsb) for any subsequent Share Installmentthe Purchaser has not purchased all of the Subscription Shares by the last of the Instalment Dates, then the Company shall have the right (but not the obligation) to terminate and rescind this Agreement and any documents, instruments or deeds executed by the Investor on 5 (five) days’ Purchaser with immediate effect by written notice to the InvestorPurchaser. Any such termination and rescission shall be subject to the provisions of the final sentence of Section 3.4 and Section 7. In case notice of termination and rescission is made in accordance with the preceding paragraph each of the Parties acknowledges and agrees that this Agreement (subject to Section 11.7 8.7 below) shall be deemed terminated and shall be without any further effect, it being understood that any such termination shall not have any effect whatsoever on subscriptions for Subscriptions Subscription Shares and/or sales of outstanding shares that the Company has received payment for or have already been registered in the commercial register; and notwithstanding . Notwithstanding anything contained herein to the contrary, it is acknowledged and agreed that the right of termination and rescission pursuant to this section 7 Section 6 shall be without prejudice to any other rights or remedies that the respective investor(sPurchaser(s) may have under this agreement Agreement or under applicable laws.

Appears in 1 contract

Sources: Subscription Agreement (SurePure, Inc.)