Transfer in Violation Sample Clauses
The 'Transfer in Violation' clause defines the consequences and invalidity of any attempt to transfer rights or obligations under an agreement that does not comply with its terms. Typically, this clause states that any unauthorized assignment, delegation, or transfer—such as selling or passing on contractual rights without required consent—is void or unenforceable. Its core function is to protect the parties by ensuring that only approved transfers are recognized, thereby preventing unwanted or unapproved third parties from gaining rights or obligations under the contract.
Transfer in Violation. If any Member becomes obligated to sell any Shares to any Investor under this Agreement and fails to deliver such Shares in accordance with the terms of this Agreement, such Investor may, at its option, in addition to all other remedies it may have, send to such Member the purchase price for such Shares as is herein specified and transfer to the name of such Investor (or request that the LLC effect such transfer in the name of an Investor) on the LLC’s books the Shares to be sold. Any proposed Transfer not made in compliance with the requirements of this Agreement shall be null and void ab initio, shall not be recorded on the books of the LLC or its transfer agent and shall not be recognized by the LLC. Each party hereto acknowledges and agrees that any breach of this Article XII would result in substantial harm to the other parties hereto for which monetary damages alone could not adequately compensate. Therefore, the parties hereto unconditionally and irrevocably agree that any non-breaching party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Shares not made in strict compliance with this Article XII).
Transfer in Violation. No Transfer of the interest of a Partner in violation of the provisions hereof shall be valid or effective for any purpose. In addition, in the event of any Transfer in violation of this Agreement (including any transfer by reason of Section 11.2) and anything in this Agreement to the contrary notwithstanding, the transferring Partner shall not be entitled (to the extent otherwise permitted hereunder) to participate in the management of the Partnership from and after the date of the purported transfer and all decisions regarding the Partnership shall be made exclusively by the non-transferring Partner(s) (to the extent otherwise permitted hereunder) and in the case of a Transfer involving a General Partner then, from and 148 after the date of any such Transfer, the transferring General Partner shall also have its Partnership Interest converted to that of a Limited Partner. No consent to one or more such Transfers shall be construed as a consent to any other Transfer of the same or any other Partner's interest in the Partnership.
Transfer in Violation. Any pledge, hypothecation, assignment, sale, exchange or other transfer of a Partnership Interest in contravention of the provisions of this Section 10 shall be void and ineffective and shall not bind or be recognized by the Partnership.
Transfer in Violation. A sale, gift, transfer, pledge, encumbrance or other disposition of a Security in violation of any of the provisions of this agreement shall be null and void.
Transfer in Violation. No Transfer of the interest of a Member in violation of the provisions hereof shall be valid or effective for any purpose. In addition, in the event of any Transfer in violation of this Agreement (including any Transfer by reason of Section 10.2) and anything in this Agreement to the contrary notwithstanding, the transferring Member shall not be entitled (to the extent otherwise permitted hereunder) to participate in the management of the LLC from and after the date of the purported Transfer and all decisions regarding the LLC shall be made exclusively by the non-transferring Member(s) (to the extent otherwise permitted hereunder). No consent to one or more Transfers shall be construed as a consent to any other Transfer of the same or any other Member’s interest in the LLC.