Breach by Shareholders Sample Clauses

Breach by Shareholders. Nothing in this Section 11 shall limit the Acquiror's right to pursue any appropriate legal or equitable remedy against any Shareholder with respect to any Damages arising, directly or indirectly, from or in connection with: (a) any breach by such Shareholder of any representation or warranty made by such Shareholder in this Agreement or in any certificate delivered by such Shareholder pursuant to this Agreement or (b) any breach by such Shareholder of its covenants or obligations in this Agreement. All claims of the Acquiror pursuant to this Section 11.1 shall be brought by the Acquiror Shareholders on behalf of the Acquiror and those Persons who were stockholders of the Acquiror immediately prior to the Closing Date.

Breach by Shareholders. By PPD, if any of the Shareholders is in ---------------------- breach of any of its representations, warranties or obligations hereunder (and such breach shall not have been cured within ten (10) business days of receipt by the Shareholders of written notice of such breach), or if any representation or warranty of the Shareholders set forth in this Agreement shall have become untrue, in either case such that the conditions set forth in Section 7.1(a) and -------------- Section 7.1(b) would be incapable of being satisfied by February 28, 2002; --------------

Breach by Shareholders. Nothing in this Section 12 shall limit the Acquiror's right to pursue any appropriate legal or equitable remedy against any Shareholder with respect to any Damages arising, directly or indirectly, from or in connection with: (a) any breach by such Shareholder of any representation or warranty made by such Shareholder in this Agreement or in any certificate delivered by such Shareholder pursuant to this Agreement or (b) any breach by such Shareholder of its covenants or obligations in this Agreement.

Breach by Shareholders. By Buyer, if any representation or warranty of Shareholders is untrue, or Shareholders have breached any of their covenants or agreements hereunder, and the breach remains uncured for more than 5 business days after written notice thereof from Buyer.

Breach by Shareholders. Nothing in this Section 10 shall limit the Acquiror Company’s right to pursue any appropriate legal or equitable remedy against any Shareholder with respect to any Damages arising, directly or indirectly, from or in connection with: (a) any breach by such Shareholder of any representation or warranty made by such Shareholder in this Agreement or in any certificate delivered by such Shareholder pursuant to this Agreement or (b) any breach by such Shareholder of its covenants or obligations in this Agreement. All claims of the Acquiror Company pursuant to this Section 10 shall be brought by the Principal Acquiror Shareholders on behalf of the Acquiror Company and those Persons who were stockholders of the Acquiror Company immediately prior to the Closing Date.

Breach by Shareholders. Nothing in this Section 12 shall limit SDI's right to pursue any appropriate legal or equitable remedy against ▇▇▇▇▇▇ with respect to any Damages arising, directly or indirectly, from or in connection with: (a) any breach by ▇▇▇▇▇▇ of any representation or warranty made by ▇▇▇▇▇▇ in this Agreement or in any certificate delivered by ▇▇▇▇▇▇ pursuant to this Agreement or (b) any breach by ▇▇▇▇▇▇ of his covenants or obligations in this Agreement. All claims of SDI pursuant to this Section shall be brought by the Shareholders on behalf of SDI.

Breach by Shareholders. 7.1 A breach by Shareholders shall be deemed to have occurred: (a) in the event that any Shareholder shall exercise any right that he may have as a shareholder or director of the Company in a manner that would result in a breach by the Shareholder of the provision of Schedule 1; or (b) if any Shareholder shall knowingly commit any substantial breach of this Agreement and fail to remedy such breach within 30 days of the service of a notice from Authoriszor requesting the same to be remedied (such notice to give adequate particulars of the alleged breach) or if the breach is one which requires more than 30 days to remedy, has not commenced. the remedying thereof within 30 days and thereafter not diligently made efforts to complete such rectification. 7.2 In the event of the occurrence of a breach by a Shareholder in accordance with Clause 7.1 then (without prejudice to any of the remedies that Authoriszor may have under law, or equity or pursuant hereto): (a) then in relation only to that Shareholder, Authoriszor shall be entitled to exercise its Option in accordance with Clause 9.1 within 28 days of such breach, whether or not this exercise falls with the Option Periods set out in Clause 9.3; and (b) prior to any such exercise of its Option, Authoriszor shall notify each of the other Shareholders of its intention to exercise the Option under this Clause 7 and the relevant financial year for which the Price shall be calculated shall be the last complete financial year ended prior to the exercise of the Option; and (c) in all other material respects, the provisions of Clause 9 shall apply in full to the exercise of Options pursuant to this Clause 7, and in so far as clause 9.15 is concerned if the exercise of the Option under this Clause 7 would have the effect of giving Authoriszor a 50% interest or more in the Relevant Share Capital, then the Shareholder who is not in breach of this Agreement shall be entitled to require Authoriszor to purchase his shares ("the Relevant Shares") at the same time as acquiring the defaulting Shareholder's shares and on the same terms and conditions as those applying to the defaulting Shareholder; and (d) if the Shareholder who is not in breach of this Agreement serves notice on Authoriszor within 28 days of exercise of the Option referred to in clause 7.2(a) Authoriszor shall become bound to complete the purchase of the Relevant Shares in accordance with the relevant provisions of Clause 9 adapted accordingly.

Breach by Shareholders. In the event of: (a) any breach of any of the representations or warranties of the Shareholders set forth in herein; (b) any breach of any covenant or agreement made by the Shareholders under this Agreement; or (c) the arising of any material obligation from an event that occurred, or circumstances that arose, prior to the Closing Date involving the Shareholders or the Company or TGC and not disclosed herein, the Buyer shall be entitled to an offset for all Losses (as hereafter defined) arising from such event (also a “Cause Event”).