Partial Unenforceability Clause Samples

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph, clause or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph, clause or provision. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner.

Partial Unenforceability. If any section, subsection, clause, or provision of this Agreement is for any reason determined to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other section, subsection, clause, or provision hereof.

Partial Unenforceability. 25 SECTION 16.

Partial Unenforceability. If any section, paragraph, clause or provision of this Agreement is for any reason determined to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other section, paragraph clause or provision hereof.

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If a section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Operating Partnerships in accordance with its terms. Very truly yours, By: /s/ J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President By: Lex GP-1 Trust, its General Partner By: /s/ J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Vice President By: Lex GP-1 Trust, its General Partner By: /s/ J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Vice President CONFIRMED AND ACCEPTED, as of the date first above written: For itself and as Representative of the several Underwriters listed on Schedule I hereto: By /s/ A▇▇▇ ▇▇▇▇▇▇ Name: A▇▇▇ ▇▇▇▇▇▇ Title: Managing Director For itself and as Representative of the several Underwriters listed on Schedule I hereto: By /s/ D▇▇▇▇ ▇▇▇▇▇▇ Name: D▇▇▇▇ ▇▇▇▇▇▇ Title: Director Underwriter Total Number of Initial Securities to be Purchased Number of Option Securities to be Purchased if Option is Fully Exercised M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated 4,500,000 675,000 W▇▇▇▇ Fargo Securities, LLC 2,500,000 375,000 Barclays Capital Inc. 1,200,000 180,000 K▇▇▇▇, B▇▇▇▇▇▇▇ & W▇▇▇▇, Inc. 500,000 75,000 M▇▇▇▇▇ ▇▇▇▇▇▇ & Company, Inc. 500,000 75,000 RBC Capital Markets, LLC 500,000 75,000 S▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated 300,000 45,000 Total 10,000,000 1,500,000 1. The number of common shares sold in the offering is 10,000,000 common shares. 2. The public offering price of the common shares. J▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ C▇▇▇▇▇▇▇ ▇▇▇▇▇▇ P▇▇▇▇▇▇ ▇▇▇▇▇▇▇ T. ▇▇▇▇▇▇ E▇▇▇▇ ▇▇▇▇▇▇ First R▇▇▇▇▇▇ ▇. ▇▇▇▇▇ J▇▇▇▇ ▇▇▇▇▇▇▇▇ K▇▇▇▇ ▇. ▇▇▇▇▇ E. R▇▇▇▇▇ ▇▇▇▇▇▇▇ R▇▇▇▇▇▇ ▇. ▇▇▇▇▇ P▇▇▇ ▇. ▇▇▇▇ M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated W▇▇▇▇ Fargo Securities, LLC as Representatives of the several underwriters listed on Schedule I of the Underwriting Agreement c/o Merrill Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated O▇▇...

Partial Unenforceability. 24 SECTION 15.

Partial Unenforceability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that the foregoing correctly sets forth the understanding reached by FT Global and the Company, and intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. Very truly yours, ZW DATA ACTION TECHNOLOGIES, INC. By:__________________________ Name: Title: Confirmed as of the date first written above: FT GLOBAL CAPITAL, INC. By:__________________________ Name: ▇▇▇▇▇▇▇ ▇▇ Title: President None. February 16, 2021 FT Global Capital, Inc. ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ Attention: President Ladies and Gentlemen: The undersigned understands that FT Global Capital, Inc. (the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement”) with ZW Data Action Technologies, a Nevada corporation (the “Company”), providing for the public offering (the “Public Offering”) of securities of the Company, including shares (the “Shares”) of the Company’s common stock (the “Common Stock”). To induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Placement Agent, the undersigned will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock, any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clau...

Partial Unenforceability. To the fullest extent permitted by applicable law, the invalidity or unenforceability of any Section, paragraph or provision of this Agreement or any Terms Agreement to which the Agent is a party shall not affect the validity or enforceability of any other Section, paragraph or provision hereof or thereof, as the case may be, and, if any Section, paragraph or provision of this Agreement or any Terms Agreement to which the Agent is a party is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.