Severability; Construction. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such a determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Vbi Vaccines Inc.), Agreement and Plan of Merger (Bio Reference Laboratories Inc), Agreement and Plan of Merger (Helios & Matheson Analytics Inc.)
Severability; Construction. (a) If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Partyparty. Upon such a determination, the Parties parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Broadwing Corp), Agreement and Plan of Merger (Cowen Group, Inc.), Agreement and Plan of Merger (Labranche & Co Inc)
Severability; Construction. (a) If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such a determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
Appears in 1 contract
Samples: Agreement and Plan of Merger (PROLOR Biotech, Inc.)
