Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
Appears in 3615 contracts
Sources: Warrant Agreement (Xsolla SPAC 1), Warrant Agreement (Silicon Valley Acquisition Corp.), Warrant Agreement (Social Commerce Partners Corp)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be that is valid and enforceable.
Appears in 2065 contracts
Sources: Registration Rights Agreement (XFLH Capital Corp), Registration Rights Agreement (Legato Merger Corp. IV), Registration Rights Agreement (One Universe Acquisition Corp)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. Exhibit A Form of Warrant Certificate Exhibit B Legend — Private Placement Warrants
Appears in 628 contracts
Sources: Warrant Agreement (TGE Value Creative Solutions Corp), Warrant Agreement (TGE Value Creative Solutions Corp), Warrant Agreement (Alussa Energy Acquisition Corp. II)
Severability. This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
Appears in 612 contracts
Sources: Underwriting Agreement (Nidar Infrastructure LTD), Letter Agreement (Bain Capital GSS Investment Corp.), Underwriting Agreement (Chenghe Acquisition III Co.)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and so as to be valid and enforceable.
Appears in 199 contracts
Sources: Stock Exchange Agreement (Revium Rx.), Share Exchange Agreement (Kairos Pharma, LTD.), Share Exchange Agreement (Eva Live Inc)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. Exhibit A — Form of Warrant Certificate Exhibit B Legend — Private Placement Warrants
Appears in 163 contracts
Sources: Warrant Agreement (Nidar Infrastructure LTD), Warrant Agreement (Pivotal Holdings Corp), Warrant Agreement (Revolution Healthcare Acquisition Corp.)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. Exhibit A – Form of Warrant Certificate Exhibit B – Legend
Appears in 158 contracts
Sources: Warrant Agreement (Bluerock Acquisition Corp.), Warrant Agreement (Meshflow Acquisition Corp), Warrant Agreement (Safeguard Acquisition Corp.)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. [Signature Page Follows]
Appears in 124 contracts
Sources: Warrant Agreement (Vivid Seats Inc.), Warrant Agreement (Viking Acquisition Corp I), Warrant Agreement (Viking Acquisition Corp I)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. Exhibit A — Form of Warrant Certificate Exhibit B — Legend
Appears in 91 contracts
Sources: Private Warrant Agreement (CH4 Natural Solutions Corp), Warrant Agreement (Churchill Capital Corp XI), Warrant Agreement (Viking Acquisition Corp I)
Severability. This The provisions of this Agreement shall be deemed severable, severable and the invalidity or unenforceability of if any term or provision hereof shall not affect the validity or enforceability of this Agreement or of is found by any other term or provision hereof. Furthermorecourt to be unenforceable, in lieu of any such invalid whole or unenforceable term or provisionin part, the parties hereto intend that there shall be added as a part remainder of this Agreement a provision as similar in terms to such invalid shall nevertheless be enforceable and binding on the parties. You also agree that any trier of fact may modify any invalid, overbroad or unenforceable provision of this Agreement so that such provision, as may be possible and be modified, is valid and enforceableenforceable under applicable law.
Appears in 90 contracts
Sources: Performance Stock Unit Agreement (Arq, Inc.), Restricted Stock Unit Award Agreement (Winnebago Industries Inc), Performance Stock Unit Agreement (Winnebago Industries Inc)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. Exhibit A Form of Warrant Certificate Exhibit B Legend
Appears in 56 contracts
Sources: Warrant Agreement (Distoken Acquisition Corp), Warrant Agreement (Distoken Acquisition Corp), Warrant Agreement (Covalto Ltd.)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. Exhibit A Form of Warrant Certificate Exhibit B Legend — Sponsor’s Warrants
Appears in 44 contracts
Sources: Warrant Agreement (KINS Technology Group, Inc.), Warrant Agreement, Warrant Agreement (Crescent Acquisition Corp)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. Exhibit A Form of Warrant Certificate Exhibit B Legend – Private Placement Warrants
Appears in 43 contracts
Sources: Warrant Agreement (Mercato Partners Acquisition Corp), Warrant Agreement (Mercato Partners Acquisition Corp), Warrant Agreement (Macondray Capital Acquisition Corp. I)
Severability. This Right Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Right Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Right Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
Appears in 42 contracts
Sources: Rights Agreement, Rights Agreement (Springwater Special Situations Corp.), Rights Agreement (Springwater Special Situations Corp.)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
Appears in 37 contracts
Sources: Underwriter Warrant Clarification Agreement (NeoStem, Inc.), Warrant Clarification Agreement (Chardan South China Acquisition Corp), Warrant Clarification Agreement (Aldabra Acquisition CORP)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. Exhibit A — Form of Warrant Certificate
Appears in 35 contracts
Sources: Warrant Agreement (Churchill Capital Corp XI), Warrant Agreement (Churchill Capital Corp XI), Warrant Agreement (Churchill Capital Corp IX/Cayman)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Warrant Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
Appears in 30 contracts
Sources: Warrant Agreement, Warrant Agreement (Nesco Holdings, Inc.), Warrant Agreement (Capitol Investment Corp. IV)
Severability. This Agreement shall be deemed severable, and ; the invalidity or unenforceability of any term or provision hereof of this Agreement shall not affect the validity or enforceability of the balance of this Agreement or of any other term or provision hereof, which shall remain in full force and effect. Furthermore, in lieu If any of any such the provisions hereof are determined to be invalid or unenforceable term or provisionunenforceable, the parties hereto intend that there shall be added as a part of negotiate in good faith to modify this Agreement a provision so as similar in terms to such invalid or unenforceable provision effect the original intent of the parties as may be possible and be valid and enforceableclosely as possible.
Appears in 29 contracts
Sources: Investor Agreement (Activision Blizzard, Inc.), Stock Purchase Agreement (Activision Blizzard, Inc.), Loan and Security Agreement (InterMetro Communications, Inc.)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. Exhibit A – Form of Warrant Certificate
Appears in 28 contracts
Sources: Warrant Agreement (Rice Acquisition Corp 3), Warrant Agreement (Rice Acquisition Corp 3), Warrant Agreement (Spring Valley Acquisition Corp. II)
Severability. This Agreement shall be deemed severable, and a determination by a court or other legal authority that any provision that is not of the invalidity or unenforceability essence of any term or provision hereof this Agreement is legally invalid shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, the parties shall cooperate in lieu of good faith to substitute (or cause such court or other legal authority to substitute) for any such provision so held to be invalid or unenforceable term or a valid provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar alike in terms substance to such invalid or unenforceable provision as may be possible and be valid and enforceable.
Appears in 26 contracts
Sources: Merger Agreement (Clearday, Inc.), Merger Agreement (Viveon Health Acquisition Corp.), Registration Rights Agreement (Viveon Health Acquisition Corp.)
Severability. This The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any term one or provision more of the provisions hereof shall not affect the validity or enforceability of any other provision. In the event any clause of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provisionis deemed to be invalid, the parties hereto intend shall endeavor to modify that there shall be added as clause in a part manner which carries out the intent of the parties in executing this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceableAgreement.
Appears in 26 contracts
Sources: Employment Agreement (Veradigm Inc.), Employment Agreement (Veradigm Inc.), Separation Agreement (Veradigm Inc.)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. Exhibit A – Legend Exhibit B – Form of Warrant Certificate
Appears in 24 contracts
Sources: Warrant Agreement (Rice Acquisition Corp 3), Warrant Agreement (Rice Acquisition Corp 3), Warrant Agreement (Spring Valley Acquisition Corp. II)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. Exhibit A Form of Warrant Certificate
Appears in 24 contracts
Sources: Public Warrant Agreement (SilverBox Corp V), Warrant Agreement (Gores Holdings X, Inc. / CI), Warrant Agreement (Gores Holdings X, Inc. / CI)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. Exhibit A Form of Warrant Certificate Exhibit B Legend — Placement Warrants and Loan Warrants
Appears in 24 contracts
Sources: Warrant Agreement (Ftac Zeus Acquisition Corp.), Warrant Agreement (FTAC Emerald Acquisition Corp.), Warrant Agreement (Ftac Zeus Acquisition Corp.)
Severability. This If any provision of this Agreement is or becomes invalid, unenforceable or illegal by a judgement or decision of any court of competent jurisdiction or any Competent Authority to which it is subject or by order of the relevant body of the European Union, the same shall be deemed severable, severable and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability remainder of this Agreement or of any other term or provision hereofshall remain in full force and effect. Furthermore, in lieu of In any such invalid or unenforceable term or provisioncase, the parties hereto intend that there shall Parties will negotiate in good faith with a view to agreeing one or more provisions which may be added as a part of this Agreement a provision as similar in terms to substituted for such invalid or unenforceable provision in order to give effect, so far as may be possible and be valid and enforceablepracticable, to the spirit of this Agreement.
Appears in 24 contracts
Sources: Low Carbon Inertia Service Agreement, Low Carbon Inertia Service Agreement, Ds3 System Services Framework Agreement
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. Exhibit A – Form of Warrant Certificate Exhibit B – Legend [Signature Page Follows]
Appears in 23 contracts
Sources: Warrant Agreement (BurTech Acquisition Corp.), Warrant Agreement (AltEnergy Acquisition Corp), Warrant Agreement (AltEnergy Acquisition Corp)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. Exhibit A - Form of Warrant Certificate
Appears in 22 contracts
Sources: Warrant Agreement (FG Imperii Acquisition Corp.), Warrant Agreement (FG Merger III Corp.), Warrant Agreement (FG Merger III Corp.)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. Exhibit A Legend Exhibit B Form of Warrant Certificate
Appears in 22 contracts
Sources: Private Warrant Agreement (SilverBox Corp V), Warrant Agreement (SilverBox Corp IV), Warrant Agreement (SilverBox Corp IV)
Severability. This The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of . If any term or provision hereof shall not affect the validity or enforceability of this Agreement is determined to be illegal, invalid or unenforceable in any situation: (i) the parties hereto shall agree to a suitable and equitable provision to be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, ; and (ii) the parties hereto intend that there shall be added as a part remainder of this Agreement a shall remain in full force and effect, and the application of such provision as similar in terms to such invalid or unenforceable provision as may any other situation shall not be possible and be valid and enforceableaffected.
Appears in 21 contracts
Sources: Employment & Human Resources (Powersecure International, Inc.), Employment Agreement (Metretek Technologies Inc), Employment Agreement (Metretek Technologies Inc)
Severability. This The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any term one or provision more of the provisions hereof shall not affect the validity or enforceability of any other provision. In the event any clause of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provisionis deemed to be invalid, the parties hereto intend shall endeavor to modify that there shall be added as clause in a part manner which carries out the intent of the parities in executing this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceableAgreement.
Appears in 20 contracts
Sources: Employment Agreement (Summit Healthcare REIT, Inc), Employment Agreement (Summit Healthcare REIT, Inc), Employment Agreement (Livongo Health, Inc.)
Severability. This Agreement shall be deemed severable, and ; the invalidity or unenforceability of any term or provision hereof of this Agreement shall not affect the validity or enforceability of the balance of this Agreement or of any other term or provision hereof, which shall remain in full force and effect. Furthermore, in lieu If of any such of the provisions hereof are determined to be invalid or unenforceable term or provisionunenforceable, the parties hereto intend that there shall be added as a part of negotiate in good faith to modify this Agreement a provision so as similar in terms to such invalid or unenforceable provision effect the original intent of the parties as may be possible and be valid and enforceableclosely as possible.
Appears in 18 contracts
Sources: Merger Agreement (Solexa, Inc.), Voting and Support Agreement (Capitol Acquisition Corp), Merger Agreement (Illumina Inc)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties Parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
Appears in 18 contracts
Sources: Share Purchase Agreement (Inogen Inc), Sale and Purchase Agreement, Share Purchase Agreement
Severability. This Agreement shall will be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall will not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto Parties intend that there shall be added as a part of this Agreement a valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceablepossible.
Appears in 17 contracts
Sources: Restricted Stock Bonus Agreement (Openwave Systems Inc), Restricted Stock Agreement (JER Investors Trust Inc), Restricted Stock Agreement (JER Investors Trust Inc)
Severability. This Agreement shall be deemed severable; the invalidity, and the invalidity illegality or unenforceability of any term or provision hereof of this Agreement shall not affect the validity validity, legality or enforceability of the balance of this Agreement or of any other term hereof, which shall remain in full force and effect. If any of the provisions hereof are determined to be invalid, illegal or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provisionunenforceable, the parties hereto intend that there shall be added as a part of negotiate in good faith to modify this Agreement a provision so as similar in terms to such invalid or unenforceable provision effect the original intent of the parties as may be possible and be valid and enforceableclosely as possible.
Appears in 16 contracts
Sources: Voting and Support Agreement (Paratek Pharmaceuticals, Inc.), Voting and Support Agreement (Mullen Automotive Inc.), Voting Agreement (Net Element, Inc.)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto Parties intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be that is valid and enforceable.
Appears in 15 contracts
Sources: Investor Rights Agreement (APRINOIA Therapeutics Holdings LTD), Investor Rights Agreement (Lanvin Group Holdings LTD), Investor Rights Agreement (Primavera Capital Acquisition Corp.)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. Exhibit A Form of Warrant Certificate Exhibit B Legend—Private Placement Warrants
Appears in 14 contracts
Sources: Warrant Agreement (Nikola Corp), Warrant Agreement (Spark I Acquisition Corp), Warrant Agreement (Spark I Acquisition Corp)
Severability. This If one or more of the provisions of this Agreement is subsequently declared invalid or unenforceable, this Agreement shall be deemed severabletreated as though that provision were not in this Agreement, and the invalidity or unenforceability of any term or provision hereof this shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part remaining provisions of this Agreement a provision as similar in terms to such invalid (unless those provisions that are invalidated or unenforceable provision are clearly material and inseparable from the other provisions). The Agreement as may modified shall be possible applied and be valid construed to reflect substantially the good faith intent of the Parties and enforceableto achieve the economic effects originally intended by the terms hereof.
Appears in 14 contracts
Sources: Specialty Pharmacy Network Agreement, Collaboration and License Agreement, Distribution Agreement
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. Exhibit A: Legend — Private Placement Warrants Exhibit B: Form of Warrant Certificate
Appears in 14 contracts
Sources: Warrant Agreement (Artius Acquisition Inc.), Warrant Agreement (Artius Acquisition Inc.), Warrant Agreement
Severability. This Agreement shall will be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall will not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceablepossible.
Appears in 14 contracts
Sources: Restricted Share Agreement (Endurance Specialty Holdings LTD), Restricted Share Unit Agreement (Endurance Specialty Holdings LTD), Performance Based Restricted Share Agreement (Endurance Specialty Holdings LTD)
Severability. This Agreement shall be deemed severable, and ; the invalidity or unenforceability of any term or provision hereof of this Agreement shall not affect the validity or enforceability of the balance of this Agreement or of any other term or provision hereof, which shall remain in full force and effect. Furthermore, in lieu If any of any such the provisions hereof are determined to be invalid or unenforceable term or provisionunenforceable, the parties hereto intend that there shall be added as a part of negotiate in good faith to modify this Agreement a provision so as similar in terms to such invalid or unenforceable provision effect the original intent of the parties as may be possible and be valid and enforceableclosely as possible.
Appears in 13 contracts
Sources: TLD Sponsorship Registry Agreement, Sponsored TLD Registry Agreement, TLD Sponsorship Registry Agreement
Severability. This The provisions of this Agreement shall be deemed severable, severable and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of the provisions hereof and the remaining provisions of this Agreement shall remain in full force and effect. If any provision or term of any other this Agreement is susceptible to two or more constructions or interpretations, one or more of which would render the provision or term void or unenforceable, the parties agree that a construction or interpretation which renders the term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there valid shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceablefavored.
Appears in 12 contracts
Sources: Retention Agreement (Superior Group of Companies, Inc.), Retention Agreement (Superior Group of Companies, Inc.), Change in Control Agreement (Superior Group of Companies, Inc.)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. Exhibit A – Form of Warrant Certificate Exhibit B – Legend Private Placement Warrants
Appears in 12 contracts
Sources: Warrant Agreement (Talon 1 Acquisition Corp), Warrant Agreement (Talon 1 Acquisition Corp), Warrant Agreement (Talon 1 Acquisition Corp)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there Parties shall be added as a part of negotiate in good faith to modify this Agreement to include a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
Appears in 11 contracts
Sources: Purchase Agreement, Purchase Agreement, Purchase Agreement (CNX Resources Corp)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any Any term or provision hereof shall of this Agreement that is invalid or unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of this Agreement the remaining terms and provisions hereof or the validity or enforceability of any other the offending term or provision hereofin any other situation or in any other jurisdiction. FurthermoreIn the event that any provision hereof would, in lieu of any such under applicable Legal Requirements, be invalid or unenforceable term in any respect, each Party hereto intends that such provision will be construed by modifying or provision, the parties hereto intend that there shall be added limiting it so as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceableenforceable to the maximum extent compatible with, and possible under, applicable Legal Requirements.
Appears in 10 contracts
Sources: Equity Purchase Agreement (Planet Fitness, Inc.), Asset Purchase Agreement (Rallybio Corp), Merger Agreement (Fifth Wall Acquisition Corp. I)
Severability. This Agreement shall will be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall will not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceablepossible.
Appears in 10 contracts
Sources: Restricted Stock Unit Agreement (MTGE Investment Corp.), Restricted Stock Unit Agreement (American Capital Agency Corp), Restricted Stock Unit Agreement (American Capital Mortgage Investment Corp.)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties Parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and so as to be valid and enforceable.
Appears in 10 contracts
Sources: Option Exchange Agreement (RetinalGenix Technologies Inc.), Option Exchange Agreement (RetinalGenix Technologies Inc.), Share Exchange Agreement
Severability. This Each provision of this Agreement shall be deemed considered severable. If for any reason any provisions herein are determined to be invalid or unenforceable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, shall be construed in lieu of any all respects as though such invalid or unenforceable term provisions were omitted, and such invalidity or provisionunenforceability shall not impair or otherwise affect the validity of the other provisions of this Agreement. Moreover, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms agree to replace such invalid or unenforceable provision as may be possible and be valid and enforceablewith a substitute provision that will correspond to the original intent of the parties.
Appears in 10 contracts
Sources: Asset Purchase Agreement (Grow Solutions Holdings, Inc.), Employment Agreement (Lighttouch Vein & Laser Inc), Employment Agreement (Microtek Medical Holdings Inc)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. Exhibit A - Form of Warrant Certificate Exhibit B - Legend
Appears in 10 contracts
Sources: Warrant Agreement (Vahanna Tech Edge Acquisition I Corp.), Warrant Agreement (Spindletop Health Acquisition Corp.), Warrant Agreement (Vahanna Tech Edge Acquisition I Corp.)
Severability. This Agreement shall be deemed severablesubject to all present and future applicable federal, state and the invalidity or unenforceability local laws and rules and regulations of governmental authority that are not subject to collective bargaining. Should any term or provision hereof shall not affect the validity or enforceability part of this Agreement or any provisions contained herein be judicially determined to be contrary to law, such invalidation of any other term such part or provision hereofshall not invalidate the remaining portions hereof and they shall remain in full force and effect. FurthermoreIn such event, in lieu upon the request of any such invalid or unenforceable term or provisioneither party, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms meet promptly and negotiate with respect to such substitute provisions for those provisions rendered or declared unlawful, invalid or unenforceable provision as may be possible and be valid and enforceableunenforceable.
Appears in 10 contracts
Sources: Collective Bargaining Agreement, Collective Bargaining Agreement, Collective Bargaining Agreement
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. Exhibit A — Form of Warrant Certificate [Signature Page Follows]
Appears in 10 contracts
Sources: Warrant Agreement (CH4 Natural Solutions Corp), Warrant Agreement (Churchill Capital Corp X/Cayman), Warrant Agreement (Churchill Capital Corp X/Cayman)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, if any term or provision hereof shall be deemed to be invalid or unenforceable, the parties hereto shall mutually agree upon an amendment to this Agreement to include a term or provision as similar in lieu of any purpose to such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be reasonably possible and be which term or provision is valid and enforceable.
Appears in 9 contracts
Sources: Registration Rights Agreement (Compass Diversified Holdings), Registration Rights Agreement (Staffmark Holdings, Inc.), Registration Rights Agreement (Compass Diversified Trust)
Severability. This Agreement shall be deemed severableIt is further agreed and understood by the parties that if any part, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement should be unenforceable, invalid, or of illegal under any other applicable law or rule, the offending term or provision hereof. Furthermore, in lieu will be struck and the remaining provisions of any such invalid the Agreement will not be affected or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceableimpaired thereby.
Appears in 9 contracts
Sources: Employment Agreement (Image Sensing Systems Inc), Employment Agreement (Image Sensing Systems Inc), Employment Agreement (Image Sensing Systems Inc)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto Parties intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable, so as to effect the original intent of the Parties to the greatest extent possible.
Appears in 9 contracts
Sources: Transition Services Agreement (Rafael Holdings, Inc.), Transition Services Agreement (Rafael Holdings, Inc.), Transition Services Agreement (Zedge, Inc.)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. Exhibit A Form of Warrant Certificate Exhibit B Legend - Private Placement Warrants
Appears in 8 contracts
Sources: Warrant Agreement (Aeon Acquisition I Corp.), Warrant Agreement (Renatus Tactical Acquisition Corp I), Warrant Agreement (Clarim Acquisition Corp.)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any specific term or provision hereof of this Agreement shall not affect the validity or enforceability of this Agreement or of any other term or provision hereofof this Agreement. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there Parties shall be added as a part of negotiate in good faith to modify this Agreement to include a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
Appears in 8 contracts
Sources: Gp Purchase Agreement, Idr Purchase Agreement (CrossAmerica Partners LP), Gp Purchase Agreement (CrossAmerica Partners LP)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. Exhibit A Form of Warrant Certificate Exhibit B Legend - Placement Warrants
Appears in 8 contracts
Sources: Warrant Agreement (Art Technology Acquisition Corp.), Warrant Agreement (BTC Development Corp.), Warrant Agreement (BTC Development Corp.)
Severability. This The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision one ore more of the provisions hereof shall not affect the validity or enforceability of any other provision. In the event any clause of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provisionis deemed to be invalid, the parties hereto intend shall endeavor to modify that there shall be added as clause in a part manner which carries out the intent of the parities in executing this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceableAgreement.
Appears in 8 contracts
Sources: Employment Agreement (Allscripts Healthcare Solutions Inc), Employment Agreement (Allscripts Healthcare Solutions Inc), Employment Agreement (Allscripts Healthcare Solutions Inc)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
Appears in 7 contracts
Sources: Unit Purchase Option Clarification Agreement (Great Wall Acquisition Corp), Unit Purchase Option Clarification Agreement (Jaguar Acquisition Corp.), Unit Purchase Option Clarification Agreement (Stone Arcade Acquisition CORP)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. Exhibit A—Form of Warrant Certificate Exhibit B Legend—Private Placement Warrants
Appears in 7 contracts
Sources: Warrant Agreement (Denali Capital Acquisition Corp.), Warrant Agreement (Aimfinity Investment Corp. I), Warrant Agreement (Denali Capital Acquisition Corp.)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
Appears in 7 contracts
Sources: Business Combination Agreement (Crown PropTech Acquisitions), Assignment, Assumption and Amendment Agreement (Generation Essentials Group), Assignment, Assumption and Amendment Agreement (Generation Essentials Group)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto Parties intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
Appears in 7 contracts
Sources: Warranty Agreement (Loar Holdings Inc.), Securities Purchase Agreement (Bruker Corp), Put Option Agreement (Heico Corp)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable, so as to effect the original intent of the parties to the greatest extent possible.
Appears in 7 contracts
Sources: Master Services Agreement (Idt Spectrum, Inc.), Master Services Agreement (Idt Spectrum, Inc.), Transition Services Agreement (Centerpulse LTD)
Severability. This If any provision of this Agreement is deemed to be unenforceable or invalid, then that provision shall be deemed severed from this Agreement and the rest of this Agreement shall be deemed severable, and binding upon the invalidity or unenforceability parties. The parties will use their best efforts to agree upon any changes in this Agreement which may be necessary in order to adjust its remaining provisions with regard to the omission of any invalid term or provision hereof shall not affect the validity or enforceability of in order to make this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceableworkable.
Appears in 6 contracts
Sources: Marketing Agent Agreement (VanEck Avalanche ETF), Marketing Agent Agreement (VanEck BNB ETF), Marketing Agent Agreement (VanEck Solana ETF)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. Exhibit A Form of Warrant Certificate Exhibit B Legend — Private Warrants
Appears in 6 contracts
Sources: Warrant Agreement (Mason Industrial Technology, Inc.), Warrant Agreement (Mason Industrial Technology, Inc.), Warrant Agreement (Mason Industrial Technology, Inc.)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof of this Agreement shall not affect the validity or enforceability of this Agreement or of any other term or provision hereofof this Agreement. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. Exhibit A — Form of Warrant Certificate Exhibit B — Legend — Private Placement Warrants
Appears in 6 contracts
Sources: Warrant Agreement (Dorchester Capital Acquisition Corp.), Warrant Agreement (Dorchester Capital Acquisition Corp.), Warrant Agreement (Black Mountain Acquisition Corp.)
Severability. This The parties hereto agree that if any of the provisions contained in the Agreement shall be determined invalid, unlawful or unenforceable to any extent, such provisions shall be deemed modified to the extent necessary to render such provisions enforceable. The parties hereto further agree that this Agreement shall be deemed severable, and the invalidity invalidity, unlawfulness or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
Appears in 6 contracts
Sources: Rights Agent Agreement (Bos Better Online Solutions LTD), Subscription Agent Agreement (Interleukin Genetics Inc), Subscription Agent Agreement (Interleukin Genetics Inc)
Severability. This Agreement shall be deemed severableIf any provision of this Agreement, or the application thereof to any Person or circumstance, is held invalid or unenforceable, the remainder of this Agreement, and the invalidity application of such provision to other Persons or unenforceability of any term or provision hereof circumstances shall not affect be affected thereby, and to such end, the validity or enforceability provisions of this Agreement or of are agreed to be severable. Upon such determination that any other term or provision hereof. Furthermore, in lieu of any such is invalid or unenforceable term or provisionunenforceable, the parties hereto intend that there shall be added as a part of negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in a provision as similar in terms manner acceptable to such invalid or unenforceable provision as may be possible and be valid and enforceableall parties hereto.
Appears in 6 contracts
Sources: Merger Agreement (Savia Sa De Cv), Merger Agreement (Monsanto Co /New/), Merger Agreement (Southern Peru Copper Corp/)
Severability. This Agreement shall be deemed severable, and ; the invalidity or unenforceability of any term or provision hereof of this Agreement shall not affect the validity or enforceability of the balance of this Agreement or of any other term or provision hereof, which shall remain in full force and effect. Furthermore, in lieu If any of any such the provisions hereof are determined to be invalid or unenforceable term or provisionunenforceable, the parties hereto intend that there shall be added as a part of negotiate in good faith to modify this Agreement a provision so as similar in terms to such invalid or unenforceable provision affect the original intent of the parties as may be possible and be valid and enforceableclosely as possible.
Appears in 6 contracts
Sources: Voting Agreement (GFInet Inc.), Voting Agreement (GFInet Inc.), Voting Agreement (Fund Holdings, LLC)
Severability. This If any provision of this Agreement is invalid, illegal, or unenforceable under any applicable statute or rule of law, the provision shall be deemed omitted to the extent that it is invalid, illegal, or unenforceable. In such a case, the remainder of the Agreement shall be deemed severable, and construed in a manner as to give greatest effect to the invalidity or unenforceability original intention of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceablehereto.
Appears in 5 contracts
Sources: Rider Agreement, End User License Agreement, Subscription and License Agreement
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable, so as to effect the original intent of the parties to the greatest extent possible.
Appears in 5 contracts
Sources: Stock Purchase Agreement (Valassis Communications Inc), Stock Purchase Agreement (Tiger Telematics Inc), Stock Purchase Agreement (Allion Healthcare Inc)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. [Signature Page Appears Next]
Appears in 5 contracts
Sources: Rights Agreement (APEX Tech Acquisition Inc.), Rights Agreement (Forest Acquisition Corp.), Rights Agreement (Giant Oak Acquisition Corp)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any Any term or provision hereof of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of this Agreement the remaining terms and provisions hereof or the validity or enforceability of any other the offending term or provision hereofin any other situation or in any other jurisdiction. Furthermore, in lieu of any The parties further agree to replace such invalid void or unenforceable term or provision, the parties hereto intend that there shall be added as a part provision of this Agreement with a valid and enforceable provision as similar in terms that shall achieve, to such invalid the extent possible, the economic, business and other purposes of the void or unenforceable provision as may be possible and be valid and enforceableprovisions.
Appears in 5 contracts
Sources: Merger Agreement (ACELYRIN, Inc.), Merger Agreement (Absci Corp), Registration Rights Agreement (Relay Therapeutics, Inc.)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. Exhibit A — Form of Warrant Certificate Exhibit B — Private Placement Warrants Legend
Appears in 5 contracts
Sources: Warrant Agreement (Vine Hill Capital Investment Corp. II), Warrant Agreement (Vine Hill Capital Investment Corp. II), Warrant Agreement (Vine Hill Capital Investment Corp.)
Severability. This Agreement Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
Appears in 5 contracts
Sources: Warrant Agreement (Glori Energy Inc.), Warrant Agreement (Glori Acquisition Corp.), Warrant Agreement (Infinity Cross Border Acquisition Corp)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be that is also valid and enforceable.
Appears in 5 contracts
Sources: Warrant Agreement (NXT-Id, Inc.), Warrant Agreement (NXT-Id, Inc.), Warrant Agency Agreement (Genspera Inc)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
Appears in 5 contracts
Sources: Purchase Agreement (Warning Management Services Inc), Purchase Agreement (Tradeshow Products, Inc.), Purchase Agreement (Clearpoint Business Resources, Inc)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. Exhibit A Form of Warrant Certificate Exhibit B Legend — Warrants
Appears in 5 contracts
Sources: Warrant Agreement (U.S. Well Services, Inc.), Warrant Agreement (U.S. Well Services, Inc.), Warrant Agreement (Crestview Partners III GP, L.P.)
Severability. This The provisions of this Agreement shall be deemed severable, severable and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of the other provisions hereof. Upon any other determination that any term or other provision hereof. Furthermoreof this Agreement, in lieu of or the application thereof to any such invalid Person or unenforceable term any circumstance, is invalid, illegal or provisionunenforceable, the parties hereto intend that there shall be added as a part of negotiate in good faith to modify this Agreement a provision so as similar to effect the original intent of the parties as closely as possible in terms an acceptable manner to such invalid or unenforceable provision as may be possible and be valid and enforceablethe end that transactions contemplated hereby are fulfilled to the extent possible.
Appears in 5 contracts
Sources: Merger Agreement (Intermix Media, Inc.), Merger Agreement (Novartis Ag), Merger Agreement (Eon Labs Inc)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. Exhibit A Legend — Private Placement Warrants Exhibit B Form of Warrant Certificate
Appears in 5 contracts
Sources: Warrant Agreement (One Madison Corp), Warrant Agreement (One Madison Corp), Warrant Agreement (CF Corp)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of If any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such shall be determined to be invalid or unenforceable term or provisionunder Applicable Law, such provision shall be deemed severed from this Agreement, and a reasonable valid provision to be mutually agreed upon shall be substituted. In the event that no reasonable valid provision can be so substituted, the parties hereto intend that there shall be added as a part remaining provisions of this Agreement shall remain in full force and effect, and shall be construed and interpreted in a provision manner that corresponds as similar far as possible with the intentions of the Parties as expressed in terms to such invalid or unenforceable provision as may be possible and be valid and enforceablethis Agreement.
Appears in 4 contracts
Sources: Branding Agreement, License Agreement (Two Way Tv Us Inc), Branding Agreement (Two Way Tv Us Inc)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable..
Appears in 4 contracts
Sources: Warrant Agreement (Chardan NexTech Acquisition 2 Corp.), Warrant Agreement (Alpha Tau Medical Ltd.), Warrant Agreement (ITHAX Acquisition Corp.)
Severability. This Agreement shall be deemed severable, and a determination by a court or other legal authority that any provision that is not of the invalidity or unenforceability essence of any term or provision hereof this Agreement is legally invalid shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, the Parties shall cooperate in lieu of good faith to substitute (or cause such court or other legal authority to substitute) for any such provision so held to be invalid or unenforceable term or a valid provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar alike in terms substance to such invalid or unenforceable provision as may be possible and be valid and enforceable.
Appears in 4 contracts
Sources: Company Support Agreement (Classover Holdings, Inc.), Company Support Agreement (Classover Holdings, Inc.), Company Support Agreement (Battery Future Acquisition Corp.)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereofhereof or thereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
Appears in 4 contracts
Sources: Warrant Agreement (Cazador Acquisition Corp Ltd.), Warrant Agreement (Cazador Acquisition Corp Ltd.), Warrant Agreement (Cazador Acquisition Corp Ltd.)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. Exhibit A Form of Warrant Certificate Exhibit B Legend — Placement Warrants
Appears in 4 contracts
Sources: Warrant Agreement (BGS Acquisition Corp.), Warrant Agreement (BGS Acquisition Corp.), Warrant Agreement (BGS Acquisition Corp.)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. METAL SKY STAR ACQUISITION CORPORATION WARRANT AGREEMENT SIGNATURE PAGE
Appears in 4 contracts
Sources: Warrant Agreement (Metal Sky Star Acquisition Corp), Warrant Agreement (Metal Sky Star Acquisition Corp), Warrant Agreement (Metal Sky Star Acquisition Corp)
Severability. This The terms and provisions of this Agreement shall be deemed severable, and severable in the invalidity or unenforceability event that a Court of competent jurisdiction rules that any term or provision hereof shall not affect is either unenforceable or invalid. Each Party agrees that the validity unenforceability or enforceability invalidity of any one or more of the terms or provisions of this Agreement shall not render any of the other terms or of any other provisions hereof unenforceable or invalid and that this Agreement shall be construed as if such unenforceable or invalid term or provision hereof. Furthermorewas, in lieu to the extent of any such invalid unenforceability or unenforceable term or provisioninvalidity, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceablenot contained herein.
Appears in 4 contracts
Sources: Royalty Agreement, Royalty Agreement (Paramount Energy Trust), Royalty Agreement (Paramount Energy Trust)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. Exhibit A: Form of Warrant Certificate
Appears in 4 contracts
Sources: Warrant Agreement (LF Capital Acquisition Corp. II), Warrant Agreement (LF Capital Acquisition Corp. II), Warrant Agreement (LF Capital Acquisition Corp. II)
Severability. This Agreement shall be deemed severable, and the The invalidity or unenforceability of any term or provision hereof of this Agreement shall not affect the validity other provisions hereof, and the Agreement shall be construed in all respects as if such invalid or enforceability unenforceable provisions were omitted. Furthermore, upon the request of any party hereto, the parties to this Agreement or of any other term or provision hereof. Furthermoreshall add, in lieu of any such invalid or unenforceable term or provisionprovisions, the parties hereto intend that there shall be added as a part of this Agreement a provision provisions as similar in terms to such invalid or unenforceable provision provisions as may be possible and be legal, valid and enforceable.
Appears in 4 contracts
Sources: Contribution and Exchange Agreement (Monte Rosa Therapeutics, Inc.), Contribution and Exchange Agreement (Monte Rosa Therapeutics, Inc.), Contribution and Share Exchange Agreement (RMS Limited Partnership)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. [Remainder of page intentionally left blank.]
Appears in 4 contracts
Sources: Warrant Agreement (International Brands Management Group LTD), Warrant Agreement (International Brands Management Group LTD), Warrant Agreement (International Brands Management Group LTD)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of this Agreement or any other term or provision condition hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend agree that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
Appears in 4 contracts
Sources: Termination and Settlement Agreement (Iconix Brand Group, Inc.), Advisory Agreement (Iconix Brand Group, Inc.), Purchase and Sale Agreement (Iconix Brand Group, Inc.)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.. Exhibit A—Form of Warrant Certificate
Appears in 3 contracts
Sources: Warrant Agreement (ALSP Orchid Acquisition Corp I), Warrant Agreement (ALSP Orchid Acquisition Corp I), Warrant Agreement (ALSP Orchid Acquisition Corp I)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and to be valid and enforceable.
Appears in 3 contracts
Sources: Share Purchase Agreement (Sibannac, Inc.), Share Exchange Agreement (Boon Industries, Inc.), Share Exchange Agreement (Boon Industries, Inc.)
Severability. This If any provision of this Agreement is invalid, unenforceable or prohibited by law, this Agreement shall be deemed severableconsidered divisible as to such provision and such provision, shall be inoperative and shall not be part of the consideration moving from either Party hereto to the other, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability remainder of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added valid, binding and of like effect as a part of this Agreement a though such provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceablewas not included herein.
Appears in 3 contracts
Sources: Loan Agreement, Loan Agreement, Share Transfer Agreement (Teletech Holdings Inc)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of If any term or provision hereof shall not affect the validity or enforceability of this Agreement is ------------ invalid or of unenforceable for any other reason, the term or provision hereofshall be adjusted rather than voided, if possible, to achieve the intent of the parties to extent possible. FurthermoreIf not possible, in lieu of any such invalid or unenforceable then the term or provision, the parties hereto intend that there provision shall be added as a part of severed from this Agreement a provision as similar in and void ab initio. In any event, all other terms to such invalid or unenforceable provision as may and provisions shall not be possible affected thereby and shall be deemed valid and enforceableenforceable to the maximum extent possible.
Appears in 3 contracts
Sources: License and Distribution Agreement (Altiris Inc), License and Distribution Agreement (Altiris Inc), License and Distribution Agreement (Altiris Inc)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or any Terms Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
Appears in 3 contracts
Sources: Sales Agency Financing Agreement (Eastgroup Properties Inc), Sales Agency Financing Agreement (Eastgroup Properties Inc), Sales Agency Financing Agreement (Eastgroup Properties Inc)
Severability. This Agreement shall be deemed severable, and ; the invalidity or unenforceability of any term or provision hereof of this Agreement shall not affect the validity or enforceability of the balance of this Agreement or of any other term or provision hereof, which shall remain in full force and effect. Furthermore, in lieu If of any such of the provisions hereof are determined to be invalid or unenforceable term or provisionunenforceable, the parties hereto intend that there shall be added as a part of negotiate in good faith to modify this Agreement a provision so as similar in terms to such invalid or unenforceable provision affect the original intent of the parties as may be possible and be valid and enforceableclosely as possible.
Appears in 3 contracts
Sources: Merger Agreement, Agreement and Plan of Merger (Pixar \Ca\), Merger Agreement (Walt Disney Co/)
Severability. This Agreement shall be deemed severable, and the The invalidity or unenforceability of any term or provision hereof of this AGREEMENT shall not affect the validity or enforceability of this Agreement or of on any other term or provision hereof. Furthermore, in lieu If any part of any such this AGREEMENT shall be found invalid or unenforceable term or provisionfor any reason, the parties hereto intend that there shall be added as a part remainder of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and AGREEMENT shall be valid and enforceableenforceable as if such provision had not been included therein. A provision, which is legally possible and comes nearest to the intentions of the PARTIES, shall substitute such provision.
Appears in 3 contracts
Sources: Accessory Agreement, Accessory Agreement, Accessory Agreement
Severability. This All of the terms, provisions, and conditions of this Agreement shall be deemed severableto be severable in nature. If for any reason the provisions hereof are held to be invalid or unenforceable to any extent, then, to the extent that such provisions are valid and the invalidity or unenforceability enforceable, a court of any term or provision hereof competent jurisdiction shall not affect the construe and interpret this Agreement to provide for maximum validity or and enforceability of this Agreement or of any other term or provision hereofAgreement. FurthermoreFurther, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may not be possible and be valid and enforceableconstrued against the drafting party.
Appears in 3 contracts
Sources: Permissive Use Agreement, Permissive Use Agreement, Permissive Use Agreement
Severability. This Agreement shall be deemed severable, and the illegality, invalidity or unenforceability of any term or provision hereof shall not affect the legality, validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such illegal, invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be that is legal, valid and enforceable.
Appears in 3 contracts
Sources: Registration Rights Agreement (YD Biopharma LTD), Registration Rights Agreement (Breeze Holdings Acquisition Corp.), Registration Rights Agreement (Breeze Holdings Acquisition Corp.)
Severability. This All provisions and terms of this Agreement shall be deemed are severable, and the . The invalidity or unenforceability of any term particular provision(s) or provision hereof term(s) of this Agreement shall not affect the validity or enforceability of this Agreement the other provisions, and such other provisions shall be enforceable in law or of any other term or provision hereof. Furthermore, equity in lieu of any all respects as if such particular invalid or unenforceable term provision(s) or provisionterm(s) were omitted. Notwithstanding the foregoing, the parties hereto intend that there shall be added as a part language of all parts of this Agreement shall, in all cases, be construed as a provision as similar in terms whole, according to such invalid its fair meaning, and not strictly for or unenforceable provision as may be possible and be valid and enforceableagainst any of the parties.
Appears in 3 contracts
Sources: Employment Agreement (Magellan Petroleum Corp /De/), Employment Agreement (Magellan Petroleum Corp /De/), Employment Agreement (Magellan Petroleum Corp /De/)