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 2971 contracts
Samples: Warrant Agreement (Mission Space Acquisition Corp.), Warrant Agreement (Nuvation Bio Inc.), Warrant Purchase Agreement (OSN Streaming 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 that is valid and enforceable.
Appears in 1911 contracts
Samples: Form of Registration Rights Agreement (OneMedNet Corp), Form of Registration Rights Agreement (OneMedNet Corp), Form of Registration Rights Agreement (Cartesian Growth 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 Exhibit B Legend — Private Placement Warrants
Appears in 607 contracts
Samples: Warrant Agreement (GP-Act III Acquisition Corp.), Warrant Agreement (Gores Holdings II, Inc.), Warrant Agreement (Fortress Value Acquisition Corp. IV)
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 566 contracts
Samples: Letter Agreement (Platinum Eagle Acquisition Corp.), Letter Agreement (Trinity Acquisition Corp.), Letter Agreement (Acamar Partners Acquisition Corp. II)
Severability. This Warrant 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 Warrant Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
Appears in 487 contracts
Samples: New Warrant Agency Agreement (Skyline Medical Inc.), Warrant Agreement (Jensyn Acquisition Corp.), Warrant Agency Agreement (Atossa Genetics 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 so as to be valid and enforceable.
Appears in 193 contracts
Samples: Share Exchange Agreement (USA Therapy Inc), Share Exchange Agreement (Virtual Closet, Inc.), Stock Exchange Agreement (Sipup 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 163 contracts
Samples: Warrant Agreement (POEMA Global Holdings Corp.), Warrant Agreement (TZP Strategies Acquisition Corp.), Warrant Agreement (Peridot 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 127 contracts
Samples: Warrant Agreement (CE Energy Acquisition Corp.), Warrant Agreement (CM Life Sciences III Inc.), Warrant Agreement (Aries I 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 121 contracts
Samples: Warrant Agreement (N2 Acquisition Holdings Corp.), Warrant Agreement (Home Plate Acquisition Corp), Warrant Agreement (Cerberus Telecom 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 Exhibit B — Legend
Appears in 79 contracts
Samples: Warrant Agreement (Warrior Technologies Acquisition Co), Warrant Agreement (LDH Growth Corp I), Warrant Agreement (Belong Acquisition Corp.)
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 66 contracts
Samples: Restricted Stock Unit Award Agreement (Mobivity Holdings Corp.), Restricted Stock Unit Award Agreement (Mobivity Holdings Corp.), Incentive Compensation Plan (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 48 contracts
Samples: Warrant Agreement (TLGY Acquisition Corp), Warrant Agreement (Avista Healthcare Public Acquisition Corp.), Warrant Agreement (TLGY 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
Samples: Warrant Agreement (Mercato Partners Acquisition Corp), Warrant Agreement (Longview Acquisition Corp. II), Warrant Agreement (Thunder Bridge Acquisition 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 42 contracts
Samples: Warrant Agreement (Boulevard Acquisition Corp. Ii), Warrant Agreement (Eagle Acquisition Corp.), Warrant Agreement (WL Ross Holding 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
Samples: Warrant Clarification Agreement (Chardan South China Acquisition Corp), Warrant Clarification and Confirmation Agreement (Platinum Energy Resources Inc), Warrant Clarification Agreement (Ithaka Acquisition Corp)
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 36 contracts
Samples: Rights Agreement (Springwater Special Situations Corp.), Rights Agreement (E-Compass Acquisition Corp.), Rights Agreement (Andina Acquisition Corp. III)
Severability. This Agreement shall Every provision of this agreement is intended to be deemed severable, and the invalidity or unenforceability of . If any term or provision hereof is illegal, invalid or unenforceable for any reason whatsoever, that term or provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and such illegality, invalidity or unenforceability shall not affect the validity or enforceability legality of the remainder of this Agreement or agreement. If necessary to effect the intent of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provisionthe parties, the parties hereto intend that there shall be added will negotiate in good faith to amend this agreement to replace the unenforceable language with enforceable language which as a part of this Agreement a provision closely as similar in terms to possible reflects such invalid or unenforceable provision as may be possible and be valid and enforceableintent.
Appears in 32 contracts
Samples: Sprint PCS Management Agreement (Us Unwired Inc), License Agreement (Horizon PCS Inc), License Agreement (Unwired Telecom 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 effect the original intent of the parties as may be possible and be valid and enforceableclosely as possible.
Appears in 28 contracts
Samples: Agreement and Plan of Merger (United Online Inc), Agreement and Plan of Merger (Enterprise Acquisition Corp.), Agreement and Plan of Merger (Icos 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 28 contracts
Samples: Public Warrant Agreement (Decarbonization Plus Acquisition Corp V), Warrant Agreement (TradeUP 88 Corp.), Public Warrant Agreement (C&W 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 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 27 contracts
Samples: Warrant Agreement (Leo Holdings Corp.), Warrant Agreement (Regalwood Global Energy Ltd.), Warrant Agreement (Leo Holdings 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 27 contracts
Samples: Warrant Agreement (Delphi Growth Capital Corp.), Warrant Agreement (FG Merger Corp.), Warrant Agreement (FG Merger 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 — Placement Warrants and Loan Warrants
Appears in 24 contracts
Samples: Warrant Agreement (Ftac Zeus Acquisition Corp.), Warrant Agreement (New Starship Parent, Inc.), Warrant Agreement (Fintech Acquisition Corp Vi)
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 23 contracts
Samples: Private Warrant Agreement (Growth for Good Acquisition Corp), Warrant Agreement (Spring Valley Acquisition Corp. II), Warrant Agreement (Athena Consumer 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 23 contracts
Samples: 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.. Exhibit A – Form of Warrant Certificate Exhibit B – Legend [Signature Page Follows]
Appears in 23 contracts
Samples: Warrant Agreement (Sandbridge Acquisition Corp), Warrant Agreement (Climate Change Crisis Real Impact I Acquisition Corp), Warrant Agreement (Sandbridge X2 Corp)
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any Any term or provision hereof shall not affect the validity or enforceability of this Agreement (or of part thereof) that renders such term or provision (or part thereof) or any other term or provision hereof. Furthermore, in lieu of any such (or part thereof) hereof invalid or unenforceable in any respect shall be severable and shall be modified or severed to the extent necessary to avoid rendering such term or provisionprovision (or part thereof) invalid or unenforceable, the parties hereto intend that there and such modification or severance shall be added as a part accomplished in the manner that most nearly preserves the benefit of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceablethe Parties’ bargain hereunder.
Appears in 22 contracts
Samples: Separation and Consulting Agreement (DocGo Inc.), Transition Services and Separation Agreement (Excelerate Energy, Inc.), Separation and Consulting Agreement (Aeglea BioTherapeutics, Inc.)
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
Samples: Employment and Non Competition Agreement (Powersecure International, Inc.), Employment and Non Competition Agreement (Metretek Technologies Inc), Employment and Non Competition Agreement (Powersecure International, Inc.)
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 20 contracts
Samples: Merger Agreement (Viveon Health Acquisition Corp.), Registration Rights Agreement (Viveon Health Acquisition Corp.), Registration Rights Agreement (Viveon Health Acquisition 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 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
Samples: Voting and Support Agreement (Capitol Acquisition Corp), Agreement and Plan of Merger (Solexa, Inc.), Agreement and Plan of Merger (Illumina 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 18 contracts
Samples: Employment Agreement (Allscripts Healthcare Solutions, Inc.), Employment Agreement (Allscripts Healthcare Solutions Inc), Employment Agreement (Summit Healthcare REIT, Inc)
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
Samples: Restricted Stock Bonus Agreement (Openwave Systems Inc), Performance Unit Agreement (JER Investors Trust Inc), Restricted Stock Bonus Agreement (Openwave Systems 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
Samples: Shareholders’ Agreement (Lakes Entertainment Inc), Voting Agreement (Key Colony Fund Lp), Stockholder Agreement (Dasan Zhone 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 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
Samples: Investor Rights Agreement (Lanvin Group Holdings LTD), Investor Rights Agreement (APRINOIA Therapeutics 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
Appears in 15 contracts
Samples: Warrant Agreement (Banner Acquisition Corp.), Warrant Agreement (FG Merger III Corp.), Warrant Agreement (Banner 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 15 contracts
Samples: Warrant Agreement (Janus International Group, Inc.), Warrant Agreement (Wallbox N.V.), Public Warrant Agreement (SilverBox Corp III)
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
Samples: Restricted Share Unit Agreement (Endurance Specialty Holdings LTD), Restricted Share Unit Agreement (Endurance Specialty Holdings LTD), 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 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
Samples: Warrant Agreement (USHG Acquisition Corp.), Warrant Agreement (ProFrac Holding Corp.), Warrant Agreement (Nikola 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 be valid and enforceable.
Appears in 14 contracts
Samples: Asset and Share Purchase Agreement (CALGON CARBON Corp), Share Purchase Agreement (Chipmos Technologies Bermuda LTD), Asset and Share Purchase Agreement (CALGON CARBON 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 — Private Placement Warrants Exhibit B: Form of Warrant Certificate
Appears in 13 contracts
Samples: Warrant Agreement (Artius Acquisition Inc.), Warrant Agreement (Platinum Eagle Acquisition Corp.), Warrant Agreement (Artius Acquisition Inc.)
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
Samples: Change in Control Agreement (Superior Group of Companies, Inc.), Severance Protection Agreement (Superior Uniform Group Inc), Change in Control Agreement (Superior Group of Companies, Inc.)
Severability. This The terms and conditions stated herein are declared to be severable. If any paragraph, provision, or clause in this Agreement shall be deemed severablefound or be held to be invalid or unenforceable in any jurisdiction in which this Agreement is being performed, 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 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 and the parties shall use good faith to negotiate a substitute, valid and enforceable provision which most nearly effects the parties’ intent in entering into this Agreement.
Appears in 12 contracts
Samples: Confidential Patent Purchase Agreement (Spiral Energy Tech., Inc.), Confidential Patent Purchase Agreement (Spherix Inc), Confidential BTC Lending Program Participation Agreement (Sport Endurance, 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
Samples: Warrant Agreement (Apollo Strategic Growth Capital II), Warrant Agreement (Monument Circle Acquisition Corp.), Warrant Agreement (Monument Circle 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 Legend Exhibit B Form of Warrant Certificate
Appears in 12 contracts
Samples: Warrant Agreement (SilverBox Corp III), Private Warrant Agreement (SilverBox Engaged Corp II), Warrant Agreement (Magnum Opus Acquisition LTD)
Severability. This The provisions of this Agreement shall will be deemed severable, severable and the invalidity or unenforceability of any term or provision hereof shall will not affect the validity or enforceability of the other provisions hereof; provided, that if any provision of this Agreement Agreement, as applied to any party or of to any other term or provision hereof. Furthermorecircumstance, is judicially determined not to be enforceable in lieu of any such invalid or unenforceable term or provisionaccordance with its terms, the parties hereto intend agree that there shall the court judicially making such determination may modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its modified form, such provision will then be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may enforceable and will be possible and be valid and enforceableenforced.
Appears in 11 contracts
Samples: Registration Rights Agreement (AEON Biopharma, Inc.), Registration Rights Agreement (Satelites Mexicanos Sa De Cv), Registration Rights Agreement (AEON Biopharma, 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 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 11 contracts
Samples: Museum Registry Agreement, Sponsorship Agreement, Aero TLD Sponsorship Registry 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 — Private Placement Warrants
Appears in 11 contracts
Samples: Warrant Agreement (Avalon Acquisition Inc.), Private Placement Warrants Purchase Agreement (Avalon Acquisition Inc.), Warrant Agreement (Mudrick Capital Acquisition Corp. II)
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
Samples: Restricted Stock Agreement (American Capital Agency Corp), Restricted Stock Agreement (American Capital Mortgage Investment Corp.), Restricted Stock Agreement (American Capital Agency Corp)
Severability. This If any provision of this Agreement is invalid, unenforceable or prohibited by Applicable 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 10 contracts
Samples: Collaboration Agreement (Energtek), Share Purchase Agreement (General Atlantic LLC), Share Purchase Agreement (Igate 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 10 contracts
Samples: Warrant Agreement (Cascade Acquisition Corp), Warrant Agreement (Spindletop Health Acquisition Corp.), Warrant Agreement (Vahanna Tech Edge Acquisition I 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 10 contracts
Samples: Purchase Agreement (Noble Energy Inc), Unit Exchange Agreement (Vanguard Natural Resources, LLC), Farmout Agreement (Alamo Energy 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, 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
Samples: Registration Rights Agreement (Senior Housing Properties Trust), Registration Rights Agreement (Staffmark Holdings, Inc.), Registration Rights Agreement (Compass Diversified Holdings)
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 9 contracts
Samples: Second Amended And (Incoming,Inc.), Option Exchange Agreement (RetinalGenix Technologies Inc.), Exchange Agreement (Incoming,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 9 contracts
Samples: Warrant Agreement (Southport Acquisition Corp), Warrant Agreement (Oyster Enterprises Acquisition Corp.), Warrant Agreement (Southport 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 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
Samples: Transition Services Agreement (Zedge, Inc.), Master Services Agreement (CTM Media Holdings, Inc.), Transition Services Agreement (Zedge, Inc.)
Severability. This The provisions of this Agreement shall will be deemed severable, severable and the invalidity or unenforceability of any term or provision hereof shall will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement Agreement, as applied to any party or of to any other term or provision hereof. Furthermorecircumstance, is judicially determined not to be enforceable in lieu of any such invalid or unenforceable term or provisionaccordance with its terms, the parties hereto intend court judicially making such determination may modify the provision in a manner consistent with its objectives such that there shall it is enforceable, and/or to delete specific words or phrases, and in its modified form, such provision will then be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may enforceable and will be possible and be valid and enforceableenforced.
Appears in 8 contracts
Samples: Limited Liability Company Agreement (Clear Channel Identity, Inc.), Limited Liability Company Agreement (Resolute Energy Corp), Limited Liability Company Agreement (Alterra Finance LLC)
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 document continued on next page]
Appears in 8 contracts
Samples: Warrant Agreement (RAI Acquisition Corp.), Form of Warrant Agreement (New York Residential, Inc.), Warrant Agreement (K Road 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 [Signature Page Follows]
Appears in 8 contracts
Samples: Public Warrant Agreement (Churchill Capital Corp IX/Cayman), Warrant Agreement (Agriculture & Natural Solutions Acquisition Corp), Warrant Agreement (TradeUP Acquisition 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
Samples: 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 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
Samples: Idr Purchase Agreement (CrossAmerica Partners LP), Idr Purchase Agreement (CST Brands, Inc.), Gp Purchase Agreement (CST Brands, 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
Samples: Unit Purchase Option Clarification Agreement (Jaguar Acquisition Corp.), Unit Purchase Option Clarification Agreement (Great Wall Acquisition Corp), Unit Purchase Option Clarification Agreement (Argyle Security 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 [Signature Page Follows]
Appears in 7 contracts
Samples: Warrant Agreement (Tuatara Capital Acquisition Corp), Warrant Agreement (Silver Spike 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, so as to effect the original intent of the parties to the greatest extent possible.
Appears in 7 contracts
Samples: Transition Services Agreement (Centerpulse LTD), Master Services Agreement (Idt Spectrum, Inc.), Master Services Agreement (Idt Spectrum, 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 7 contracts
Samples: Warrant Agreement (Sound Point Acquisition Corp I, LTD), Warrant Agreement (Aimfinity Investment Corp. I), Form of 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.. Exhibit A Form of Warrant Certificate Exhibit B Legend — Private Warrants
Appears in 6 contracts
Samples: Warrant Agreement (Mason Industrial Technology, Inc.), Warrant Agreement (Mason Industrial Technology, Inc.), Warrant Agreement (Far Point Acquisition 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
Samples: Voting Agreement (Fund Holdings, LLC), Voting Agreement (GFInet Inc.), Voting Agreement (GFInet 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
Samples: Warrant Agreement (Dorchester Capital Acquisition Corp.), Warrant Agreement (Black Mountain Acquisition Corp.), Warrant Agreement (Black Mountain 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 6 contracts
Samples: Warrant Agreement (Sound Point Acquisition Corp I, LTD), Warrant Agreement (Independence Holdings Corp.), Warrant Agreement (Moose Pond Acquisition Corp, NCV I)
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
Samples: Agreement and Plan of Merger (Monsanto Co /New/), Agreement and Plan of Merger (Savia Sa De Cv), Agreement and Plan of Merger (Southern Peru Copper 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 6 contracts
Samples: Warrant Agreement (2020 ChinaCap Acquirco, Inc.), Warrant Agreement (2020 ChinaCap Acquirco, Inc.), Warrant Agreement (2020 ChinaCap Acquirco, Inc.)
Severability. This Any term or provision of this Agreement which is held to be invalid or unenforceable in a court of competent jurisdiction shall be deemed severable, and ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement. Upon such a determination, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties hereto as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the fullest extent possible. If any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or is so broad as to be unenforceable, such provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added interpreted to be only so broad 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 is enforceable.
Appears in 6 contracts
Samples: Director Nomination Agreement (Crestwood Equity Partners LP), Agreement and Plan of Merger (Crestwood Equity Partners LP), Agreement and Plan of Merger (Oasis Midstream 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 - Private Placement Warrants
Appears in 6 contracts
Samples: Warrant Agreement (Tastemaker Acquisition Corp.), Warrant Agreement (Clarim Acquisition Corp.), Warrant Agreement (Clarim 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 Legend Exhibit B Form of Warrant Certificate [Signature Page Follows]
Appears in 6 contracts
Samples: Warrant Agreement (Black Spade Acquisition Co), Warrant Agreement (Black Spade Acquisition Co), Warrant Agreement (Black Spade Acquisition 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 be valid and enforceable.. Exhibit A Legend — Private Placement Warrants Exhibit B Form of Warrant Certificate
Appears in 5 contracts
Samples: Warrant Agreement (CF Corp), Form of Warrant Agreement (CF Corp), Warrant Agreement (One Madison 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 5 contracts
Samples: Purchase Agreement (Warning Management Services Inc), Purchase Agreement (Tradeshow Products, Inc.), Purchase Agreement (Clearpoint Business Resources, Inc)
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
Samples: Agreement and Plan of Merger (Novartis Ag), Agreement and Plan of Merger (Eon Labs Inc), Agreement and Plan of Merger (Intermix Media, 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, so as to effect the original intent of the parties to the greatest extent possible.
Appears in 5 contracts
Samples: Share Purchase Agreement (Tiger Telematics Inc), Stock Purchase Agreement (Iesi Corp), Stock Purchase Agreement (Valassis Communications Inc)
Severability. This The provisions of this Agreement shall be deemed severable, and if any portion shall be held invalid, illegal or enforceable for any reason, the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability remainder of this Agreement or shall be effective and binding upon the parties provided that the substance of any other term or provision hereofthe economic relationship created by this Agreement remains materially unchanged. Furthermore, in lieu of any such each illegal, invalid or unenforceable term or provisionprovision of this Agreement, the parties hereto intend that there shall be added automatically 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 legal, valid and enforceable.
Appears in 5 contracts
Samples: Employment Agreement (U S Remodelers Inc), Employment Agreement (U S Remodelers Inc), Employment Agreement (U S Remodelers Inc)
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
Samples: Warrant Agreement (Glori Acquisition Corp.), Warrant Agreement (Glori Energy Inc.), 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 valid and enforceable.. Exhibit A Form of Warrant Certificate Exhibit B Legend — Warrants
Appears in 5 contracts
Samples: Warrant Agreement (U.S. Well Services, Inc.), Purchase Agreement (U.S. Well Services, Inc.), Warrant Agreement (U.S. Well Services, 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.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Bruker Corp), Securities Purchase Agreement (Heico Corp), Sponsor Forfeiture Agreement (Rubicon Technologies, 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 that is also valid and enforceable.
Appears in 5 contracts
Samples: Form of Warrant Agreement (Galectin Therapeutics Inc), Warrant Agreement (NXT-Id, Inc.), Form of Warrant Agreement (CNS Response, 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 — Sponsor’s Warrants
Appears in 5 contracts
Samples: Warrant Agreement (Hennessy Capital Acquisition Corp. III), Warrant Agreement (Hennessy Capital Acquisition Corp. III), Warrant Agreement (Hennessy Capital Acquisition Corp. III)
Severability. This Agreement shall be deemed severable, and the The invalidity or unenforceability of any term or particular provision hereof of this Agreement shall not affect the validity or enforceability of other provisions hereof, and 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 construed in all respects as a part of this Agreement a provision as similar in terms to if such invalid or unenforceable provision was omitted. In the case of any such invalidity or unenforceability, each of the parties hereto agrees to negotiate in good faith to amend this Agreement to replace such provision with a new legally valid and enforceable provision that gives effect to the original intent of the parties as may be closely as possible and be valid and enforceablein a mutually acceptable manner.
Appears in 4 contracts
Samples: Registration Rights Agreement (Vantage Drilling International), Registration Rights Agreement, Registration Rights 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. [Remainder of page intentionally left blank.]
Appears in 4 contracts
Samples: 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 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
Samples: 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 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
Samples: 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 if any term or provision hereof shall not affect the validity or enforceability of this Agreement is rendered or deemed void, unenforceable, or otherwise ineffective by operation of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provisionlaw, the parties hereto intend that there shall be added as a part other provisions of this Agreement a provision as similar shall not be affected and shall remain in terms full force and effect, and the Parties shall negotiate in good faith to replace such invalid illegal, void or unenforceable provision with a provision that corresponds as may be closely as possible and be valid and enforceableto the intentions of the Parties as expressed by such illegal, void or unenforceable provision.
Appears in 4 contracts
Samples: Confidentiality and Nondisclosure Agreement, Confidentiality and Nondisclosure Agreement, Confidentiality 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 Private Placement Warrants
Appears in 4 contracts
Samples: Warrant Agreement (SilverBox Engaged Corp II), Warrant Agreement (Silverbox Engaged Merger Corp I), Warrant Agreement (Nebula Caravel Acquisition Corp.)
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.. [signature page to UTXO Acquisition Inc. Rights Agreement]
Appears in 4 contracts
Samples: Rights Agreement (UTXO Acquisition Inc.), Rights Agreement (UTXO Acquisition Inc.), Rights Agreement (UTXO Acquisition 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 4 contracts
Samples: 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 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
Samples: Termination and Settlement Agreement (Iconix Brand Group, Inc.), 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 Exhibit B Legend — Placement Warrants
Appears in 4 contracts
Samples: 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.. [Signature Page Appears Next] Signature Page to Rights Agreement
Appears in 4 contracts
Samples: Form of Rights Agreement (Alpha Star Acquisition Corp), Form of Rights Agreement (Alpha Star Acquisition Corp), Form of Rights Agreement (Giant Oak 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
Samples: Warrant Agreement (Metal Sky Acquisition Corp), Warrant Agreement (Metal Sky Star Acquisition Corp), Warrant Agreement (Metal Sky Star 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 - Legend Exhibit B - Form of Warrant Certificate
Appears in 3 contracts
Samples: Warrant Agreement (Banner Acquisition Corp.), Warrant Agreement (Activate Permanent Capital Corp.), Warrant Agreement (Banner 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 3 contracts
Samples: Stock Purchase Agreement (Apollo Investment Fund Iv Lp), Stock Purchase Agreement (Apollo Investment Fund Iii Lp), Purchase Agreement (Us Search Corp Com)
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 3 contracts
Samples: Warrant Agreement (PowerUp Acquisition Corp.), Warrant Agreement (PowerUp Acquisition Corp.), Warrant Agreement (PowerUp 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.. Appendix A Exhibit A Form of Sponsor Warrant Certificate Exhibit B Restricted Legend
Appears in 3 contracts
Samples: Sponsor Warrant Agreement (Pershing Square SPARC Holdings, Ltd./De), Sponsor Warrant Agreement (Pershing Square Tontine Holdings, Ltd.), Sponsor Warrant Agreement (Pershing Square Tontine Holdings, 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..
Appears in 3 contracts
Samples: Warrant Agreement (ITHAX Acquisition Corp.), Warrant Agreement (Alpha Tau Medical Ltd.), Warrant Agreement (Impac Mortgage Holdings 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 to such invalid or unenforceable provision as may be possible and be valid and enforceablemutually acceptable manner.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Seminis Inc), Stock Purchase Agreement (Seminis Inc), Stock Purchase Agreement (Seminis Inc)
