Voidability Clause Samples

Voidability. If prior to the execution hereof, the Board of Directors of the Company shall not have duly and validly authorized and approved by all necessary corporate action the acquisition of Common Stock by Buyer and the other transactions contemplated by this Agreement and the Merger Agreement, so that by the execution and delivery hereof (a) Buyer would become, or could reasonably be expected to become, an "Interested shareholder" with whom the Company would be prevented for any period pursuant to Section 607.0901 of the Corporation Law from engaging in any "Affiliated transaction" (as such terms are defined in Section 607.0901 of the Corporation Law) or (b) Section 607.0902 of the Corporation Law would be violated, then this Agreement shall be void and unenforceable until such time as such authorization and approval shall have been duly and validly obtained.

Voidability. If prior to the execution hereof, the board of directors of the Company shall not have duly and validly authorized and approved by all necessary corporate action the acquisition of Company Common Stock by Parent and Purchaser and the other transactions contemplated by this Agreement and the Merger Agreement, so that by the execution and delivery hereof Parent or Purchaser would become, or could reasonably be expected to become, an "interested stockholder" with whom the Company would be prevented for any period pursuant to Section 203 of the Delaware General Corporation Law from engaging in any "affiliated transaction" (as such terms are defined in Section 203 of the Delaware General Corporation Law), then this Agreement shall be void and unenforceable until such time as such authorization and approval shall have been duly and validly obtained.

Voidability. If prior to the execution hereof, the Board of Directors of the Company shall not have duly and validly authorized and approved by all necessary corporate action, this Agreement, the Merger Agreement and the transactions contemplated hereby and thereby, so that by the execution and delivery hereof Parent or Sub would become, or could reasonably be expected to become an "interested stockholder" with whom the Company would be prevented for any period pursuant to Section 203 of the DGCL from engaging in any "business combination" (as such terms are defined in Section 203 of the DGCL), then this Agreement shall be void and unenforceable until such time as such authorization and approval shall have been duly and validly obtained.

Voidability. If prior to the execution hereof, the Board of Directors of Company shall not have duly and validly authorized and approved by all necessary corporate action, the Acquisition Agreement and transactions contemplated hereby and thereby, so that by the execution and delivery hereof Purchaser would become, or could reasonably be expected to become subject to any restrictive provision of any applicable “fair price,” “moratorium,” “control share acquisition,” “interested shareholder” or other similar anti-takeover Law, then this Agreement shall be void and unenforceable until such time as such authorization and approval shall have been duly and validly obtained.

Voidability. 14.1 If any of the provisions of the Agreement (including these Terms and Conditions) is null and void (nietig) or is declared null and void (vernietigd), it shall be without prejudice to the legal effect of the other provisions.

Voidability. The transfers of Conveyed Property made hereunder were not made for or on account of an antecedent debt. No transfer by CAC of any Conveyed Property hereunder is or may be voidable under any section of the Bankruptcy Code.

Voidability. If prior to the execution hereof, the Board of Directors of the Company shall not have duly and validly authorized and approved this Agreement, the Merger Agreement and the transactions contemplated hereby and thereby, so that the execution and delivery hereof by Parent, US Parent or Purchaser would trigger the provisions of Section 203 of the Delaware General Corporation Law (the "DGCL"), then this Agreement shall be void and unenforceable until such time as such authorization and approval shall have been duly and validly obtained.

Voidability. Notwithstanding any other provision in this Section 3, the Company reserves the right to treat as void any transfer of Securities which the Company reasonably believes to be unlawful or fraudulent for any reason, including based on a transfer of SITs, which the Company reserves the right to reissue in such cases.

Voidability. If prior to the execution hereof, the Board of Directors ----------- of Parent shall not have duly and validly authorized and approved by all necessary corporate action the Merger Agreement and the transactions contemplated thereby, so that by the execution and delivery hereof the Company would become, or could reasonably be expected to become, an "interested stockholder" with whom Parent would be prevented for any period pursuant to Section 203 of the DGCL from engaging in any "business combination" (as such terms are defined in Section 203 of the DGCL), then this Agreement shall be void and unenforceable until such time as such authorization and approval shall have been duly and validly obtained.