Accession to Shareholders’ Agreement Sample Clauses

Accession to Shareholders’ Agreement. In the event that a transfer of Shares in the Company (or an issuance of Shares in the Company in the case of an additional capital increase) is intended to a person or to the benefit of a person which is not a Party to this Agreement, all Parties shall procure that, prior to or concurrently with, the relevant transfer becoming effective: (i) all obligations of the transferring Shareholder continue to be fulfilled after such transfer has been effected, and (ii) a person which as a result of the transfer becomes a shareholder of the Company accedes to this Agreement pursuant to Section 24.4 as ‘Shareholder’ and ‘Party’ unconditionally and without any restrictions and assumes any and all rights and obligations of the transferring Shareholder pursuant to this Agreement and consequently accepts as binding all declarations made by the transferring Shareholder in this Agreement. The foregoing shall not apply in the event that all Shares in the Company are transferred to a third party.
Sample 1
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Accession to Shareholders’ Agreement. 1.1. The New Shareholder confirms that it has been given and read a copy of the Shareholders Agreement and covenants and agrees with the Company (on its own behalf and separately as agent and trustee for each Shareholder) to comply with and be bound by the Shareholders Agreement as if it were named as a Shareholder under the Shareholders Agreement with effect from and including the Commencement Date. 1.2. The New Shareholder’s address for notices under the Shareholders Agreement is, initially, the address specified above.
Sample 1
Accession to Shareholders’ Agreement. Any transfer of Shares shall be subject to the agreement by the transferee of such Shares to be bound by all terms and conditions of this Agreement.
Sample 1

Related to Accession to Shareholders’ Agreement

  • Shareholders Agreement For so long as the ratio of the number of the Equity Securities owned by the Star Group on a fully diluted basis divided by the number of the Equity Securities owned by the Investor Group on a fully diluted basis is at least 0.6, the Guarantor may not take any of the actions set forth in schedule II of the Shareholders’ Agreement without the prior written approval of Star. For the purpose of this clause “on a fully diluted basis” means taking into account any shares issued or issuable under warrants, options and convertible instruments (or other equity equivalents).

  • Stockholders Agreement Investor and the other parties to the Stockholders Agreement shall have executed and delivered the Stockholders Agreement to the Company.

  • Shareholders Agreements Any agreement by and between the Shareholder and any Affiliate of the Company;

  • Securityholders Agreement The term "Securityholders Agreement" shall mean the Securityholders Agreement dated as of the Closing Date, among Dairy Holdings, Vestar, the Management Investors, and the other securityholders a party thereto, as it may be amended or supplemented thereafter from time to time.

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

  • Registration Rights Agreement and Escrow Agreement The parties have entered into the Registration Rights Agreement and the Escrow Agreement, each dated the date hereof.

  • Tax Matters Agreement If the Contributor (1) owns, directly or indirectly, an interest in any Contributed Property specified in the Tax Matters Agreement or (2) has any members that have been provided an opportunity to guarantee debt as set forth in the Tax Matters Agreement, the REIT and the Operating Partnership shall have entered into the Tax Matters Agreement substantially in the form attached as Exhibit D, if applicable.

  • Ratification of Partnership Agreement Except as expressly modified and amended herein, all of the terms and conditions of the Partnership Agreement shall remain in full force and effect.

  • Acknowledgment Regarding Investor’s Purchase of Shares The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length purchaser with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its respective representatives or agents in connection with the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Securities, and is not being relied on by the Company. The Company further represents to the Investor that the Company’s decision to enter into the Registered Offering Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

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