Accession to the Shareholders’ Agreement Sample Clauses

Accession to the Shareholders’ Agreement. The New Shareholder hereby fully accedes as a Party to the Shareholders’ Agreement as per the Acquisition Date and undertakes to be bound, in the same way as the Disponor, by the Shareholders’ Agreement with respect to the special binding characteristics and obligations existing with respect to the Shares disposed of to it (or him). In this respect, the New Shareholder will be subject, to the same extent as the Disponor, to any rights and obligations to which the Disponor is subject under the Shareholders’ Agreement.
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Accession to the Shareholders’ Agreement. The Existing Party 4 shall join the Shareholders’ Agreement as a party to the full extent as of the Acquisition Date with respect to the Shares and shall submit to the Shareholders’ Agreement in each case with regard to the special obligations with respect to the Shares sold to him/her as the Seller. Rights and obligations which affect the Seller under the Shareholders’ Agreement in this respect shall affect the Existing Party 4 to the same extent.
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Accession to the Shareholders’ Agreement. The New Shareholder hereby fully accedes as a Party to the Shareholders’ Agreement as per the Acquisition Date and undertakes to be bound, in the same way as the Disponor, by the Shareholders’ Agreement with respect to the special binding characteristics and obligations existing with respect to the Shares disposed of to it (or him). In this respect, the New Shareholder will be subject, to the same extent as the Disponor, to any rights and obligations to which the Disponor is subject under the Shareholders’ Agreement. 2nd Supplement to the Shareholders’ Agreement between Federal Investor, dievini, DH and DH-LT Execution Version
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Accession to the Shareholders’ Agreement. Magnetic Rock Investment AG, Xxxxxxxxxx Xxxxxxx, Xxxxxxx Xxxx-Xxxxxx and Xxxxxxx Xxxxxx hereby irrevocably and unconditionally accede to the existing Shareholders' Agreement in their capacity as Series A Investors with full rights and obligations. Magnetic Rock Investment AG, Xxxxxxxxxx Xxxxxxx, Xxxxxxx Xxxx-Xxxxxx and Xxxxxxx Xxxxxx hereby acknowledge and agree that they are in receipt of a full copy of the Shareholder's Agreement (a copy of the shareholders' agreement dated August 31, 2015 and a copy of the accession memorandum and amendment no. 1 to the shareholders' agreement dated February 2017) and have fully understood the content of the Shareholders' Agreement. Further, Magnetic Rock Investment AG, Xxxxxxxxxx Xxxxxxx, Xxxxxxx Xxxx-Xxxxxx and Xxxxxxx Xxxxxx hereby acknowledge and agree to be fully bound by and be entitled pursuant to the terms and conditions of the Shareholders' Agreement. Agreement 4/10
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Accession to the Shareholders’ Agreement. Notwithstanding any restrictions on the disposal of Shares under this Shareholders’ Agreement, all contracting Parties undertake to transfer their Shares (e.g. after termination of a trust agreement or upon intra group transfer) only to such person and/or legal entity who by written declaration towards the remaining parties undertake to enter into all rights and obligations in accordance with this Shareholders’ Agreement.
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Related to Accession to the 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:

  • 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.

  • 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.

  • 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.

  • Company Lock Up Agreements The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement Agent, it will not for a period of thirty (30) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, (ii) the issuance by the Company of ADSs upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.

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