Agreement of Shareholders. Each of the Shareholders, severally but not jointly, by becoming a Shareholder hereunder, hereby agrees with the Trustees and their successors in office that such Shareholder accepts and agrees to, and shall be bound and governed by, the provisions, terms, and conditions of this Declaration in the same manner as if he had personally executed the same.
Agreement of Shareholders. The written agreement of holders of not less than 97% of the Common Stock to the termination of this Agreement.
Agreement of Shareholders. Each of the Shareholders hereby consents and agrees with the Companies, the other Shareholders and the Buyer to the allocation of the Purchase Price among the Shareholders in the manner set forth in Exhibit A hereto and each Shareholder additionally consents and agrees with the Companies, the other Shareholders and the Buyer to the payments to be made by or at the direction of the Buyer and the Companies pursuant to Section 6.13 hereof. ARTICLE II
Agreement of Shareholders. The undersigned hereby acknowledges that the undersigned will benefit greatly from the Company's proposed public offering of the shares of Common Stock; and, as further inducement to the Representatives of the Underwriters to agree to act as the Representatives of the Underwriters in connection with the proposed public offering of the Company's shares of Common Stock, the terms and conditions of which underwriting will be more particularly described in the Underwriting Agreement to be entered into by the Company and the Representatives of the Underwriters, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees and represents that during the Lock Up Period, except to the extent permitted under Section 4 hereof, the undersigned shall not directly or indirectly offer, sell, pledge, margin, hypothecate, or grant any option to purchase or otherwise dispose of or transfer, publicly or privately, any portion of the Shares held, whether beneficially or of record, by the undersigned as of the Effective Date of the Company's Registration Statement, or any portion of the shares of Common Stock acquired by the undersigned directly from the Company, including shares of Common Stock acquired as the result of the exercise of any options, warrants or other rights (including a right of conversion), after such Effective Date and prior to the expiration of the Lock Up Period, without NTBI's prior written consent. While the granting of written consent shall be made in NTBI's sole discretion, NTBI will be reasonable in granting its consent for a limited amount of sales after the Effective Date by taking into account such factors as the Company's earnings history, market conditions for the Company's shares of Common Stock, and other factors deemed relevant by NTBI. The undersigned shall not enter into any swap or other arrangement that transfers all or any portion of the economic consequences associated with the ownership of the shares or any shares of Common Stock owned or which may be acquired by the undersigned during the Lock Up Period.
Agreement of Shareholders. Prior to the Closing Date, the Company -------------------------- shall have obtained the written consent of a majority of its shareholders entitled to vote on such matters to vote in favor of the following: (i) to amend the Articles of Incorporation of the Company increasing the number of authorized shares of Common Stock of the Company at the Shareholders Meeting to be held pursuant to Section 6.6 of this Agreement, and (ii) to vote in favor of the election of the director designated by TSG to the Board of Directors, at the Shareholders Meeting to be held pursuant to Section 6.6 of this Agreement. -----------
Agreement of Shareholders. Each of the Shareholders hereby consents and agrees with the other Shareholders and Purchaser to the allocation of the Consideration among the Shareholders in the manner set forth in Schedule II attached hereto. Shareholders agree that the payment by Purchaser to the escrow account of White & Case pursuant to Section 1.3(a)(i)(B) shall constitute full payment and satisfaction of the Closing Cash Payment by Purchaser with respect to each Shareholder, less the Indemnification Escrow Consideration pursuant to Section 1.5 and Article VIII, and shall hold Purchaser harmless for any deductions or adjustments made by White & Case prior to the cash payments by White & Case to each Shareholder. The Shareholders agree that pursuant to Section 1.5(c) the Indemnification Escrow Consideration shall be taken from the Closing Cash Payment attributable to each Shareholder. The Escrow Portion to be delivered to the Escrow Agent pursuant to the provisions of Section 1.5 and Article VIII on behalf of each Shareholder and such Shareholder’s Escrow Percentage of the Indemnification Escrow Consideration is set forth opposite such Shareholder’s name in Schedule II attached hereto and in Schedule I to the Escrow Agreement.
Agreement of Shareholders. The Parties have agreed that CEAC will not participate in the capital increase and it will maintain its share interest of the current ____________ capital of TL 325,800,000,000 to remain unchanged. Only Inci Shareholders, however, shall __________ to the capital Increase with a share premium TL 4,800,000,000,000 CEAC shall vote in General Assembly and shall cause the members of the Board of Directors that it has nominated, to vote in favor of the capital increase be ____________ herein. The Parties have further agreed (i) that the registered capital of the company shall be TL 1,625,000,000,000 by an increase of TL 975,000,000,000; and (ii) that CEAC shall not participate in the capital increase; and (iii) that the increase of TL 975,000,000,000 of TL 4,500,000,000,000 shall be paid solely by Inci Shareholders as registered capital contribution; and (iv) that the remaining amount of TL 3,625,000,000,000 of TL 4,500,000,000,000 representing the share premium shall be _______ as reserve. After this transaction, the share in ________ of Inci. Shareholders shall increase from TL 325,000,000,000 to 1,300,000,000,000 and their share interest will increase to 80% and CEAC, by keeping the current registered capital to TL 325,000,000,000, will reduce its share interest to 20%.
Agreement of Shareholders. At the Closing each Shareholder shall deliver to Outback the Shareholder's written agreement whereby the Shareholder:
(a) agrees to waive any right of first refusal or other option to purchase shares of NSC; and
(b) agrees to maintain the confidentiality of all information regarding the Outback Steakhouse System; and
(c) agrees not to solicit any employees of Outback, its franchisees or affiliates; and
(d) agrees not to compete with Outback in the casual dining restaurant business for a period of two years following the Closing Date, except as otherwise may be agreed by Outback in writing.
(e) makes representations and warranties to Outback and OSI, and covenants and agreements, identical to those provided for in Section 3.7 and Section 6.4; and
(f) acknowledges that the number of shares of OSI Common Stock to be received by NSC has been determined by mutual agreement of NSC, Outback and OSI without arm's-length negotiations between Outback and Shareholders (other than Grappo) or between OSI and the Shareholders (other than Grappo).
Agreement of Shareholders. 2 1.7 Shareholders' Representative................................... 3
Agreement of Shareholders. Each of the Shareholders hereby consents ------------------------- and agrees with the other Shareholders and Purchaser to the allocation of the Consideration among the Shareholders in the manner set forth on Schedule I hereto. Each of the Shareholders shall receive, or shall receive evidence of an irrevocable instruction to Purchaser's Transfer Agent to issue, at the Closing such number of Purchaser Shares that are not to be delivered to the Escrow Agent (as defined in Section 8.2(a) below) pursuant to the provisions of Section 1.5 and Article VIII (the "Initial Shares") set forth opposite such Shareholder's name on Schedule I hereto. The number of Escrow Shares to be delivered to the Escrow Agent pursuant to the provisions of Section 1.5 and Article VIII on behalf of each Shareholder is set forth opposite such Shareholder's name on Schedule I hereto. The Initial Shares and the Escrow Shares together constitute the Purchaser Shares.
