Agreements of Affiliated Shareholders Sample Clauses

Agreements of Affiliated Shareholders. Prime agrees to furnish to Summit, not later than 10 business days prior to the date of mailing of the Proxy-Prospectus, a writing setting forth the names of those persons (which will include all individual and beneficial ownership of Prime Stock by such persons and also identifies the manner in which all such beneficially owned shares of Prime Stock are registered on the stock record books of Prime) who in the written opinion of counsel to Prime (which opinion need not be furnished to Summit), constitute all the affiliates of Prime for the purposes of Rule 145 under the Securities Act (an "Prime Affiliate"). Prime agrees to use its reasonable best efforts (i) to cause each Prime Affiliate to enter into an agreement effective upon the execution thereof, satisfactory in form and substance to Summit and (y) substantially in the form of Exhibit D-1 with respect to Affiliates who are directors or officers of Prime or a subsidiary of Prime, or (z) substantially in the form of Exhibit D-2 with respect to Affiliates who are not directors or officers of Prime or a subsidiary of Prime (an "Affiliate Agreement"), and (ii) to furnish such Affiliate Agreements to Summit no later than 5 business days prior to the date of mailing of the Proxy-Prospectus.
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Agreements of Affiliated Shareholders. NMBT agrees to furnish to Summit, not later than 10 business days prior to the date of mailing of the Proxy-Prospectus, a writing setting forth the names of those persons (which will include all individual and beneficial ownership of NMBT Stock by such persons and also identifies the manner in which all such beneficially owned shares of NMBT Stock are registered on the stock record books of NMBT) who in the written opinion of counsel to NMBT (which opinion need not be furnished to Summit), constitute all the affiliates of NMBT for the purposes of Rule 145 under the Securities Act (an "NMBT Affiliate"). NMBT agrees to use its best efforts (i) to cause each NMBT Affiliate to enter into an agreement effective upon the execution thereof, satisfactory in form and substance to Summit and (y) substantially in the form of Exhibit D-1 with respect to Affiliates who are directors or officers of NMBT or a subsidiary of NMBT, or (z) substantially in the form of Exhibit D-2 with respect to Affiliates who are not directors or officers of NMBT or a subsidiary of NMBT (an "Affiliate Agreement"), and (ii) to furnish such Affiliate Agreements to Summit no later than 5 business days prior to the date of mailing of the Proxy-Prospectus.
Sample 1
Agreements of Affiliated Shareholders. Summit agrees to furnish to UJB, not later than 10 business days prior to the date of mailing of the Summit Proxy-Prospectus, a list of each person who, in the opinion of the General Counsel of Summit, is an affiliate of Summit for the purposes of Rule 145 under the Securities Act (a "Summit Affiliate") and shall use its best efforts to cause each Summit Affiliate to enter into, prior to the date of mailing of the Summit 34 Exhibit 1 Proxy-Prospectus, an agreement, satisfactory in form and substance to UJB, substantially in the form of Exhibit C hereto, and effective prior to such date (an "Affiliate Agreement").
Sample 1

Related to Agreements of Affiliated Shareholders

  • Rights of a Stockholder Prior to the time a Restricted Share is fully vested hereunder, the Employee shall have no right to transfer, pledge, hypothecate or otherwise encumber such Restricted Share. During such period, the Employee shall have all other rights of a stockholder, including, but not limited to, the right to vote and to receive dividends (subject to Section 2(a) hereof) at the time paid on such Restricted Shares.

  • Voting Rights as a Stockholder Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

  • No Rights of a Stockholder The Participant shall not have any of the rights of a stockholder with respect to the Shares subject to the Restricted Stock Units until such Shares have been issued.

  • Rights of a Shareholder Employee shall have no rights as a shareholder with respect to any shares covered by this Agreement until the date of issuance of a stock certificate to him for such shares. Except as otherwise provided herein, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued.

  • Rights as Stockholders We shall not, as a party to this Warrant Agreement, be entitled to vote or receive dividends or be deemed the holder of Warrant Stock or any of Your other securities which may at any time be issuable upon the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon Us any of the rights of one of Your stockholders or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to receive dividends or subscription rights or otherwise until this Warrant Agreement is exercised and the shares purchasable upon the exercise hereof shall have become deliverable, as provided herein.

  • RIGHTS AS A STOCKHOLDER, DIRECTOR, EMPLOYEE OR CONSULTANT The Participant shall have no rights as a stockholder with respect to any shares covered by the Option until the date of the issuance of the shares for which the Option has been exercised (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date the shares are issued, except as provided in Section 9. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Option Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service as a Director, an Employee or Consultant, as the case may be, at any time.

  • Rights as Shareholders The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

  • Vested Company Options Immediately prior to but contingent upon the Closing, each Company Option that is unexpired, unexercised and vested immediately prior to the Closing (“Vested Options”) shall, by virtue of the Closing and without the need for any further action on the part of the holder thereof, on the terms and subject to the conditions set forth in this Agreement, be automatically cancelled, and each Optionholder holding Vested Options shall have the right to receive, with respect to such Vested Options, an amount in cash, without interest, equal to such Optionholder’s Pro Rata Share of the Closing Date Purchase Price (subject to withholding of such Optionholder’s Pro Rata Share in each of the Adjustment Holdback Amount, the Expense Fund), and (B) the right to receive such Optionholder’s Pro Rata Share of any cash disbursements that may become payable, with respect to such Vested Options, from the Adjustment Holdback Amount and the Expense Fund, in accordance with the terms of this Agreement, and (C) the right to receive such Optionholder’s Pro Rata Share of any positive Adjustment Amount that may become payable, with respect to such Vested Options, pursuant to Section 2.8, and (D) the right to receive such Optionholder’s Pro Rata Share of any Earnout Consideration that may become payable under this Agreement in accordance with the provisions of Section 2.9. The amount of cash that each holder of Vested Options is entitled to receive for such Vested Options will be subject to any applicable payroll, income Tax or other withholding Taxes and the provisions of the Israeli Tax Ruling and/or the Israeli Interim Tax Ruling if obtained. For the avoidance of doubt, an Optionholder’s “Pro Rata Share” for purposes of this Section 2.2(a) shall be calculated based on such Optionholder’s holding of Vested Options (disregarding any shares of the Company or Unvested Options held by such Optionholder).

  • Rights as a Stockholder The Participant shall have no rights as a stockholder with respect to any Shares which may be issued upon the vesting of the Restricted Share Units (including, without limitation, voting rights and any rights to receive dividends or non-cash distributions with respect to such Shares) unless and until the Shares have been issued to Participant. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such Shares are issued.

  • No Rights as Stockholders Nothing contained in this Agreement shall be construed as conferring upon the holders of Partnership Units any rights whatsoever as stockholders of the General Partner, including without limitation any right to receive dividends or other distributions made to stockholders of the General Partner or to vote or to consent or to receive notice as stockholders in respect of any meeting of stockholders for the election of directors of the General Partner or any other matter.

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