Agreements of Shareholders Sample Clauses

Agreements of Shareholders. Anything herein ------------ -------------------------- to the contrary notwithstanding, during the period commencing on the date hereof and continuing until the first day following the date of the 2000 Annual Meeting, but in any event not beyond July 31, 2000 if the 2000 Annual Meeting shall not have been held by such date (such period referred to herein as the "Restricted Period"), each Shareholder shall (and each Shareholder shall cause the record holder of any shares of Common Stock beneficially owned by the Shareholder with respect to the shares of Common Stock now or at any time during the Restricted Period hereof beneficially owned by the Shareholder and held by the record holder to): (a) except in connection with any sale, merger, consolidation, combination, share exchange or sale of substantially all of the assets of the Company (other than any such transactions involving only the Company and/or its subsidiaries), not engage, initiate or otherwise participate in, or induce or attempt to induce any other person to engage, initiate or participate in, any proxy fight or contest or consent solicitation involving the Company and shall not solicit proxies or consents or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) or induce or attempt to induce any other person to solicit proxies or consents or become a "participant" in a "solicitation" in opposition to the recommendation of a majority of the Board of Directors of the Company, and shall not initiate, propose or otherwise solicit shareholders of the Company in connection with a shareholder proposal or induce or attempt to induce any person to initiate any shareholder proposal (and the term "person," as used in this Agreement, shall mean any individual, partnership, corporation, limited liability company, trust or other entity);
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Agreements of Shareholders. Shareholders agree with Buyer that:
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Agreements of Shareholders. Each Shareholder, severally and not jointly, agrees as follows: (a) The Shareholder shall not enter into or exercise its rights under any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to the Shares or take any other action, that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby. (b) At any meeting of Shareholders of the Company called to vote upon the Transactions or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Transactions or which is necessary to consummate the Transactions is sought, each Shareholder shall, including by executing a written consent if requested by the Company, vote (or cause to be voted) such Shareholder's Shares in favor of the Transactions ; provided however that in the event a vote or other approval is required for a transaction where the principal amount of the NEBF Loan is reduced below $25,000,000 and in connection with such reduction the number of Financing Warrants and Shares is not reduced ratably (a "Modified Transaction"), the Shareholders shall not be obligated to vote (or cause to be voted) such Shareholders Shares in favor of the Modified Transaction under the term of this Agreement.
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Agreements of Shareholders. At the Closing the Shareholders shall deliver to Outback the written agreement of each Shareholder in form and substance acceptable to Outback whereby such person: (a) agrees to waive any right of first refusal or other option to purchase shares in any of the Corporations; 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 steakhouse restaurant business for a period of two years following the Effective Date; and (e) makes representations and warranties to Outback and OSI, and covenants and agreements, identical to those provided for in SECTION 4.8 and SECTION 7.4; provided however, that any Shareholder may own not more than five percent (5%) of any class of securities of any corporation that is publicly traded so long as such ownership is for investment purposes only.
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Agreements of Shareholders. Each Shareholder, severally and not jointly, agrees as follows: (a) The Shareholder shall not enter into or exercise its rights under any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to the Shares or take any other action, that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby. (b) At any meeting of Shareholders of the Company called to vote upon the Transactions or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Transactions or which is necessary to consummate the Transactions is sought, each Shareholder shall, including by executing a written consent if requested by the Company, vote (or cause to be voted) such Shareholder's Shares in favor of the Transactions.
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Agreements of Shareholders. Each Shareholder, severally and not jointly, agrees as follows: (a) Until the Transactions are consummated or the Merger Agreement is terminated in accordance with its terms, the Shareholder shall not, (i) enter into or exercise its rights under any voting arrangement, whether by proxy, voting agreement, voting trust, power-of- attorney or otherwise, with respect to the Shares or (ii) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby. (b) At any meeting of Shareholders of the Company called to vote upon the Transactions and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Transactions and the Merger Agreement or which is necessary to consummate the Transactions or for the Company to perform its obligations under the Merger Agreement is sought, each Shareholder shall, including by executing a written consent if requested by the Company, vote (or cause to be voted) such Shareholder's Shares in favor of the Transactions and the adoption by the Company of the Merger Agreement.
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Agreements of Shareholders. Each Shareholder, severally and not jointly, agrees as follows: (a) attorney or otherwise, with respect to the Shares or (ii) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby. (b) At any meeting of Shareholders of the Company called to vote upon the Transactions and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Transactions and the Merger Agreement or which is necessary to consummate the Transactions or for the Company to perform its obligations under the Merger Agreement is sought, each Shareholder shall, including by executing a written consent if requested by the Company, vote (or cause to be voted) such Shareholder's Shares in favor of the Transactions and the adoption by the Company of the Merger Agreement.
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Agreements of Shareholders 
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Related to Agreements of Shareholders

  • Rights of Shareholders The Shares shall be personal property giving only the rights in this Declaration specifically set forth. The ownership of the Trust Property of every description and the right to conduct any business herein before described are vested exclusively in the Trustees, and the Shareholders shall have no interest therein other than the beneficial interest conferred by their Shares, and they shall have no right to call for any partition or division of any property, profits, rights or interests of the Trust nor can they be called upon to share or assume any losses of the Trust or, subject to the right of the Trustees to charge certain expenses directly to Shareholders, as provided in the last sentence of Section 3.8, suffer an assessment of any kind by virtue of their ownership of Shares. The Shares shall not entitle the holder to preference, preemptive, appraisal, conversion or exchange rights (except as specified in this Section 6.3, in Section 11.4 or as specified by the Trustees when creating the Shares, as in preferred shares).

  • Rights of Shareholder Except as otherwise provided in this instrument, the Grantee shall have no rights as a shareholder of the Corporation in respect of the Restricted Units or Common Stock for which the Award is granted; and the Grantee shall not be considered or treated as a record owner of shares of Common Stock with respect to the Restricted Units until the Common Stock is issued to Grantee and no longer subject to any of the restrictions imposed under the Award indicated in this instrument, and Common Stock is actually issued and transferred to Grantee.

  • Covenants of Shareholder Shareholder hereby covenants and agrees that:

  • Approval of Shareholders The Trust will call a special meeting of the Acquired Fund Shareholders to consider and act upon this Agreement and to take all other appropriate action necessary to obtain approval of the transactions contemplated herein.

  • Rights of Stockholders No holder of this Warrant shall be entitled, as a Warrant holder, to vote or receive dividends or be deemed the holder of the Shares or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the holder of this Warrant, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein.

  • Liability of Shareholders Notice is hereby given that, as provided by applicable law, the obligations of or arising out of this Agreement are not binding upon any of the shareholders of the Trust individually but are binding only upon the assets and property of the Trust and that the shareholders shall be entitled, to the fullest extent permitted by applicable law, to the same limitation on personal liability as shareholders of private corporations for profit.

  • Indemnification of Shareholders If any Shareholder or former Shareholder of any Series is held personally liable solely by reason of his or her being or having been a Shareholder and not because of his or her acts or omissions or for some other reason, the Shareholder or former Shareholder (or his or her heirs, executors, administrators or other legal representatives or, in the case of any entity, its general successor) shall be entitled out of the assets belonging to the applicable Series to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust, on behalf of the affected Series, shall, upon request by such Shareholder or former Shareholder, assume the defense of any claim made against him or her for any act or obligation of the Series and satisfy any judgment thereon from the assets belonging to the Series.

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements"), pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

  • No Rights of Shareholder The Option Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or in equity.

  • 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.

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