Agreements of Stockholders Sample Clauses

Agreements of Stockholders. (a) The undersigned hereby waives any right to receive distributions (other than with respect to Common Stock or any shares of Common Stock underlying units the undersigned may purchase in connection with the IPO or in the after market) upon the liquidation of the Trust Fund (as defined in the Certificate of Incorporation of the Company (as amended, the "Certificate"; capitalized terms used herein but not defined herein have the meaning set forth in the Certificate)), or as part of any plan of dissolution and distribution required in the event the Company does not consummate a Business Combination by the Termination Date. (b) The undersigned hereby waives any right set forth in the Certificate to demand conversion of the undersigned's shares of Common Stock into cash (other than with respect to Common Stock or any shares of Common Stock underlying units the undersigned may purchase in connection with the IPO or in the after market) in the event a Business Combination is approved by the Company's stockholders. (c) In connection with the stockholder vote required to approve a Business Combination, the undersigned shall vote any shares of Common Stock then owned by the undersigned in accordance with the majority of the shares of Common Stock voted by the Company's public stockholders. In connection with the stockholder vote for the Company's plan of dissolution and distribution, if any, required as a result of the Company's failure to consummate a Business Combination by the Termination Date, the undersigned shall vote any shares of Common Stock then owned by the undersigned in favor of such dissolution and distribution. (d) The undersigned and any affiliate of the undersigned will not be entitled to receive from the Company, and will not accept from the Company, any compensation (including finder's or consulting fees) for services rendered to the Company prior to or in connection with the consummation of a Business Combination (except as described in the registration statement filed with and declared effective by the Securities and Exchange Commission in connection with the IPO (the "Registration Statement"). (e) The undersigned will escrow the shares of Common Stock owned by the undersigned immediately prior to the IPO pursuant to a stock escrow agreement until the earliest of (i) one year from the completion of a Business Combination, (ii) the Company's liquidation and (iii) the consummation of a business combination which results in all of the Company's s...
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Agreements of Stockholders. Each of the Former Class A Stockholders hereby jointly and severally agree as follows: (a) it will not give or cause any of its lawful representatives to give, any Demand Notice or take any other action that might cause the Company to be obligated to commence a Demand Registration of all or any part of the Registrable Shares for a period commencing on the date hereof and terminating 90 days hereafter; notwithstanding anything contained in this agreement to the contrary, nothing precludes a demand for an underwritten demand registration under the Registration Rights Agreement more than 90 days of the date hereof; (b) it will not take or cause its lawful representatives to take such actions and make such statements that, in the reasonable opinion of the Company, will communicate to the public securities markets that it will, in the immediate future, solicit bids for the Registrable Shares; (c) it will not take or cause its lawful representatives to take actions which are inconsistent with the letter dated May 1, 1998, which states that it intends to diversify its portfolios, the diversification of which is presently expected to include the sale of a substantial part of the shares of Common Stock currently held; (d) prior to soliciting bids for or agreeing to any sale of the Registrable Shares during the effectiveness of the Registration Statement, each Former Class A Stockholder or their lawful representative shall notify the Company, in writing, of its intention to consummate a sale, and if the Chief Executive Officer or the Chief Financial Officer of the Company determines that in such officer's reasonable judgment and good faith the sale would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries or would require premature disclosure thereof and promptly gives the Former Class A Stockholders written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the period of the anticipated delay, then the Former Class A Stockholders agree to delay such sale until such time as is reasonably determined by the Company; (e) it will not request the conversion of the Shelf Registration to a firm, underwritten offering until such time it is jointly determined by the Former Class A Stockholders, on the one hand, and the Company, on the other hand, that an underwritten offer...
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Agreements of Stockholders. If the method of disposition of the Registrable Securities involves a continuous offering at the market, a best efforts offering, or other method whereby all of the Registrable Securities are not distributed and sold over a period of time not exceeding one (1) business day, the Stockholders agree to execute such other agreements that may be reasonably requested by the Company to ensure compliance with applicable Exchange Act Rules.
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Agreements of Stockholders. Prior to the Effective Time, the Stockholders agree to: (a) vote all of their shares of Company Common Stock in favor of the Merger; (b) enter into employment and noncompetition agreements in the forms attached hereto as Annexes C and D or, in the case of Willxxx Xxxx, xx Access, Non-Solicitation and Non-Competition Agreement in the form attached hereto as Annex G; (c) waive to the fullest extent permitted by law all dissenter's rights, rights of appraisal or similar rights that they may have.
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Agreements of Stockholders 
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Related to Agreements of Stockholders

  • 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.

  • No Rights of Stockholders Neither the Optionee nor any personal representative (or beneficiary) shall be, or shall have any of the rights and privileges of, a stockholder of the Company with respect to any Shares purchasable or issuable upon the exercise of the Option, in whole or in part, prior to the date on which the Shares are issued.

  • Rights of Stockholder Except as otherwise provided in Section 2 and this Section 3, during the Vesting Period and after the certificates for the Restricted Shares have been issued, the Recipient shall be entitled to all rights of a stockholder of the Company, including the right to vote and the right to receive dividends, with respect to the Restricted Shares subject to this Agreement. Subject to applicable withholding requirements, if any, dividends on the Restricted Shares shall be paid to the Recipient when earned and payable.

  • Representations of Stockholder Stockholder represents that such Stockholder: (a) is the beneficial owner of that number of shares of Common Stock set forth opposite such Stockholder's name on Exhibit A (such Stockholder's "Shares"); (b) except as may be denoted in Exhibit A, does not beneficially own (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")) or own of record any shares of Common Stock other than such Stockholder's Shares, but excluding any shares of Common Stock which such Stockholder has the right to obtain upon the exercise of stock options outstanding on the date hereof; and (c) has the right, power and authority to execute and deliver this Agreement and to perform such Stockholder's obligations under this Agreement, and this Agreement has been duly executed and delivered by such Stockholder and constitutes a valid and legally binding agreement of such Stockholder, enforceable in accordance with its terms; and such execution, delivery and performance by such Stockholder of this Agreement will not (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any contract, commitment or other obligation (written or oral) to which such Stockholder is a party or by which such Stockholder is bound; (ii) violate any order, writ, injunction, decree or statute, or any rule or regulation, applicable to Stockholder or any of the properties or assets of Stockholder; or (iii) result in the creation of, or impose any obligation on such Stockholder to create, any Lien (as defined in the Merger Agreement), charge or other encumbrance of any nature whatsoever upon the Shares, other than in favor of Parent. The representations and warranties contained herein shall be made as of the date hereof and as of each date from the date hereof through and including the date that the Merger is consummated or this Agreement is terminated in accordance with its terms.

  • Stockholder Agreements Except as contemplated by or disclosed in the Transaction Agreements, such Founder is not a party to and has no knowledge of any agreements, written or oral, relating to the acquisition, disposition, registration under the Securities Act, or voting of the securities of the Company.

  • Covenants of Stockholder Stockholder hereby covenants and agrees that:

  • 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).

  • Obligations to or by Stockholders Except as disclosed in the Parent SEC Documents, the Parent has no Liability or obligation or commitment to any stockholder of Parent or any Affiliate or “associate” (as such term is defined in Rule 405 under the Securities Act) of any stockholder of Parent, nor does any stockholder of Parent or any such Affiliate or associate have any Liability, obligation or commitment to the Parent.

  • 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.

  • Approval of Stockholders If an option is granted by this Agreement prior to approval of the stockholders of the Plan, the option granted shall be null and void unless stockholder approval is obtained within twelve months after the Plan was adopted.

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