Agreements with Stockholders. The Underwriter shall have received the agreements, in form and substance satisfactory to the Underwriter, as contemplated by Paragraphs 3(l), (t) and (w) of this Agreement.
Agreements with Stockholders. At the Closing, Parent shall pay an “Early Termination Payment” (as defined in the Existing Stockholders ITR Agreement) in the amount of $188.5 million, in respect of the Existing Stockholders ITR Agreement, and each Stockholder hereby acknowledges and agrees that such amount constitutes all amounts owed to the Stockholders under the Existing Stockholders ITR Agreement and such payment at the Closing will satisfy all obligations to the Stockholders thereunder.
Agreements with Stockholders. Any transaction or agreement (other than the Management Agreement and any other transactions or agreements contemplated hereby) entered into between the Company, on the one hand, and any of the Stockholders or their Affiliates, on the other hand, after the date hereof shall be negotiated on an arm’s-length basis as determined by the members of the Board of Directors which are not Nominees of such transacting Stockholder and shall be subject to the approval of Trimaran. This Section 2.2 shall not apply to employment matters with respect to Management Stockholders, which matters will be subject to necessary approvals of the Board of Directors, or the applicable committee thereof.
Agreements with Stockholders. The Representatives shall have received the agreements, in form and substance satisfactory to the Representatives, as contemplated by Paragraph 3(u) of this Agreement.
Agreements with Stockholders. SCHEDULE 5.22 lists all agreements, arrangements or understandings between the Company and one or more stockholders of the Company relating to the transfer of any class of securities of the Company (including, without limitation, tag-along rights, drag-along rights, rights of first offer or any similar rights or obligations) or voting of any class of securities of the Company. The Company has delivered to Purchaser copies of all agreements and documents relating thereto.
Agreements with Stockholders. Except for the agreements listed in Exhibit ----------------------------- 9 there are no agreements or contracts between Sunweb GmbH and the Sellers or persons close to them and affiliated enterprises respectively.
Agreements with Stockholders. Enter into any agreements with any Company Stockholder, except as may be required under this Agreement;
Agreements with Stockholders. The corporation will have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the Delaware General Corporation Law (the “DGCL”).
Agreements with Stockholders. At or prior to the Closing, the agreements listed in Section 3.22 of the Disclosure Schedule and any other Contract between any stockholder of the Company or Affiliate thereof, on one hand, and the Company, on the other hand (other than (i) any confidentiality, noncompetition and nonsolicitation provisions, or provisions assigning or to assign inventions or other Intellectual Property or waiving to or waive any appraisal rights, contained therein inuring to the Company’s benefit, (ii) the Contracts listed in Section 7.2(e) of the Disclosure Schedule, including, without limitation, director and officer indemnification agreements, and (iii) the Releases and any other agreements contemplated by this Agreement to be entered into in connection with this Agreement (including the agreements required by this Agreement to terminate other agreements)), shall have been terminated pursuant to written agreements in form and substance reasonably satisfactory to Parent, without payment of any consideration by the Company, and there shall be no obligations or liabilities of the Company with respect thereto.
Agreements with Stockholders. Until the Company shall have completed its initial Public Offering, all persons who are or who become stockholders or holders of options of the Company shall enter into a stockholder's agreement, substantially in the form of Exhibit E hereto (the "Stockholder's Agreement"), pursuant to which such stockholders shall agree: (a) that for a period of at least 180 days after the effective date of the Company's initial Public Offering such stockholders will not, directly or indirectly, sell, offer to sell or otherwise dispose of securities of the Company other than securities which are included and sold in such initial Public Offering; and (b) to grant to the Company and to the Investors a right of first refusal with respect to any securities of the Company which such stockholders propose to sell or otherwise dispose of.
