Amendment of Shareholders Agreement. Promptly following the execution of this Agreement, the parties to that certain Shareholders' Agreement, dated February 4, 1994, as amended, between and among Allied (formerly, A.I. Acquisition Company, Inc.) and the Shareholders and Shareholders' spouses listed therein shall be amended, in form and substance satisfactory to Air-Cure, to the effect that no term or provision of the Shareholders' Agreement will have any force or effect whatsoever with respect to any event, circumstance, or other matter occurring or existing in connection with this Agreement and the consummation of all matters contemplated under this Agreement, including but not limited to the acquisition of all of the Allied Stock by Air-Cure in the Merger. A copy of this amendment will be furnished by the Shareholders to Air-Cure within ten (10) days after execution of this Agreement.
Amendment of Shareholders Agreement. The Company Shareholders and the Company (i) hereby amend the Shareholders’ Agreement, dated April 4, 2018, among the Company and shareholders of the Company, including the Company Shareholders (the “Shareholders’ Agreement”), so that the transactions in respect of the Company Shares contemplated by the Transaction Agreement (including the Merger) will not be subject to the right of first refusal or right of first offer under the Shareholders’ Agreement and (ii) agree that such amendment is being entered into in accordance with Section 15.3 of the Shareholders’ Agreement.
Amendment of Shareholders Agreement. Pursuant to Section 11 of the Shareholders Agreement, the Shareholders Agreement is hereby amended by deleting the definition of “Shareholder Shares” as set forth in Section 9 of the Shareholders Agreement and replacing it with the following:
Amendment of Shareholders Agreement. (a) Section 2.2(b) of the Shareholders' Agreement is hereby amended and restated in its entirety as follows (for ease of reference only, changed language is indicated by blacklining below, but such blacklining shall have no substantive effect in the Shareholders' Agreement):
(b) a transfer of Subject Securities made in compliance with the federal and all applicable state securities laws by an Investor to (i) a controlled Affiliate of the Investor, (ii) any other Affiliate of the Investor other than a controlled Affiliate with the permission of NMP, whose permission shall not be unreasonable withheld, or (iii) the New Mountain Strayer Trust; and"
Amendment of Shareholders Agreement. The Company, the Shareholders, Apollo and Blackstone agree that, concurrent with the execution and delivery of a definitive purchase agreement with respect to the Additional Shares, they (together with any additional designees of Apollo or Blackstone who purchase any Additional Shares) will enter into a Second Amended and Restated Shareholders Agreement substantially identical to the Shareholders Agreement but reflecting the modifications described below. The effectiveness of such amendment will be conditioned on issuance of the Additional Shares to Apollo, Blackstone and any of their designees as contemplated by the Commitment Letter. All of the purchasers of the Additional Shares will be Shareholders for purposes of such amended 2 Shareholders Agreement, except as specified below. The Company represents that this letter agreement and the amendments to the Shareholders Agreement contemplated hereby have been approved by a majority of the directors of the Company other than the Shareholder Designees.
Amendment of Shareholders Agreement. Section 4.1 (c) of the Shareholders Agreement is hereby amended and restated in its entirety to read as follows:
(c) The Board of Directors shall consist of up to six (6) directors appointed as follows:
Amendment of Shareholders Agreement. 5.1 In accordance with Section 6.7 thereof, the Parties hereby amend the Shareholders Agreement such that item (i) in the definition of “Restrictions Termination Date” in Section 1.1 thereof shall be hereafter read:
(i) the 30th day following the fourth anniversary of the Closing Date,”.
5.2 The parties acknowledge and agree that: the amendment above is an integral part of the Shareholders Agreement; in the event of any conflict between this Agreement and the Shareholders Agreement or any part of either of them, the terms of this Agreement; except as expressly set forth herein, the terms and conditions of the Shareholders Agreement are and shall remain in full force and effect; and the Shareholders Agreement, as amended hereby, sets forth the entire understanding of the parties with respect to the subject matter thereof and hereof.
Amendment of Shareholders Agreement. The Parties hereto, having met the constituent requirements of the Shareholders Agreement, hereby amend and restate the Shareholders Agreement by entering this Agreement on the terms and conditions set forth herein, which shall amend, restate, supersede and replace in its entirety the Shareholders Agreement.
Amendment of Shareholders Agreement. Shareholders Agreement, except as specified below. The Company represents that this letter agreement and the amendments to the Shareholders Agreement contemplated hereby have been approved by a majority of the directors of the Company other than the Shareholder Designees.
Amendment of Shareholders Agreement. Subject to Closing taking place and Ithaca providing the Confirmation, the Shareholders’ Agreement shall be varied and amended with effect from the Effective Date such that all references, obligations, rights and benefits in relation to Ithaca in the Shareholders’ Agreement shall, only insofar as they relate or refer to Ithaca, be extinguished and shall cease to have effect among the Parties.
