Amendment of Stockholders’ Agreement. The Stockholders’ Agreement is hereby amended to add the New Participating Stockholder as a Participating Stockholder.
Amendment of Stockholders’ Agreement. (a) Section 7.1 of the Stockholders’ Agreement is hereby amended and restated in its entirety as follows: “All certificates representing the shares of Class B Common Stock owned of record or beneficially by the Participating Stockholders issued after the date of this Agreement shall be marked conspicuously on the face or the back thereof with a legend to the following effect: The shares of Class B Common Stock, par value $1.00 per share, of NACCO Industries, Inc., a Delaware corporation (the “Corporation”), represented by this Certificate are subject to an Amended and Restated Stockholders’ Agreement dated as of September 29, 2017 by and among the Corporation, the Participating Stockholders (as defined therein) and the Depository (as defined therein). Pursuant to such Agreement, such shares may not be sold, assigned, given, exchanged or otherwise transferred or converted into shares of Class A Common Stock, par value $1.00 per share, of the Corporation (except for transfers to certain persons specified in such Agreement) except upon compliance with certain procedures, including, without limitation, offer of such shares to certain other stockholders of the Corporation and the Corporation and, in certain situations, conversion into shares of Class A Common Stock of the Corporation. The Corporation will mail to the holder hereof a copy of such Agreement without charge within five days after receipt of a written request therefor. Each Participating Stockholder, forthwith upon becoming the record or beneficial owner of any other shares of Class B Common Stock, and each other Family Member, Charitable Organization or Participating Stockholder Organization, forthwith upon becoming a new Participating Stockholder by executing and delivering an Amendment and becoming the record or beneficial owner of any shares of Class B Common Stock shall, to the extent legally able to do so, cause all certificates representing the same to be delivered to the Depository for the application of such legend. The Depository shall return each certificate to its Participating Stockholder owner by registered mail, return receipt requested, following the application of such legend. All of the certificates representing all shares of Class B Common Stock now or hereafter owned (of record or beneficially) by any of the Participating Stockholders shall continue to bear a restrictive legend until such shares of Class B Common Stock are converted into shares of Class A Common Stock as permitte...
Amendment of Stockholders’ Agreement. Concurrently with the execution of this Agreement, the Stockholders Agreement shall be amended and restated in the form attached hereto as Exhibit D.
Amendment of Stockholders’ Agreement. (a) The Stockholders’ Agreement is hereby amended to remove the Released Participating Stockholders listed on Exhibit B, attached hereto, from the Stockholders’ Agreement;
(b) After the execution and delivery of this Amendment, none of the Released Participating Stockholders will be party to the Stockholders’ Agreement or bound by the terms thereof; and
(c) The list of Participating Stockholders in effect after the execution and delivery of this Agreement is attached hereto as Exhibit C.
Amendment of Stockholders’ Agreement. As of the Effective Time, the following amendments to the Stockholders Agreement shall become effective.
Amendment of Stockholders’ Agreement. Section 7.2(b) of the Stockholders Agreement is hereby amended in its entirety as set forth below (marked to show changes from the Stockholders Agreement):
Amendment of Stockholders’ Agreement. The Purchasers, the Placement Agent, the Officers and the Company hereby agree that, effective upon closing under the Additional Securities Purchase Agreement and the execution of the Joinder Agreement by the Company and Leaf Mountain, the Stockholders Agreement shall be amended as follows:
(a) The following additional definition shall be added:
Amendment of Stockholders’ Agreement. The Stockholders Agreement is hereby amended as follows:
(a) The “or” prior to Section 9(b)(ii)(L) of the Stockholders Agreement is hereby deleted, and the period after Section 9(b)(ii)(L) is replaced with a semicolon.
(b) The following are added as Sections 9(b)(ii)(M) and (N) to Section 9(b) of the Stockholders Agreement: “(M) the issuance of the Notes pursuant to that certain Subordinated Convertible Note Purchase Agreement, dated as of April , 2010 (the “Note Purchase Agreement”), Warrants issued under certain conditions upon conversion of the Notes, and any equity securities of the Corporation issuable upon conversion of the Notes or upon exercise of the Warrants (collectively, the “Conversion Securities”), and any securities issued upon conversion of the Conversion Securities, if applicable; and
Amendment of Stockholders’ Agreement. 3.1 The Corporation agrees that it will not agree or consent to any amendment, supplement, modification, alteration, waiver of rights under, or termination of the Stockholders Agreement, other than by the addition or deletion of members of the Management Investor group from time to time, without the written consent of the Trustee, which consent will not be unreasonably denied or withheld. If the Trustee has not acted upon the Corporation's written request for such consent and so advised the Corporation within ten (10) business days of its actual receipt of such a request, the consent of the Trustee shall not be required as to the individual action as to which consent was requested.
Amendment of Stockholders’ Agreement. As of the date of this Agreement, the Grantors have caused the Stockholders' Agreement dated as of January 17, 1997, as amended, among the Company, CAT, Xxxxxx Xxxxxxx, Xxxx Xxxxxx, Discover & Co. (as successor to Xxxxxx Xxxxxxx Group Inc.), Employers Reinsurance Corporation, The Chubb Corporation and the Persons identified on the signature pages thereof (the "Stockholders' Agreement") to be amended to permit the sale of the Option Shares to the Grantee pursuant to the exercise of its Purchase Option and to provide that Grantee will not be a "Designated CAT Shareholder" pursuant to the terms of the Stockholders' Agreement.
