Amendment to Stockholders Agreement. This AMENDMENT TO STOCKHOLDERS’ AGREEMENT, dated as of , 20 (this “Amendment”), by and among the Depository, Hyster-Yale Materials Handling, Inc., a Delaware corporation (the “Corporation”), the new Participating Stockholder identified on the signature pages hereto (the “New Participating Stockholder”) and the Participating Stockholders under the Stockholders’ Agreement, dated as of August [ ], 2012, as amended (the “Stockholders’ Agreement”), by and among the Depository, the Corporation and the Participating Stockholders. Capitalized terms defined in the Stockholders’ Agreement are used herein as so defined. This Amendment sets forth the terms and conditions on which the New Participating Stockholder will join in and become a party to the Stockholders’ Agreement. Pursuant to Section 8 of the Stockholders’ Agreement, prior to the acquisition of Class B Common Stock by a Permitted Transferee, the Stockholders’ Agreement may be amended to add a Permitted Transferee as a Participating Stockholder by a writing signed by the Signatories, the Corporation and such Permitted Transferee. In consideration of the mutual promises hereinafter set forth and other good and valuable consideration had and received, the parties hereto agree as follows:
Amendment to Stockholders Agreement. Schedule I to the Stockholders Agreement is hereby amended to include each of the persons set forth in Exhibit A hereto “Joining Person”), upon such Joining Person’s execution and delivery of a Joinder Agreement substantially in the form attached hereto as Exhibit B.
Amendment to Stockholders Agreement. The Stockholders Agreement is hereby amended to exclude from the first refusal provisions contained in Section 5 thereof any sale of Unvested Securities to any Purchaser for Value pursuant to this Agreement.
Amendment to Stockholders Agreement. (a) Section 3.05(b)(v) is hereby amended and restated in its entirety to read as follows: “
(v) any appointment to, or removal from, the Board of Directors, to the extent permissible by the laws of the State of Delaware.”
(b) To replace the address of Calyxt for notices set forth in Section 6.11 as follows: Calyxt, Inc. 000 Xxxxxx Xxxx X Xxxx Xxxxx 0 Xxx Xxxxxxxx, XX 00000 Attention: Xxxxxxxx Xxxxxxx, Chief Executive Officer E-mail: xxxxxxxx.xxxxxxx@xxxxxx.xxx
Amendment to Stockholders Agreement. On or prior to the Initial Closing, the Company and the other parties to the Stockholders Agreement (as defined below), shall have executed an amendment to that certain Stockholders Agreement, dated as of February 5, 2008, by and among the Company and the other parties thereto, as amended (the “Stockholders Agreement”), in substantially the form attached hereto as Exhibit F (the “Stockholders Agreement Amendment”).
Amendment to Stockholders Agreement. The definition of “Initial Public Offering” in Section 1.01 of the Stockholders Agreement is hereby amended and restated in its entirety as follows:
Amendment to Stockholders Agreement. The Stockholders Agreement is hereby amended as follows:
(a) Section 6.1 of the Stockholders Agreement is amended and restated in its entirety as follows: “No resolution of the Board or the Shareholders of the Company shall be passed to issue shares of any class of Shares unless resolutions are concurrently proposed to issue shares of all other classes of Shares such that each person who holds Shares (“Existing Shareholders”) shall have the right to subscribe for a proportion of the new Shares pro rata to the number of Shares in issue in the relevant Shareholders' class and pro rata to the number of Shares such Shareholder holds. Such right of subscription shall be exercisable, unless waived, for a period of not less than 30 days following the resolution to increase the stated capital. If an Existing Shareholder does not wish to subscribe for his proportion of the new Shares, then these Shares will be offered first pro rata to the other members of the class to which that Existing Shareholder belongs and, if they are still not taken up, to the remaining Shareholders of the other classes. This Section 6.1 shall not apply to the issuance of Shares (i) in connection with any pro rata split or dividend or similar recapitalization of any Shares or (ii) pursuant to any merger or recapitalization transaction involving the Company or any of its Subsidiaries whereby any resulting dilution to either the Preferred Shares or the Common Shares applies equally to either all holders of Preferred Shares or all holders of Common Shares, as applicable.
Amendment to Stockholders Agreement. If the Closing occurs on or prior to September 30, 2003, but the Stockholders Agreement remains in effect because Security Capital did not dispose of sufficient Shares to reduce its ownership below the requisite threshold set forth in Section 2, the Stockholders Agreement shall be amended on the Closing Date (a) to provide that it terminates on the 15% Termination Date, with the same force and effect as a termination pursuant to Section 2(a), and the definition of 15% Termination Date shall be amended to read in full as follows:
Amendment to Stockholders Agreement. The Stockholders Agreement Amendment, duly executed by Purchaser and the number of stockholders of Purchaser required to make such Stockholders Agreement Amendment effective.
Amendment to Stockholders Agreement. The term “Amendment to Stockholders’ Agreement” means the Amendment to Stockholders’ Agreement among the company and its shareholders, in the form of Exhibit C hereto.
