Apollo Agreements Sample Clauses

Apollo Agreements. Xxxxxx represents to Xxxxxx that it is (i) the beneficial owner of approximately 40.1% of Xxxxxx'x issued and outstanding shares of common stock (the "Relevant Common Stock"), and (ii) entitled to all of the rights and economic benefits of the Relevant Common Stock. Xxxxxx agrees and represents to Xxxxxx that, subject to Sections 4 and 5 hereof and subject to its receipt of proxy or other solicitation materials in respect of the Restructuring that are consistent with the terms of this Letter Agreement, in connection with the component of the Restructuring requiring the vote of the holders of Xxxxxx'x issued and outstanding common stock (the "Existing Common Stock") with respect to certain of the transactions contemplated by the Restructuring, Xxxxxx will enter into a voting agreement with Xxxxxx which will provide that (i) Apollo will vote all of its shares of Relevant Common Stock in favor of each of such transactions; (ii) so long as it is the beneficial owner of the Relevant Common Stock, Apollo will not at any time prior to the termination of this Letter Agreement, support or encourage, directly or indirectly, any financial restructuring concerning Xxxxxx other than the Restructuring; and (iii) Apollo will not sell, transfer or assign any of the Relevant Common Stock or any voting interest therein during the term of this Letter Agreement except to a purchaser who agrees in writing prior to such acquisition to be bound by the terms of the voting agreement with Apollo and by all the terms of this Letter Agreement with respect to the Relevant Common Stock being acquired by such purchaser.
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Apollo Agreements 
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Related to Apollo Agreements

  • Stockholder Agreements Except as provided in this Agreement and the other Transaction Documents, there are no agreements, written or oral, between the Company and any current holder of its securities, or to the Company's knowledge, among any holders of its securities, relating to the acquisition (including, without limitation, rights of first refusal, anti-dilution or preemptive rights), disposition, registration under the Securities Act, or voting of the Common Stock or Preferred Stock.

  • 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.

  • Rights Agreements The Company has not adopted any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Independent Agreements The covenants set forth in Section 9.3 above shall be construed as an agreement independent of any other provision contained in this Agreement, and the existence of any claim or cause of action, whether predicated upon this Agreement or otherwise, against the Company or any of its Affiliates shall not constitute a defense to the enforcement by the Company or any of its Affiliates of any of such covenants. The Executive acknowledges that the Company has fully performed all obligations entitling it to the benefit of the covenants set forth in Section 9.3 above, and that such covenants, therefore, are not executory or otherwise subject to rejection under the Bankruptcy Code of 1978.

  • Shareholders Agreements Any agreement by and between the Shareholder and any Affiliate of the Company;

  • Existing Agreements The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

  • Affiliates Agreements Concurrently with the execution of this --------------------- Agreement, GBB shall have received from each person named in the letter or otherwise referred to in Section 6.9 an executed copy of an agreement substantially in the form on Exhibit B hereto. ---------

  • Investment Agreement AUGUST.2017 7

  • Selling Agreements Distributor is authorized to enter into agreements with other broker-dealers providing for the solicitation of unconditional orders for purchases of the Fund's Shares authorized for issuance and registered under SA-33 and fix therein the portion of the sales charge which may be reallowed to the selected dealers, as permitted under that Fund's prospectus. All such agreements shall be either in the form of agreement attached hereto or in such other form as may be approved by the officers of the Fund ("Selling Agreement"). Within the United States, the Distributor shall offer and sell Shares to such selected dealers as are members in good standing of the NASD; "banks" as such term is defined in Section 3(a)(6) of the Exchange Act or a "bank holding company" as such term is defined in the Bank Holding Company Act of 1956, as amended, duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was organized; and such other entities or purchasers as otherwise mutually agreed in writing.

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