Approval and Waiver Under Campuslink Stockholders’ Agreement; Termination of Campuslink Stockholders’ Agreement Sample Clauses

Approval and Waiver Under Campuslink Stockholders’ Agreement; Termination of Campuslink Stockholders’ Agreement. 1.3.1 This Agreement (together with the Other Stockholder Agreements) is and shall be deemed to be an amendment to and waiver of Section 5.1 of the Campuslink Stockholders’ Agreement, so that, notwithstanding any contrary provision in the Campuslink Stockholders’ Agreement or in any other agreement between the Company and any Campuslink Stockholder, (i) Section 5.1 of the Campuslink Stockholders’ Agreement shall not require or entitle the “CCS Group Directors” (as such term is defined in the Campuslink Stockholders’ Agreement, the “CCS Group Directors”) to approve or consent to, pursuant to Section 5.1 of the Campuslink Stockholders’ Agreement, and (ii) the Campuslink Stockholders’ shall by this Agreement have waived their right to have the CCS Group Directors approve or consent to, pursuant to Section 5.1 of the Campuslink Stockholders’ Agreement, any of (x) the Transactions or (y) the other instruments, documents or actions reasonably required to evidence or effectuate the consummation of the Transactions or otherwise to carry out the intent of the parties under this Agreement (including any instruments, documents and actions with respect to Permitted Subordinated Debt contemplated by Exhibit I (as such term is defined in such exhibit)). 1.3.2 Each Campuslink Stockholder hereby consents to and approves the Transactions and all other instruments, documents and actions reasonably required to evidence or effectuate the consummation of the Transactions and otherwise to carry out the intent of the parties under this Agreement. The execution, delivery and performance of this Agreement by the Company shall be deemed to constitute full compliance by the Company and the Majority Stockholders (as such term is defined in the Campuslink Stockholders’ Agreement) with the provisions of the Campuslink Stockholders’ Agreement insofar as such provisions are applicable to the Transactions, and no Campuslink Stockholder shall assert any right, claim or entitlement under or by reason of the Campuslink Stockholders’ Agreement inconsistent with this Agreement. Without limiting the generality of the foregoing, each Campuslink Stockholder hereby waives, with respect to the Transactions, (i) the application of Section 2 of the Campuslink Stockholders’ Agreement and the provisions of any other agreement or understanding to which the Company, any Majority Stockholder (as such term is defined in the Campuslink Stockholders’ Agreement) or CIT Lending Services Corporation (“CIT”) is ...
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Related to Approval and Waiver Under Campuslink Stockholders’ Agreement; Termination of Campuslink Stockholders’ Agreement

  • Stockholders Agreement Investor and the other parties to the Stockholders Agreement shall have executed and delivered the Stockholders Agreement to the Company.

  • Shareholders Agreement For so long as the ratio of the number of the Equity Securities owned by the Star Group on a fully diluted basis divided by the number of the Equity Securities owned by the Investor Group on a fully diluted basis is at least 0.6, the Guarantor may not take any of the actions set forth in schedule II of the Shareholders’ Agreement without the prior written approval of Star. For the purpose of this clause “on a fully diluted basis” means taking into account any shares issued or issuable under warrants, options and convertible instruments (or other equity equivalents).

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

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • Securityholders Agreement The term "Securityholders Agreement" shall mean the Securityholders Agreement dated as of the Closing Date, among Dairy Holdings, Vestar, the Management Investors, and the other securityholders a party thereto, as it may be amended or supplemented thereafter from time to time.

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

  • Stockholder Agreements Except as contemplated by or disclosed in the Transaction Agreements, such Founder is not a party to and has no knowledge of any agreements, written or oral, relating to the acquisition, disposition, registration under the Securities Act, or voting of the securities of the Company.

  • 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.

  • Transfer of Incentive Distribution Rights The General Partner or any other holder of Incentive Distribution Rights may transfer any or all of its Incentive Distribution Rights without the approval of any Limited Partner or any other Person.

  • Warrant Agreement and Registration and Shareholder Rights Agreement The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Shareholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

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