Approvals and Waivers Under Equity Purchase Agreement and Stockholders’ Agreement Sample Clauses

Approvals and Waivers Under Equity Purchase Agreement and Stockholders’ Agreement. 1.3.1 Notwithstanding any contrary provision in the Equity Purchase Agreement, dated as of February 4, 2000, among the Company and the Series A Stockholders (the “Equity Purchase Agreement”) or in any other agreement between the Company and any Series A Stockholder, but subject only to Section 1.3.3, the execution and delivery of this Agreement by the Series A Stockholders shall be deemed to constitute any and all approvals of the (i) the Transactions and (ii) 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 (including any instruments, documents and actions with respect to Permitted Subordinated Debt contemplated by Exhibit G (as such term is defined in such exhibit)), in each case, which are required to be given by (a) the holders of a majority of the Purchaser Securities held by the MDCP Group Stockholders or their permitted assigns and transferees, (b) the holders of a majority of the Purchaser Securities held by the Blackstone Group Stockholders or their permitted assigns and transferees (as such capitalized terms in clauses (a) and (b) are defined in the Equity Purchase Agreement) or (c) any other Series A Stockholder or group of Series A Stockholders, in each case, pursuant to Section 5D of the Equity Purchase Agreement, any other agreement to which Series A Stockholders and the Company are parties or otherwise. 1.3.2 The execution, delivery and performance of this Agreement by the Company shall be deemed to constitute, with respect to the Transactions, (i) full compliance by the Company and the Principal Stockholders (as such term is defined in the Preferred Stockholders’ Agreement, the “Principal Stockholders”) with the provisions of the Preferred Stockholders’ Agreement and (ii) full compliance by the Company with the Certificate of Incorporation (including the terms of the Series A Preferred Stock set forth in Article VI thereof), insofar as the terms of the Preferred Stockholders’ Agreement and the Certificate of Incorporation are applicable to the Transactions, and no Series A Stockholder shall assert any right, claim or entitlement under or by reason of the Preferred Stockholders’ Agreement or the Certificate of Incorporation inconsistent with this Agreement. Without limiting the generality of the foregoing, each Series A Stockholder hereby waives (to the extent that such Series A Stockholder ...
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Related to Approvals and Waivers Under Equity Purchase Agreement and Stockholders’ Agreement

  • Registration Rights Agreement and Escrow Agreement The parties have entered into the Registration Rights Agreement and the Escrow Agreement, each dated the date hereof.

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

  • 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).

  • 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.

  • 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.

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

  • 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.

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

  • Termination of Merger Agreement This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

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