BY-LAWS AND SHAREHOLDERS' AGREEMENT OF THE STRATEGIC PARTNER Sample Clauses

BY-LAWS AND SHAREHOLDERS' AGREEMENT OF THE STRATEGIC PARTNER. The Parties shall use their best efforts to always keep the most appropriate legal structure in order to have, in proportion to their respective Interest in the Strategic Partner (as this may vary from time to time) but always subject to equal Transfer Restrictions and Extended Transfer Restrictions between the Parties, the same rights and Obligations (but subject to Clause 10.2.3 as the case may be) with respect to the Mexican Government, the NAFIN Trust , GCN and GCN's subsidiaries, notwithstanding any difference established by SCT between Key Partners and the Investment Partners as provided for in the Transaction Documents and/or any differences in their Interest. Best efforts shall include the possible setting up of trust agreements or intermediary corporate entities to hold the shares of the Strategic Partner. In any event, all rights and Obligations applicable to the Key Partners and the investment Partner in accordance with the Transaction Documents shall be jointly and severally assumed by all Parties. Each Party shall do everything that is reasonably requested by the other Parties to comply with all Tender conditions and requirements.
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Related to BY-LAWS AND SHAREHOLDERS' AGREEMENT OF THE STRATEGIC PARTNER

  • Shareholders Agreements Any agreement by and between the Shareholder and any Affiliate of 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).

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

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

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

  • Termination of Shareholders Agreement Each of the Parties agrees that upon the Closing, the Shareholders’ Agreement shall be, without any further action required by any Party, terminated immediately, in its entirety and shall be of no further force or effect, including without limitation, each of the provisions of Section 8.3 thereof.

  • 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.

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

  • 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.

  • Termination of Stockholders Agreement The Stockholders, the Company and the other parties thereto hereby agree to terminate the Stockholders Agreement, including any and all annexes or exhibits thereto, as of the Effective Time. The provisions of the Stockholders Agreement shall not survive its termination, and shall have no further force from and after the Effective Date, nor shall any party to the Stockholders Agreement have any surviving obligations, rights or duties thereunder.

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