Certificate of Amendment; Stockholders' Agreement Sample Clauses

Certificate of Amendment; Stockholders' Agreement. At the Closing, immediately following the sale and purchase of the Purchase Shares contemplated by this Agreement: (i) the Company shall file the Amended and Restated Certificate of Incorporation of the Company (the "Restated Certificate") in the form attached as Exhibit A with the Secretary of State of the State of Delaware, which Restated Certificate provides for a reclassification of the outstanding shares of capital stock of the Corporation into Common Stock; (ii) (A) the Company, (B) BLS, and (C) Lehmxx Xxxthers Capital Partners II, L.P., Lehmxx Xxxthers Merchant Banking Portfolio Partnership L.P., Lehmxx Xxxthers Offshore Investment Partnership L.P., and Lehmxx Xxxthers Offshore Investment Partnership - Japan, L.P. (the "Lehmxx Xxxestors"), shall execute and deliver a Stockholders Agreement, in form and substance satisfactory to the Company, BLS, and the Lehmxx Xxxestors, reflecting the terms set forth on Exhibit B; and (iii) the Company shall deliver to BLS and each Lehmxx Xxxestor, in exchange for the surrender by such Selling 5 Stockholder of all certificates representing Shares owned by such Selling Stockholder that are not Purchase Shares (the "Retained Shares"), a certificate representing a number of shares of Common Stock equal to the number of Retained Shares of such Selling Stockholder.
Sample 1
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Related to Certificate of Amendment; Stockholders' Agreement

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

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

  • 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).

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

  • 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.

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

  • 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.

  • Investor Rights Agreement The Investor Rights Agreement substantially in the form attached hereto as Exhibit B shall have been executed and delivered by the parties thereto.

  • 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.

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