CERTIFICATE OF DESIGNATIONS; STOCKHOLDERS' AGREEMENT; REGISTRATION RIGHTS AGREEMENT; RESTRUCTURING Sample Clauses

CERTIFICATE OF DESIGNATIONS; STOCKHOLDERS' AGREEMENT; REGISTRATION RIGHTS AGREEMENT; RESTRUCTURING. (a) The certificate of incorporation of the Company shall have been duly amended by the filing of the Certificate of Designations in the form of EXHIBIT A hereto. (b) The Company, the Purchasers and certain other stockholders of the Company named therein shall have entered into a Stockholders' Agreement substantially in the form of EXHIBIT C hereto. (c) The Company shall have entered into a Registration Rights Agreement with the Purchasers substantially in the form of EXHIBIT D hereto. (d) The Company shall have satisfactorily completed, in the sole judgment of the Xxxxxxx Funds, (i) the restructuring of the Series A Convertible Preferred Stock and the Exchangeable Notes and (ii) the conversion of all of the outstanding shares of the Series B Exchangeable Preferred Stock.
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Related to CERTIFICATE OF DESIGNATIONS; STOCKHOLDERS' AGREEMENT; REGISTRATION RIGHTS AGREEMENT; RESTRUCTURING

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

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

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

  • Warrant Agreement and Registration Rights Agreement The Company shall have entered into the Warrant Agreement and the Registration Rights Agreement, each on terms satisfactory to the Purchaser.

  • 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).

  • 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.

  • Registration Rights Agreement The Company and the Initial Shareholders have entered into a registration rights agreement (the “Registration Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby the parties will be entitled to certain registration rights with respect to their securities, as set forth in such Registration Rights Agreement and described more fully in the Registration Statement.

  • 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.

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