Class B Shareholders Agreement; Proxy Sample Clauses

Class B Shareholders Agreement; Proxy. (A) Each Individual Limited Partner agrees that, if he is issued Class B Shares at a time when he is not a party to the Class B Shareholders Agreement, then simultaneously with such issuance of Class B Shares, he shall execute either (A) if the Class B Shareholders Agreement has not been terminated as of the date of such issuance, a joinder providing for him to become a party to, and bound by, the Class B Shareholders Agreement, or (B) if the Class B Shareholders Agreement has been terminated as of the date of such issuance, a separate instrument pursuant to which he agrees to be bound by the terms of the proxy set forth in Section 2.3(b) of the Class B Shareholders Agreement, as amended pursuant to the Governance Agreement (the “Voting Holiday Proxy”). (B) In the event that the Voting Holiday Proxy ceases to be effective prior to the end of the Voting Holiday (as defined in the Governance Agreement), each holder of Corresponding Class B Shares (as defined in the Governance Agreement) hereby irrevocably constitutes and appoints the Chief Executive Officer and the Chief Financial Officer of Och-Ziff as the sole and exclusive attorneys-in-fact and proxies of such Class B Shareholder, each of them with the power to act alone and with full power of substitution and resubstitution, on the same terms and to the same extent as if the Voting Holiday Proxy had remained in effect, with the proxy under this Section 3.1(n)(iv)(B) to then remain in effect until the end of the Voting Holiday.
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Related to Class B Shareholders Agreement; Proxy

  • 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.

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

  • 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.

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

  • 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.

  • LLC Agreement This Agreement shall be treated as part of the LLC Agreement as described in Section 761(c) of the Code and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations.

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

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