(dd). Shareholders Agreement Sample Clauses

(dd). Shareholders Agreement. The Lender and each of the other shareholders of the Borrower that own more than five percent (5%) of the Borrower’s issued and outstanding common stock shall to enter into a shareholders’ agreement governing the Borrower (the “Shareholders’ Agreement”) by no later than December 31, 2023, which shall contain customary terms and conditions acceptable to the Lender, including without limitation (0 board representation and governance decisions; (ii) shareholder approval thresholds for corporate decisions and actions including actions outside the ordinary course of business; (iii) definitions of liquidity events and alternative liquidation events and priorities as to distribution of proceeds in such circumstances; (iv) pre-emptive rights, rights of first refusal and tag-along rights; and (v) confidentiality, it being understood that the articles and by-laws of the Borrower shall be amended prior to or concurrently with the effective date of the Shareholders’ Agreement in order to the extent necessary to be consistent therewith; provided that failure to satisfy this obligation to enter the Shareholders’ Agreement will not be a Default or Event of Default, provided that, the foregoing obligation to enter into the Shareholders’ Agreement shall not apply of the shares of the Borrower are listed and posted for trading on a recognized stock exchange in North America on or prior to December 31, 2023.
Sample 1
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(dd). Shareholders Agreement. The Lender and each of the other shareholders of the Borrower that own more than five percent (5%) of the Borrower’s issued and outstanding common stock shall to enter into a shareholders’ agreement governing the Borrower (the “Shareholders’ Agreement”) by no later than June 30, 2024, which shall contain customary terms and conditions acceptable to the Lender, including without limitation (i) shareholder approval thresholds for corporate decisions and actions including actions outside the ordinary course of business; (ii) definitions of liquidity events and alternative liquidation events and priorities as to distribution of proceeds in such circumstances; (iii) pre-emptive rights, rights of first refusal and tag-along rights; and (iv) confidentiality, it being understood that the articles and by-laws of the Borrower shall be amended prior to or concurrently with the effective date of the Shareholders’ Agreement in order to the extent necessary to be consistent therewith; provided that failure to satisfy this obligation to enter the Shareholders’ Agreement will not be a Default or Event of Default, provided that, the foregoing obligation to enter into the Shareholders’ Agreement shall not apply if the shares of the Borrower are listed and posted for trading on a recognized stock exchange or Nasdaq Market in North America on or prior to June 30, 2024.
Sample 1

Related to (dd). Shareholders Agreement

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • NOW, THEREFORE the parties hereto agree as follows:

  • Governing Law THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

  • Definitions As used in this Agreement, the following terms shall have the following meanings:

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

  • Waiver The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

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