Delivery of Stockholders Agreement Sample Clauses

Delivery of Stockholders Agreement. Rentech shall have received a counterpart to the Stockholders Agreement signed by a duly authorized officer of Peabody.
Sample 1
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Delivery of Stockholders Agreement. Delivery of a Stockholders Agreement executed by TMI and the Seller governing Seller’s ownership of TMI’s Common Stock, in substantially the form set forth in Schedule 3.4 (Stockholders Agreement).
Sample 1
Delivery of Stockholders Agreement. It is a condition precedent to the obligations of the Company under this Agreement that the Company and Xxxx duly execute and deliver that certain Stockholders Agreement in the form attached hereto as EXHIBIT-A. REPRESENTATIONS OF THE COMPANY. The Company represents and warrants to Xxxx that: The Company is a corporation duly incorporated, validly existing and in corporate good standing under the laws of the State of Delaware and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse impact on the business of the Company. The Company has the corporate power and authority to own and hold its properties and to carry on its business, to execute, deliver and perform this Agreement and to issue, sell and deliver the shares of Common Stock to be issued, sold and delivered by it hereunder. The shares of Common Stock to be issued and sold by the Company hereunder have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of the capital stock of the Company with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company. The company is not in violation of any term of any mortgage, indenture, contract, agreement, instrument, judgment, decree, order, statute, rule or regulation to which the Company is subject, which violation would have a material adverse effect on the condition, financial or otherwise, or operations of the Company. No consent, approval, order or authorization of, or registration, qualification, designation declaration or filing with, any person or any governmental authority is or will be required for the valid execution and delivery of this Agreement by the Company or the offer, issue, sale and delivery by the Company of the shares of Common Stock as contemplated by this Agreement, except such as have been obtained or made. Based in part on the representations made by Xxxx in section 4 of this Agreement, the offer and sale of the shares of Common Stock hereunder to Xxxx will be in compliance with applicable Federal and state securities laws.
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Delivery of Stockholders Agreement. Each of the Shareholders and the Company shall have executed and delivered to Surge the Stockholders Agreement.
Sample 1
Delivery of Stockholders Agreement. Surge shall have executed and delivered to the Shareholders the Stockholders Agreement.
Sample 1

Related to Delivery of Stockholders Agreement

  • 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;

  • 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).

  • 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:

  • Restricted Stock Agreement Each Award of Restricted Stock shall be evidenced by an Award Agreement that shall specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Committee, in its sole discretion, shall determine. Unless the Committee determines otherwise, Shares of Restricted Stock shall be held by the Company as escrow agent until the restrictions on such Shares have lapsed.

  • 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.

  • Tax Matters Agreement If the Contributor (1) owns, directly or indirectly, an interest in any Contributed Property specified in the Tax Matters Agreement or (2) has any members that have been provided an opportunity to guarantee debt as set forth in the Tax Matters Agreement, the REIT and the Operating Partnership shall have entered into the Tax Matters Agreement substantially in the form attached as Exhibit D, if applicable.

  • Selected Dealers Agreements (a) The Distributor shall have the right to enter into selected dealer agreements with Selected Dealers for the sale of Shares. In making agreements with Selected Dealers, the Distributor shall act only as principal and not as agent for a Fund. Shares sold to Selected Dealers shall be for resale by such dealers only at the public offering price set forth in the Prospectus. With respect to Class A Shares, in such agreement the Distributor shall have the right to fix the portion of the applicable front-end sales charge which may be allocated to the Selected Dealers. (b) Within the United States, the Distributor shall offer and sell Shares only to Selected Dealers that are members in good standing of the NASD. (c) The Distributor shall adopt and follow procedures, as approved by each Fund, for the confirmation of sales of its Shares to investors and Selected Dealers, the collection of amounts payable by investors and Selected Dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the NASD, as such requirements may from time to time exist.

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