Director-Shareholder Agreements Sample Clauses

Director-Shareholder Agreements. As soon as reasonably practicable following the execution hereof, Sequoia shall take all action necessary in accordance with the National Bank Act, its Articles of Association and Bylaws and any other applicable rules, to call, give notice of and convene a meeting of its shareholders to consider and vote upon the approval and adoption of this Agreement, the Consolidation and the Liquidation and for such other purposes as may be necessary or desirable. The Sequoia Board of Directors has determined that this Agreement and the transactions contemplated herein are advisable and in the best interests of the Sequoia shareholders and, subject to the fiduciary obligations of a director as advised by legal counsel, each member of the Sequoia Board of Directors has executed and delivered to Sequoia, dated as of the date of this Agreement, a director-shareholder agreement addressed to FNB substantially in the form attached hereto as Exhibit I ("Director-Shareholder Agreement"), pursuant to which each member of the Sequoia Board of Directors in the capacity of a shareholder has committed to vote his or her shares of Sequoia Common Stock in favor of this Agreement and the transactions described herein and to recommend to all other shareholders that they also vote in favor of this Agreement and the transactions described herein. Sequoia shall use its commercial best efforts to solicit and secure all needed approvals from the shareholders of Sequoia.
Sample 1
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Director-Shareholder Agreements. NVBancorp shall have received signed director-shareholder agreements, in substantially the form attached hereto as Exhibit E, from all of the members of the YCB Board of Directors and all of the executive officers of YCB, on or before the date of the mailing of the Proxy Statement/Prospectus to the shareholders of YCB, pursuant to which each such person in his or her capacity as a shareholder commits to vote all of his or her YCB Shares in favor of the Merger and the transactions contemplated by this Agreement and the Agreement of Merger, and to recommend to all other YCB shareholders, subject to the exercise of fiduciary duties, a vote in favor of the Merger and the transactions contemplated by this Agreement and the Agreement of Merger.
Sample 1

Related to Director-Shareholder Agreements

  • 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.

  • Stockholder Agreements Except as provided in this Agreement and the other Transaction Documents, there are no agreements, written or oral, between the Company and any current holder of its securities, or to the Company's knowledge, among any holders of its securities, relating to the acquisition (including, without limitation, rights of first refusal, anti-dilution or preemptive rights), disposition, registration under the Securities Act, or voting of the Common Stock or Preferred Stock.

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

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

  • 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).

  • 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.

  • Warrant Agreement and Registration and Stockholder Rights Agreement The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Stockholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

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

  • Shareholder Transactions (i) Process shareholder purchase and redemption orders in accordance with conditions set forth in the Trust's prospectus.

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