Equityholders Agreement Sample Clauses

Equityholders Agreement. 20 3.7 Stockholders Agreement ........................................................... 20 3.8 Guaranty ......................................................................... 20 3.9 Sale of Securities to the Purchaser .............................................. 20 3.10
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Equityholders Agreement. The Company and Purchaser shall have entered into an Equityholders Agreement in form and substance as set forth in Exhibit C attached hereto (the "Equityholders Agreement"), and the Equityholders Agreement shall be in full force and effect as of the Closing.
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Equityholders Agreement. The Equityholders Agreement amended and restated as of August, 1999 by and among the investors in RTII and the Parent, RTII, the Parent and RES Holding Corporation, in the form delivered to the Agent on the Effective Date.
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Equityholders Agreement. (a) Except as set forth on Schedule 2.5, such Seller is a party to the Equityholders' Agreement, which is a valid and binding agreement with respect to such Seller, enforceable against such Seller in accordance with its terms; and such Seller is not (and to the Knowledge of such Seller, no other Person is) in breach in any material respect of the Equityholders' Agreement. Such Seller is not party to any amendment, supplement or binding interpretation of the Equityholders' Agreement except as set forth in Schedule 3.3(b). Each Seller hereby agrees that the transactions contemplated by this Agreement shall be deemed to constitute an "Approved Sale" (as defined in the Equityholders' Agreement) for all purposes of the Equityholders' Agreement as to which both the "Kaplan Group" (as defined in the Equityholders' Agreexxxx) and the "EGI Group" (as defined in the Equityholders' Agreement) constitute the "Triggering Equityholders" (as defined in the Equityholders' Agreement) and as to which such Triggering Equityholders have validly exercised the "drag-along rights" provided in Section 4.4(a) of the Equityholders' Agreement for all purposes of the Equityholders' Agreement, including for all purposes of Section 4.4(c) of the Equityholders' Agreement, without regard to any variation between the terms hereof and the provisions of the Equityholders' Agreement (any such variations are hereby waived). Such Seller (i) has consented to and shall raise no objections against the transactions contemplated by this Agreement and (ii) shall execute and deliver such instruments of conveyance and transfer and take all other necessary or desirable actions in connection with the consummation of the transactions contemplated hereby reasonably requested by the Buyer. Such Seller agrees that, upon the consummation of the transactions contemplated by this Agreement, the conditions set forth in Section 4.4(b) of the Equityholders' Agreement shall have been fully satisfied. (b) Except for the Equityholders' Agreement or as set forth in Schedule 3.3(b): such Seller is not a party to any (i) voting trusts, proxies or other Contracts with respect to the voting of any Company Equity Securities, (ii) Contracts restricting the transfer of any Company Equity Securities, (iii) preemptive or anti-dilutive rights or rights of first offer or first refusal or "tag-along", "drag-along" or similar rights with respect to any Company Equity Securities or (iv) rights with respect to registration under se...
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Equityholders Agreement. (a) The Company and Sellers shall comply with the Equityholders' Agreement in all respects and shall enter into such amendments, supplements or modifications thereto or waivers thereunder as may be required to fully effect the terms of this Agreement. (b) Sellers hereby covenant that, as to the Company, the Equityholders' Agreement shall terminate upon the Closing.
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Equityholders Agreement. As soon as reasonably practicable following the date hereof (and in any event prior to the Closing), the Parties shall negotiate in good faith, finalize and agree on the form of an equityholders agreement by and between Seller (or an Approved Recipient), Purchaser, and the Sold Company (the “Equityholders Agreement”) and an amendment to the Organizational Documents of the Sold Company, in each case, to be effective as of the Closing and containing terms substantially consistent with the terms set forth in the Retained Interest Term Sheet and such other customary terms and conditions as are mutually agreed between Seller and Purchaser and that are not inconsistent with the terms set forth in Retained Interest Term Sheet; provided, that, notwithstanding the foregoing, pending completion of such negotiation, the terms set forth in the Retained Interest Term Sheet shall control and be binding upon the Parties from and after the Closing.
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Equityholders Agreement. The parties acknowledge and agree that the Equityholders Agreement has been duly executed and delivered by the parties thereto as of the date of this Agreement and will be effective as of the Closing.
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Equityholders Agreement. Equity One shall continue to be entitled to the benefits of the Equityholders Agreement and the Equityholders Agreement shall remain enforceable as against LIH.
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Equityholders Agreement. LIH shall continue to be entitled to the benefits of the Equityholders Agreement and the Equityholders Agreement shall remain enforceable as against Equity One, Gazit-Globe Ltd. and the other parties thereto; and
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Related to Equityholders Agreement

  • 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.

  • 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.

  • 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.

  • 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.

  • Shareholders' Agent (a) At the Closing, VenGrowth Private Equity Partners Inc. shall be constituted and appointed as the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent for and on behalf of the Closing Company Shareholders to: (i) give and receive notices and communications to or from Acquiror (on behalf of itself of any other Indemnified Person) relating to this Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, settlements and compromises of, and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including with respect to any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Shareholders’ Agent may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall receive no compensation for his services.

  • 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.

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