Existing Shareholders Agreement Clause Samples

Existing Shareholders Agreement. Such Shareholder understands and acknowledges that effective as of the Effective Time, it shall own no shares of Company Common Stock and the Existing Shareholders Agreement shall terminate in accordance with its terms as of the Effective Time.

Existing Shareholders Agreement. The Sellers hereby (a) waive any and all preemptive rights arising out of the Existing Shareholders Agreement relating to the Transactions contemplated by this Agreement and the Sale Shares and (b) the Sellers acknowledge and agree that the Existing Shareholders Agreement has been terminated in its entirety prior to the date hereof and the Buyer has been provided with adequate evidence of such termination.

Existing Shareholders Agreement. This Agreement shall amend and restate the existing first amended and restated shareholders agreement dated August 1, 2019 entered into between the Company, the Series A Holders, the Series B Holders and the Founders (the “Prior Agreement”). The Company, the Series A Holders, the Series B Holders and the Founders hereby terminate the Prior Agreement.

Existing Shareholders Agreement. All parties hereto (include any Tag Sellers) acknowledge and agree that upon Closing, the Shareholders Agreement shall terminate (it being understood that the parties to the Securities Holders Agreement described in Section 8.7 hereof will be bound by such Securities Holders Agreement).

Existing Shareholders Agreement. (a) Subject to Section 3.06, solely for the purpose of permitting Telenor to execute, deliver and perform its obligations under the New Shareholders Agreement and other Principal Agreements to which it is a party, Telenor, ▇▇. ▇▇▇▇▇, Glavsotkom and the Bee Line Fund hereby waive all of their respective rights under and the obligations of each other party to the Existing Shareholders Agreement. (b) Subject to Section 3.06, solely for the purpose of permitting each of ▇▇. ▇▇▇▇▇, Glavsotkom and the Bee Line Fund to execute, deliver and perform his and its obligations under (i) the Zimin Principal Agreements to which he or it is a party, as the case may be, and (ii) the share purchase agreements between the Bee Line Fund and Codan Trust Company Limited, between Codan Trust Company Limited and Overture and between ▇▇. ▇▇▇▇▇ and Overture, each to ensure that Overture will own at least such number of shares of Common Stock or Preferred Stock as are required to allow it to fulfill its obligations under the Zimin Principal Agreements to which it is a party, Telenor, ▇▇. ▇▇▇▇▇, Glavsotkom and the Bee Line Fund hereby waive all of their respective rights under and the obligations of each other party to the Existing Shareholders Agreement.

Existing Shareholders Agreement. The Shareholder and the Company hereby agrees that, in accordance with the terms thereof, (i) the Company Shareholders’ Agreements, (ii) any rights of such Shareholder under the Company Shareholders’ Agreements and (iii) any rights under any other agreement providing for redemption rights, put rights, purchase rights or other similar rights not generally available to the Company Shareholders, shall be terminated effective as of the Merger Effective Time, and thereupon shall be of no further force or effect, without any further action on the part of any of the Shareholder or the Company, and neither the Company, the Shareholder, nor any of their respective affiliates or subsidiaries shall have any further rights, duties, liabilities or obligations thereunder and the Shareholder and the Company hereby releases in full any and all claims with respect thereto with effect on and from the Merger Effective Time. Notwithstanding the foregoing, the termination of the Company Shareholders’ Agreements does not release any party from any liability under any obligation pursuant to the Company Shareholders’ Agreements, which at the time thereof has already fallen due for performance or any prior breach of the Company Shareholders’ Agreements. The Company Shareholders’ Agreements remain binding after the termination with respect to all parties to the extent the context so requires in order to safeguard the rights of the parties and the exercise of the provisions agreed upon in the Company Shareholders’ Agreements. In particular, the sections regarding intellectual property rights, confidentiality, non-competition and non-solicitation, and certain other provisions survive the termination of the Company Shareholders’ Agreements. The confidentiality obligations survive the termination of the Company Shareholders’ Agreements for a period of 24 months, while the non-competition and non-solicitation obligation survives the termination for a period of 12 months.

Existing Shareholders Agreement. Royal Resources hereby irrevocably and forever waives its right to designate a director to the Board pursuant to that certain Shareholders’ Agreement, dated as of August 23, 2018, by and among the Company, Royal Resources and the other parties thereto (the “Existing Shareholders’ Agreement”). The Company and Royal Resources acknowledge and agree that, subject to and effective upon the Closing, the Existing Shareholders’ Agreement shall terminate by virtue of this Section 2.3.

Existing Shareholders Agreement. The Company and the Holders acknowledge and agree that, if any shareholders of the Company elects to participate in a Registration under Section 2 of this Schedule II by exercising their piggyback registration rights under the Existing Shareholders Agreement, such shareholders shall be entitled to participate in such Registration, and shall have the protections against exclusion of their shares in such Registration, in each case in accordance with the Existing Shareholders Agreement.