MODIFICATION OF STOCKHOLDERS AGREEMENT Sample Clauses

MODIFICATION OF STOCKHOLDERS AGREEMENT. The parties to this Agreement, being all of the parties to the Stockholders Agreement, hereby agree to amend the Stockholders Agreement pursuant to Section 3.7 of the Stockholders Agreement as set forth in subsections (a) and (b) of this Section 5 below.
Sample 1
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MODIFICATION OF STOCKHOLDERS AGREEMENT. None of Acquiror, Merger Sub or the Company shall, without the prior written consent of the Stockholder, (a) execute and deliver the Stockholders’ Agreement at the Closing if such agreement reflects, directly or indirectly, an omission of or change to the rights of the Stockholder set forth in the form of the Stockholders’ Agreement attached as Exhibit B to the Merger Agreement as of the date of this Agreement, including the Stockholder’s rights under Section 3.2.4 thereof, and such omission or change adversely affects the rights of the Stockholder thereunder, or (b) agree or propose to take any action that, if taken, would result in a violation of clause (a).
Sample 1
MODIFICATION OF STOCKHOLDERS AGREEMENT. Notwithstanding any provision of the Stockholders Agreement to the contrary, all references to "Fair Market Value" in Section 2 of the Stockholders Agreement as they relate to the Executives shall mean Fair Market Value as defined in this Agreement.
Sample 1

Related to MODIFICATION OF STOCKHOLDERS AGREEMENT

  • Termination of Stockholders Agreement The Stockholders, the Company and the other parties thereto hereby agree to terminate the Stockholders Agreement, including any and all annexes or exhibits thereto, as of the Effective Time. The provisions of the Stockholders Agreement shall not survive its termination, and shall have no further force from and after the Effective Date, nor shall any party to the Stockholders Agreement have any surviving obligations, rights or duties thereunder.

  • Termination of Shareholders Agreement Each of the Parties agrees that upon the Closing, the Shareholders’ Agreement shall be, without any further action required by any Party, terminated immediately, in its entirety and shall be of no further force or effect, including without limitation, each of the provisions of Section 8.3 thereof.

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

  • 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 Investors, 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:

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

  • 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.

  • 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.

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