Modifications to Stockholders Agreement Sample Clauses

Modifications to Stockholders Agreement. For all purposes of the Stockholders Agreement, (i) the Executive will not be deemed to “Compete” (as defined in the Stockholders Agreement) if he violates Section 7(a) or 7(c) of this Agreement unless such violation is material, (ii) “Fair Market Value” (as defined in the Stockholders Agreement) with respect to all Equity Interests (as defined in the Stockholders Agreement) held by the Executive shall be determined without regard to any minority interest or marketability discount and (iii) notwithstanding anything to the contrary in Section 5.3 of the Stockholders Agreement, in lieu of accepting the promissory note contemplated by such Section 5.3, the Executive may elect (which such election shall be binding on the Company) to have his Management Call Group (as defined in the Stockholders Agreement) continue to hold the Management Shares (as defined in the Stockholders Agreement) until such time as the Company may repurchase such Shares for cash pursuant to the Stockholders Agreement without constituting, resulting in or giving rise to a breach or violation of the terms or provisions of, or resulting in a default, event of default or right or cause of action under, any guarantee, financing or security agreement, indenture or document entered into by the Company or any of its subsidiaries and in effect on such date in respect of indebtedness for borrowed money or any debt security, would be prohibited under Section 160 of the General Corporation Law of the State of Delaware (the “DGCL”), or otherwise violating the DGCL (or if the Company or any such subsidiary reincorporates in another jurisdiction, the applicable business corporation law of such jurisdiction); provided that the period during which the Company may exercise its repurchase rights under the Stockholders Agreement shall be tolled during any period during which the Executive has made an election pursuant to this clause (iii) and that, if any Management Shares are repurchased from the Executive or his Management Call Group after such period pursuant to the Stockholders Agreement, Fair Market Value will be determined as of time the Management Call Notice (as defined in the Stockholders Agreement) is sent following such period.
Sample 1
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Related to Modifications to 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).

  • 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.

  • 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 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.

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

  • 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.

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

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