PURPOSES OF THE SHAREHOLDERS AGREEMENT Sample Clauses

PURPOSES OF THE SHAREHOLDERS AGREEMENT. 2.1. Subject to the terms and conditions set forth herein, the purpose of this Shareholders Agreement is to (i) rule and regulate the terms and conditions under which the Venture will develop, exploit, own, operate, distribute, produce and market Adult Content for any form of commercial exploitation in Television and Other Media in Brazil, during the Term; (ii) establish some common general guidelines with respect to the conduct of the business, corporate structure, management, restrictions on transfer of Shares, distribution of profits and non competition, among other issues; and (iii) regulate the terms and conditions under which the Venture shall develop its business and activities.
Sample 1
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PURPOSES OF THE SHAREHOLDERS AGREEMENT. The purposes of the Agreement are to define the rights and duties of the Parties and their respective undertakings in pursuing their common goal. The Parties hereby irrevocably acknowledge and declare that the foregoing recitals are true and correct in substance and in fact. The Agreement also creates some rights and duties for the Company which accepts them. Nothing in this Agreement shall create or be deemed to create a partnership or the relationship of principal and agent or employer and employee between any of the Parties and no Party shall be responsible for the acts or omissions of the employees or representatives of the other Parties. The provisions of this Agreement relating to the Shares shall apply mutatis mutandis to any shares or securities into which such Shares may be converted, reclassified, divided, re-designated, subdivided or consolidated, to any shares or securities which are received by the Parties hereto as a stock dividend or distribution payable in shares or securities of the Corporation and to any shares or securities of the Corporation or of any successor or continuing corporation which may be received by the Parties hereto on a reorganization, amalgamation or consolidation.
Sample 1
PURPOSES OF THE SHAREHOLDERS AGREEMENT. 2.1. Subject to the terms and conditions set forth herein, the purpose of this Shareholders Agreement is to (i) rule and regulate the terms and conditions under which the Venture will develop, exploit, own, operate, distribute, produce and market Adult Content for any form of commercial exploitation in Television and Other Media in Brazil, during the Term; (ii) establish some common general guidelines with respect to the conduct of the business, corporate structure, management, restrictions on transfer of Shares, distribution of profits and non competition, among other issues; and (iii) regulate the terms and conditions under which the Venture shall develop its business and activities. 2.2. The Shareholders agree that this Shareholders Agreement is entered into between them and will be performed by each of them in a spirit of mutual cooperation, trust and confidence. Each Shareholder undertakes to use all means commercially reasonably available to achieve the objectives of this Shareholders Agreement and to ensure compliance by the Venture and such Shareholder’s Affiliate Companies with its obligations. Accordingly, each of the Shareholders (i) agrees that it will use its commercial reasonable efforts to promote the business and profitability of the Venture, (ii) shall do and execute or cause to be done and executed all such acts, deeds, documents and things as may be within its power, including but not limited to the passing of resolutions to ensure that all provisions of this Shareholders Agreement are observed and performed, and (iii) take all commercially reasonable necessary measures — including but not limited to the holding of Shareholders’ Meetings — in order to implement the corporate structure of the Venture in accordance with the terms and
Sample 1

Related to PURPOSES OF THE SHAREHOLDERS AGREEMENT

  • 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;

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

  • Termination of Shareholders Agreement The Sellers and the Company acknowledge and agree that, as of the Closing, that certain Shareholders Agreement, dated as of February 13, 2007, by and among certain of the Sellers and the Company, as amended, shall terminate in accordance with its terms, with no liability following such termination for the Company or any of its Subsidiaries or any of the Sellers or the Sellers’ Related Parties.

  • 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.

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

  • 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.

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

  • 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.

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