Management Investors The term "Management Investors" shall have the meaning set forth in the preface.
Additional Stockholders In connection with the issuance of any additional equity securities of the Company to any Person, the Company may permit such Person to become a party to this Agreement and succeed to all of the rights and obligations of a "Stockholder" under this Agreement by obtaining the consent of the holders of a majority of the Common Stockholder Shares and an executed counterpart signature page to this Agreement, and, upon such execution, such Person shall for all purposes be a "Stockholder" party to this Agreement.
Warrant Holders Not Deemed Stockholders No holder of Warrants shall, as such, be entitled to vote or to receive dividends or be deemed the holder of Common Stock that may at any time be issuable upon exercise of such Warrants for any purpose whatsoever, nor shall anything contained herein be construed to confer upon the holder of Warrants, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issue or reclassification of stock, change of par value or change of stock to no par value, consolidation, merger or conveyance or otherwise), or to receive notice of meetings, or to receive dividends or subscription rights, until such Holder shall have exercised such Warrants and been issued shares of Common Stock in accordance with the provisions hereof.
Stockholders’ Agent (a) Pursuant to the Custody and Power of Attorney Agreement, each Devonian Stockholder has approved the terms of this Agreement and the transactions contemplated hereby, and has constituted, appointed and empowered effective from and after the date of such approval of the Merger, Austin Leasing Partners, LLC as the Stockholders’ Agent, for the benefit of the Devonian Stockholders and the exclusive agent and attorney-in-fact to act on behalf of each Devonian Stockholder, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include but not be limited to the power and authority: (i) to execute and deliver such waivers, consents and amendments (with respect to any and all matters or issues, including those which may have a negative impact on an Devonian Stockholder, other than the unanimous written consent referred to in this sentence) under this Agreement the Custody and Power of Attorney Agreement and the consummation of the transactions contemplated hereby or thereby as the Stockholders’ Agent, in its sole discretion, may deem necessary or desirable; (ii) as the Stockholders’ Agent, to enforce and protect the rights and interests of the Devonian Stockholders arising out of or under or in any manner relating to this Agreement the Custody and Power of Attorney Agreement, the Acquiror Shares, and the transactions provided for herein or therein, and to take any and all actions which the Stockholders’ Agent believes are necessary or appropriate thereunder for and on behalf of the Devonian Stockholders including, consenting to, compromising or settling any such claims, conducting negotiations with the Acquiror, Devonian and their respective representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by the Acquiror, Devonian or any other Person, or by any Governmental Authority against the Stockholders’ Agent and/or any of the Devonian Stockholders, and receive process on behalf of any or all Devonian Stockholders in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Stockholders’ Agent shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such claim, action, proceeding or investigation; (C) file any proofs of debt, claims and petitions as the Stockholders’ Agent may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement or the Custody and Power of Attorney Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Stockholders’ Agent shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to refrain from enforcing any right of the Devonian Stockholders arising out of or under or in any manner relating to this Agreement and the Custody and Power of Attorney Agreement; provided, however, that no such failure to act on the part of the Stockholders’ Agent, except as otherwise provided in this Agreement or the Custody and Power of Attorney Agreement, shall be deemed a waiver of any such right or interest by the Stockholders’ Agent or by the Devonian Stockholders unless such waiver is in writing signed by the waiving party or by the Stockholders’ Agent; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Agent, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement or the Custody and Power of Attorney Agreement; (v) to engage special counsel, accountants and other advisors and incur such other expenses on behalf of the Devonian Stockholders in connection with any matter arising under this Agreement or the Custody and Power of Attorney Agreement; and (vi) to collect, hold and disburse any portion of the Merger Consideration received by Stockholders’ Agent pursuant to the terms hereof in accordance with the terms of this Agreement.
Put Right At any time after November 15, 2009 and prior to November 15, 2013, any Partner who has held Units for at least three years (the “Put Partner”) shall have the right to request that the Partnership redeem all of such Units. Such request shall be made in writing, state a requested date for the redemption (the “Requested Redemption Date”) and be delivered to the General Partner at least 60 calendar days in advance of the Requested Redemption Date. The General Partner shall determine whether the Partnership has sufficient funds to grant the request, which determination shall be made prior to the Requested Redemption Date in the sole discretion of the General Partner. If the General Partner determines that sufficient funds are available, the request shall be granted, and the Partnership shall transfer and deliver to the Put Partner no sooner than the Requested Redemption Date, but no later than 60 calendar days thereafter, 92% of the Unreturned Invested Capital of the Put Partner with respect to the redeemed Units determined as of the Requested Redemption Date; provided that the sum of the percentage interests in Partnership capital or profits transferred during the taxable year of the Partnership does not exceed 9% of the total interests in partnership capital or profits as determined in the sole discretion of the General Partner. Notwithstanding the foregoing, at no time during any 12-month period may the number of Units redeemed by the Partnership exceed 2% of the number of Units outstanding at the beginning of such 12-month period unless such redemption is otherwise deemed to be a disregarded transfer for purposes of determining whether the Partnership is a publicly traded partnership pursuant to Regulations Section 1.7704-1 as determined in the sole discretion of the General Partner. If the General Partner determines that sufficient funds are not available, or if the requested redemption would cause the number of Units redeemed by the Partnership to exceed 2% of the number of Units outstanding at the beginning of such 12-month period, the Partnership shall either (i) decline to perform the requested redemption or (ii) perform the requested redemption solely to the extent such redemption does not violate the provisions of Section 9.3 or this Section 9.4, to be decided in the sole discretion of the General Partner. Each Put Partner covenants and agrees with the Partnership and the General Partner that all Units delivered in connection with the exercise of the put right under this Section 9.4 shall be delivered to the Partnership or the General Partner, respectively, free and clear of all liens, encumbrances, liabilities, claims or charges of any kind and, notwithstanding anything contained herein to the contrary, neither the Partnership nor the General Partner shall be under any obligation to acquire any Put Partner’s Units, (1) to the extent that any such Units are subject to any liens, encumbrances, liabilities, claims or charges of any kind or (2) in the event that any such Put Partner shall fail to give the General Partner adequate assurances that such Units are not subject to any such liens, encumbrances, liabilities, claims or charges of any kind or shall fail to agree to fully indemnify the General Partner from any such liens, encumbrances, liabilities, claims or charges of any kind as well as any costs and expenses relating to the Put Partner’s Units or the exercise of the put right. Each Put Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Units to the Partnership or General Partner, respectively, each such Put Partner shall assume and pay such transfer tax. Table of Contents
Voting Rights as a Stockholder Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.
RIGHTS AS A STOCKHOLDER, DIRECTOR, EMPLOYEE OR CONSULTANT The Participant shall have no rights as a stockholder with respect to any shares covered by the Option until the date of the issuance of the shares for which the Option has been exercised (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date the shares are issued, except as provided in Section 9. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Option Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service as a Director, an Employee or Consultant, as the case may be, at any 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.
Shareholders' Agent (a) The Shareholders hereby irrevocably nominate, constitute and appoint Dx. Xxxxx Xxxxxx as the agent and true and lawful attorney-in-fact of the Shareholders (the "Shareholders' Agent"), with full power of substitution, to act in the name, place and stead of the Shareholders for purposes of executing any documents under this Agreement (including amendments thereto) and taking any actions in connection with any and all claims for indemnification because of a Breach for which the Principal Shareholders may be jointly and severally liable or with respect to which Parent, Acquisition Sub or the Company may be entitled to be paid under the Bank Guarantee ("Indemnification Matters"). Dx. Xxxxx Xxxxxx hereby accepts his appointment as Shareholders' Agent. (b) Any action taken by the Shareholders' Agent shall be construed as a valid representation of the Shareholders or the Principal Shareholders, as the case may be, only if such action is documented in writing, such document clearly indicates Shareholders' Agent is acting on behalf of the Shareholders or the Principal Shareholders, as the case may be, and such document has been signed by the Shareholders' Agent. Notwithstanding anything to the contrary contained in this Agreement or the Exhibits hereto: (1) Parent, Acquisition Sub and the Company shall be entitled to deal exclusively with the Shareholders' Agent on all Indemnification Matters (and other matters specifically set forth in this Agreement); and (2) each Indemnitee shall be entitled to rely conclusively on any document executed or purported to be executed with respect to any Indemnification Matter on behalf of any Shareholder by the Shareholders' Agent as fully binding upon such Shareholder. (c) The Shareholders recognize and intend that the power of attorney granted in Section 7.1(a): (1) is coupled with an interest and is irrevocable; (2) may be delegated by the Shareholders' Agent; and (3) shall survive the death or incapacity of each of the Shareholders. (d) At their discretion, the Shareholders may at any time by simple majority vote (such majority being determined on the basis of each Shareholder's interest in the Company Capital Stock as set forth in Recital A) appoint a successor to the Shareholders' Agent and immediately thereafter notify Parent of the identity of such successor. Any such successor shall succeed the Shareholders' Agent as Shareholders' Agent hereunder. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholders. (e) All expenses incurred by the Shareholders' Agent in connection with the performance of his duties as Shareholders' Agent shall be borne and paid exclusively by the Shareholders on whatever basis they may agree among themselves. 7.2
