Restated Shareholders Agreement Sample Clauses

Restated Shareholders Agreement. Such Investor shall have executed and delivered the Restated Shareholders’ Agreement.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Restated Shareholders Agreement. The Company shall have duly executed and delivered the Restated Shareholders Agreement and the Restated Shareholders Agreement shall, subject to occurrence of the Initial Closing, remain in full force and effect.
Sample 1
Restated Shareholders Agreement. Each key employee of the ------------------------------- Company who holds at least 100,000 shares of the capital stock of the Company (on an as-converted basis and as adjusted for any stock split, stock dividends, combinations, recapitalization and the like with respect to such shares) shall have entered into a Restated Shareholders Agreement with the Company, in substantially the form attached hereto as Exhibit E. ---------
Sample 1Sample 2
Restated Shareholders Agreement. The parties hereby agree, confirm and ratify that the 2010 Shareholders Agreement in which the amendments as referred to in Chapter I have been inserted shall henceforth read as follows:
Sample 1
Restated Shareholders Agreement. Such Purchaser shall have duly executed and delivered the Restated Shareholders Agreement, and with respect of Baidu, the Deed of Adherence to the Restated Shareholders Agreement, and the Restated Shareholders Agreement shall, subject to occurrence of the Initial Closing, remain in full force and effect.
Sample 1
Restated Shareholders Agreement. On the Closing Date, and simultaneous with the issuance of the ASSAC Exchange Shares to Amalphis, the Existing Amalphis Shareholders Agreement shall be terminated, and each of Amalphis, Rineon and NatProv shall execute and deliver to ASSAC the Amalphis Restated Shareholders Agreement; which Amalphis Restated Shareholders Agreement shall, inter alia, provide that: (a) unless additional shares of Amalphis have previously been issued with ASSAC's prior written consent, in the event of any sale of substantially all of the assets and business of Amalphis or Allied Provident, whether by stock sale, asset sale, merger, consolidation or like combination to any person, firm or corporation not affiliated with the Parties (a "Sale of Control"), ASSAC or its transferees as the holders of the Amalphis Series B Preferred Shares shall receive the greater of (a) $57,000,000, or (b) 81.5% of the total consideration paid or payable in connection with such Sale of Control (the “ASSAC Sale Consideration”); (b) after payment in full of the ASSAC Sale Consideration, to the extent paid or payable, Rineon or its permitted transferees, as the holders of 36,000 Amalphis Series A Preferred Shares shall receive the next $36,000,000 of the total consideration paid or payable in connection with such Sale of Control (the “Rineon Sale Consideration”); (c) after payment in full of the ASSAC Sale Consideration and the Rineon Sale Consideration, NatProv or its permitted transferees, as the holders of Amalphis common shares, shall receive any remaining balance of the total consideration paid or payable in connection with such Sale of Control; (d) without the prior written consent or approval of ASSAC: (i) the existing members of the board of directors of Amalphis or Allied Provident cannot be changed nor may any vacancies on or additions to such boards of directors be filled; (ii) no additional shares of capital stock of Amalphis or Allied Provident may be issued; (iii) Amalphis may not incur indebtedness over $0.5 million at any one time or $2.5 million in the aggregate; (iv) persons designated by ASSAC shall, at all times, constitute a majority of the members of the boards of directors of Amalphis; (v) neither Amalphis nor Allied Provident may change the fundamental nature of its business; and (vi) Amalphis shall not make any material changes in its executive management.
Sample 1
Restated Shareholders Agreement. On the Closing Date, and simultaneous with the issuance of the Amalphis Exchange Shares to ASSAC, ASSAC shall execute and deliver to each of Rineon, Amalphis and NatProv the Amalphis Restated Shareholders Agreement.
Sample 1
AutoNDA by SimpleDocs
Restated Shareholders Agreement. The Company, the Key Holders, the Domestic Company, the HK Company and the WFOE shall have executed and delivered the Fourth Amended and Restated Shareholders’ Agreement (the “Restated Shareholders’ Agreement”), in a form and substance substantially in the form attached as Exhibit B to this Agreement.
Sample 1

Related to Restated 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 Dairy Holdings, Vestar, the Management Investors, and the other securityholders a party thereto, as it may be amended or supplemented thereafter from time to time.

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

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

  • 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.

  • 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.

  • Stockholder Agreements Except as contemplated by or disclosed in the Transaction Agreements, such Founder is not a party to and has no knowledge of any agreements, written or oral, relating to the acquisition, disposition, registration under the Securities Act, or voting of the securities of the Company.

  • Membership Agreement Membership in USA Gymnastics is a privilege and may be (i) denied, withheld, or non-renewed at any time by USA Gymnastics and/or (ii) suspended or terminated in accordance with USA Gymnastics’ bylaws, policies and standards. You agree that USA Gymnastics has the right to deny, withhold, non-renew, suspend or terminate your membership if you engage in any sexual misconduct, or if USA Gymnastics has reason to believe you pose a threat to the safety of athletes or other members. You have read, understand and agree to be bound by this Agreement, the USA Gymnastics bylaws, Safe Sport Policy, SafeSport Investigation & Resolution Procedures, and Code of Ethical Conduct. You are bound by all safe sport rules, policies and procedures whether published by USA Gymnastics or the U.S. Center for Safe Sport (“Center”), as well as all applicable state, federal, and local laws, including applicable criminal laws. You consent to the jurisdiction of the Center. Any discipline imposed by the Center or USA Gymnastics extends to your participation in all aspects of the Olympic Movement. You agree that any disciplinary measure, whether interim or final, whether imposed before or after the date of this Agreement, whether expired or in effect, may be posted on our website or otherwise publicly published and may include information identifying you and describing the misconduct alleged. You authorize USA Gymnastics and its members to disclose, in good faith, any information or honestly held opinions about you, including without limitation any membership records, USA Gymnastics SafeSport or Center information, or other disciplinary information, with any current or potential employer of yours. You further agree that USA Gymnastics may disclose any information provided by, or about, you as USA Gymnastics determines is reasonably necessary to comply with any law, regulation, legal process, or any request by any governmental body or agency, the Center, or the United States Olympic and Paralympic Committee (“USOPC”). TO THE MAXIMUM EXTENT ALLOWED BY LAW, YOU FOREVER RELEASE AND DISCHARGE USA GYMNASTICS AND/OR ITS MEMBERS FROM ANY AND ALL LOSS, LIABILITY, DAMAGE OR CLAIM OF ANY KIND OR NATURE, WHETHER KNOWN OR UNKNOWN, WHETHER IN LAW OR IN EQUITY, WHETHER NOW EXISTING OR ACCRUING IN THE FUTURE, ARISING OUT OF OR IN CONNECTION WITH ANY INFORMATION OR OPINIONS DISCLOSED IN ACCORDANCE WITH THIS SECTION.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!