Scope of Application of this Shareholders’ Agreement Sample Clauses

Scope of Application of this Shareholders’ Agreement. (a) The Parties shall endeavour to procure that all present and future shareholders of the Company, except for any employees, are also parties to this Shareholders’ Agreement for the duration of this Shareholders’ Agreement. The parties to this Shareholders’ Agreement hereby grant every natural or legal entity that is entitled to purchase, to subscribe or to takeover shares in the Company an offer to become a party to this Shareholders’ Agreement. All prospective future shareholders shall make the acceptance of this offer in written form. Entering into this Shareholders’ Agreement shall only take effect provided that it is not subject to any conditions and without amendment. (b) All rights and obligations arising under this Shareholders’ Agreement shall commence for the Parties on the day on which this Shareholders’ Agreement becomes legally valid, Banca Sella Holding and Xxxxx Xxxxxxxx Xxxxxx and Symbid Holding BV have subscribed to the shares attributed to them in this Shareholders’ Agreement. If, at any time after signing of this Shareholders Agreement, a meeting of the shareholders of the Company is held (i.e. a shareholders’ resolution, prior to the date on which the implementation of the Capital Increase has been registered with the commercial register), the Company shall notify each of the Parties of the proposed resolution and each relevant Party (i.e. a Party not yet registered with the commercial register) shall inform the Company on the basis on the provisions set forth herein whether it would intend to vote for, against or abstain in respect of such resolution if its name had been entered on the commercial register as a holder of shares in the Company. Following receipt of such notifications the Early Shareholders undertake to vote on respect of the resolution in such manner as to ensure that the vote on the resolution is the same as it would have been if all of the shareholders had voted on the resolution. (c) This Shareholders’ Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, permitted assignees and other transferees, including persons who purchase or receive Shares from a Shareholder, and the parties hereto agree for themselves and their respective heirs, executors, administrators, successors, permitted assignees and other transferees to execute any instruments which may be necessary or proper to carry out the purposes and intent of this Sh...
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Related to Scope of Application of this 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.

  • Transfer of Agreement Without prior written consent of the WFOE, the Existing Shareholders or the Domestic Company may not assign its rights and obligations hereunder to any third party.

  • 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.

  • Restriction on Transfer of Shares Proxies and Non-Interference. Beginning on the date hereof and ending on the later to occur of (A) last date the Stock Options are exercisable pursuant to Section 3 hereof and (B) the date that all of the Stockholder's obligations under Section 2 have terminated, except as contemplated by this Agreement or the Merger Agreement, no Stockholder shall, directly or indirectly, (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of the Shares into a voting trust or enter into a voting agreement with respect to any of the Shares; or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement. Notwithstanding anything to the contrary provided in this Agreement, a Stockholder shall have the right to make Permitted Transfers of Shares. The Stockholder agrees with, and covenants to, Sub that beginning on the date hereof and ending on the last date the Stock Options are exercisable pursuant to Section 3 hereof, the Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Agreement (including the provisions of Section 2 hereof).

  • Application of Takeover Protections; Rights Agreement The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision under the Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of its Subsidiaries.

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