Securities Purchase and Stockholders Agreement Sample Clauses

Securities Purchase and Stockholders Agreement. Upon exercise of this ---------------------------------------------- Option pursuant to Section 1.2, Optionee shall enter into and be bound by that certain Securities Purchase and Stockholders Agreement, dated November 25, 1996, among CGW Southeast Partners III, L.P. NationsBanc Investment Corporation and Mellon Bank, N.A. as Trustee for First Plaza Group Trust, certain other Stockholders of the Corporation, and the Corporation in accordance with Section 12.12 thereof (the "Securities Purchase and Stockholders Agreement").
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Securities Purchase and Stockholders Agreement. This Securities Purchase and Stockholders Agreement is entered into on this 25th day of November, 1996, by and among GORGES HOLDING CORPORATION, a Delaware corporation (the "Company"), CGW SOUTHEAST PARTNERS III, L.P., a Delaware limited partnership ("CGW"), MELLON BANK, N.A., as Trustee for First Plaza Group Trust ("First Plaza"), NATIONSBANC INVESTMENT CORPORATION, a Delaware corporation ("NationsBank"), J. Xxxxx Xxxxxxx, Xxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxx, Xxxxxxxx Xxxxxx and Xxxxxx Xxxx Xxxxx (Messrs. Culwell, Mitchell, Collins, Powers, Xxxxxx and Xxxxx are each a "Management Purchaser and are collectively the "Management Purchasers"). CGW, First Plaza, NationsBank and the Management Purchasers are each referred to as a "Purchaser" and are collectively referred to as the "Purchasers". BACKGROUND ---------- CGW has caused the Company to be formed for the purpose of owning all of the issued and outstanding capital stock of Gorges/Quik-to-Fix Foods, Inc., a Delaware corporation ("Gorges"). CGW has subscribed for and purchased and now owns one thousand (1,000) shares of the common capital stock of Gorges and is presently the sole shareholder of Gorges. Gorges was formed for the purpose of purchasing substantially all of the business and assets of the Gorges/Quik-to- Fix Foods division of Tyson Foods, Inc. (the "Division") as provided in the Asset Purchase Agreement, dated October 17, 1996 between Gorges, Tyson Foods, Inc., Gorges Foodservice, Inc. and Tyson Holding Company (the "Purchase Agreement"). Each of the Purchasers wish to subscribe for and purchase shares of the capital stock of the Company as herein provided in order to capitalize the Company and, in turn, Gorges, so that the transactions contemplated by the Purchase Agreement can be consummated. AGREEMENT ---------
Sample 1

Related to Securities Purchase and 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 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;

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

  • 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.

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

  • 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.

  • 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.

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