Shareholder Documents. At the Closing, the Shareholders shall enter into and deliver the Shareholder Documents attached hereto as Exhibit 5.14 to Parent.
Shareholder Documents. Except if the Seller is a reporting issuer and such materials are filed on SEDAR promptly after they become available, the Seller shall promptly deliver to the Buyer a copy of each management information circular and other notices issued to its shareholders.
Shareholder Documents. At the request of the Holder, at any time after the Credit Agreement has been terminated, Company shall deliver to the Holder simultaneously with any distribution of any document to the shareholders of the Company generally, any such document so distributed.
Shareholder Documents. First Star has heretofore delivered, or will deliver, to NSB copies of its (i) annual reports for the years ended June 30, 1996 and 1997 and (ii) proxy materials used in connection with its 1997 annual meeting of shareholders.
Shareholder Documents. (a) A copy of each of the Shareholder Documents (substantially reflecting the terms of the Shareholder Terms, where applicable) executed by the parties to those documents.
(b) A copy of the Shareholder Terms in agreed form.
(c) A certificate of the Parent (signed by a director) certifying that:
Shareholder Documents the Shareholders shall have entered into and delivered the Shareholder Documents to Parent.
Shareholder Documents. The Corporate Development Agreement, the Expense Agreement and Sections III, IV, V, VI, XII and XIV of the Stockholders Agreement have terminated and the Principal Stockholders (as defined in the Stockholders Agreement) no longer have any rights under Section XIII(A) of the Stockholders Agreement; the Company has given all notices and complied with all provisions of the Co-Sale Agreement and the Stockholders Agreement required in connection with the transactions contemplated by this Agreement; and all Liens on any shares of Common Stock pursuant to the Indemnity Pledge Agreement have been released and terminated. Neither Brentwood nor any of its affiliates has made any claim for indemnification or reimbursement, or otherwise given notice of any potential claim for indemnification or reimbursement, pursuant to the Contribution Agreement.
Shareholder Documents all documents despatched by it to its shareholders (or any class of them) generally, or its creditors (or any class of them), in each case, at the same time as they are despatched;
Shareholder Documents. (i) No later than fourteen days prior to the --------------------- Closing Date, at least ninety-two percent of the shareholders of the Company that will be receiving Parent Common Stock pursuant to Article IV shall have executed and delivered to the Parent a Stockholder Questionnaire and (ii) on or prior to the Closing Date, (A) at least ninety-two percent of the shareholders of the Company who will be receiving Parent Common Stock pursuant to Article IV shall have executed and delivered to the Parent an Investor Representation Letter and (B) shareholders of the Company who will be receiving Parent Common Stock pursuant to Article IV and who collectively own not less than ninety-nine percent of the total outstanding Shares as of the Effective Time shall have executed and deliver to the Parent the Stockholder Lock-Ups.
Shareholder Documents. (a) The Holdco Shareholders Agreement is consistent with the Shareholder Terms (except for any difference that could not reasonably be expected to be materially adverse to the Finance Parties, provided that no such difference shall result in any merger control filing with or any anti-trust clearance from MOFCOM or any other applicable Governmental Authority being required).
(b) Upon and after the commencement of the WXAT Share Reorganisation, the WXAT Shareholders Agreement has been entered by the parties thereto, is in full force and effect and complies with paragraph 16 of Schedule 14 (Permitted Restructuring) and is on terms such that no merger control filing with or any anti-trust clearance from MOFCOM or any other applicable Governmental Authority is required (or, if any such filing or clearance is required, all such filings have been made and all such clearances have been obtained without adverse conditions).
(c) Except with the prior written consent of (at any time on or prior to the Closing Date) the Mandated Lead Arrangers or (at any time after the Closing Date) the Facility Agent (acting on the instructions of the Majority Lenders):
(i) there has been no amendment, variation or supplement of or to, or any waiver by any party to any Shareholder Document of, any of the terms of any Shareholder Document in any manner that (A) would reasonably be expected to be materially adverse to the interests of the Finance Parties or (B) (in the case of the WXAT Shareholders’ Agreement) would result in any non-compliance with or adversely affect the implementation of any of the requirements set out in paragraph 16 of Schedule 14 (Permitted Restructuring);
(ii) no party to any Shareholder Document has given any consent (which (A) would reasonably be expected to be materially adverse to the interests of the Finance Parties or (B) would result in any non-compliance with or adversely affect the implementation of any of the requirements set out in paragraph 16 of Schedule 14 (Permitted Restructuring)) under any Shareholder Document.
(d) There has been no termination, rescission or cancellation of any of the Shareholder Documents and each of the Shareholder Documents (other than the Shareholder Terms) is in full force and effect.
(e) If the WXAT Shareholders Agreement has been entered into, there has been no assignment by any Transaction Obligor or WXAT of the WXAT Shareholders Agreement or any rights or obligations thereunder (other than any assignment constituted by...
