Shareholder Guarantee Sample Clauses

Shareholder Guarantee. Notwithstanding anything to the contrary contained in Section 2.01 hereof, a term of the Transfer of Available Shares may be the release or reduction of Shareholder Guarantees by the Transferring Shareholder. In such event, a purchaser of the Available Shares pursuant to Section 2.02 or 2.04 hereof shall similarly be required to cause the release or reduction of Shareholder Guarantees.
Sample 1Sample 2
AutoNDA by SimpleDocs
Shareholder Guarantee. Seller represents that the shareholders noted below represent the complete list of shareholders of the Seller as of the date hereof. Each such shareholder, by signing below, jointly and severally guarantees the performance of Seller's obligations hereunder and agrees to the Mutual Release set forth herein.
Sample 1
Shareholder Guarantee. Each of the Shareholders severally and not jointly, hereby unconditionally guarantees the obligation of the Sellers to indemnify the Buyer for any Fraud and Title Claim successfully asserted by Buyer pursuant to Article 12. Any payments due under this Section 15.11 may be accomplished in whole or in part, at the option of the Buyer, by setting off any amount owed to the Shareholders by the Buyer. To the extent setoff is made by the Buyer in satisfaction or partial satisfaction of an obligation under this Section 15.11 that is disputed by the Shareholders, upon a subsequent determination by final judgment not subject to appeal that all or a portion of such obligation was not owed to the Buyer, the Buyer shall pay the Shareholders the amount which was set off and not owed together with interest from the date of setoff until the date of such payment at an annual rate equal to the Prime Rate as published in the Wall Street Journal.
Sample 1
Shareholder Guarantee. 47 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement ("Agreement") is entered into as of November 10, 2004, effective as of November 1, 2004 by and among AIRCOMP L.L.C., a Delaware limited liability company ("BUYER"); DIAMOND AIR DRILLING SERVICES, INC., a Texas corporation ("DIAMOND AIR") and MARQUIS BIT CO., L.L.C., a New Mexico limited liability company ("MARQUIS BIT"), XXXX XXXXXX and XXXXX XXXXXX, residents of Texas (collectively "XXXXXX") and XXXX XXXXXX and XXXXX XXXXXX, residents of New Mexico (collectively "XXXXXX"). Diamond Air and Marquis Bit are hereinafter collectively referred to as "Sellers". Xxxxxx and Xxxxxx are hereinafter collectively referred to as "SHAREHOLDERS").
Sample 1
Shareholder Guarantee. The Shareholders have joined in this Agreement for the purpose of guaranteeing, and by their respective signatures below, do hereby unconditionally guarantee each and every, all and singular, the obligations of Sellers hereunder and under the deeds, bills of sale, assignments, and other documents, writings, and instruments executed and delivered by Sellers or on its behalf pursuant to Section 2.7(a) and other provisions of this Agreement. The Liability of each Shareholder hereunder shall be several with Sellers and with the other Shareholders. Where in this Agreement provision is made for any action to be taken or performed by Sellers, Shareholders jointly and severally undertake to cause Sellers to take such action or to perform such action. Without limiting the generality of the foregoing, Shareholders shall be severally liable with Sellers for the indemnities as described and set forth in Article 11 hereof.
Sample 1
Shareholder Guarantee. Shareholder hereby guarantees to Buyer and becomes a surety for the performance of and compliance with all of Seller's agreements, covenants and obligations hereunder and the truth and correctness of all of Seller's representations and warranties contained herein and under the instruments of transfer and conveyance of the shares of the Company pursuant hereto in connection with the Closing. Any claim or right of Buyer for the failure to perform or comply with any of Seller's agreements, covenants or obligations hereunder or for the untruth or incorrectness of any of its representations or warranties contained herein may be directly enforced against Shareholder and upon or 14 pursuing any without any notice of any kind and without first making any demand upon or pursuing any remedy against Seller. Without notice to or consent of Shareholder, Seller and Buyer may modify or change the terms of this Agreement or any obligation of Seller, and may grant any extension, renewal or indulgence, release, compromise or settlement with respect thereto and none of the foregoing shall in any way affect Shareholder's liability hereunder. Shareholder shall execute or cause to be executed management's representation letter of Buyer's independent accountants with respect to Seller's financial statements so as to enable such accountants to certify such financial statements with no material changes. . Each of the parties to this Agreement shall bear his or its own legal fees and costs incurred in connection with the negotiation, preparation, execution and closing of this Agreement and the transactions contemplated hereby, and Buyer shall be responsible for all other costs consistent with and subject to the limits set forth in the Asset Agreement. For purposes of the foregoing and of the Asset Agreement, all costs incurred by the Company and Buyer in connection with the liquidation of the Company and conveyance of its assets to Buyer upon receipt of all necessary approvals, and the net incremental income tax burden on the Company and Buyer resulting from any corporate level income taxes until thirty (30) days following delivery to Buyer of all consents and approvals necessary to allow such conveyance. In the event that necessary approvals to such conveyance are denied, then Buyer and Seller shall cooperate in good faith to restructure the ownership of the Company or its assets in order to avoid double corporate taxation while satisfying Buyer's investment restrictions.
Sample 1
Shareholder Guarantee. Lender shall have received a Shareholder --------------------- Guarantee in substantially the form of Exhibit D attached hereto, duly executed --------- by each of the shareholders of the Old Company and each of the members of the New Company, pursuant to which, so long as the Bridge Note remains outstanding, each of such shareholders and members shall agree to guarantee all obligations of the Borrower under and pursuant to the Bridge Note (collectively, the "Shareholder Guarantees"). ----------------------
Sample 1
AutoNDA by SimpleDocs
Shareholder Guarantee. The Shareholders ("Guarantors") hereby jointly and severally unconditionally guarantee the collection of all receivables on the April 30, 1998, balance sheet provided pursuant to Section 2.7 of this Agreement; provided that the Company will be allowed to provide a reserve for bad debts of 3% of the accounts receivable on the April 30, 1998, balance sheet which will reduce the amount of receivables being guaranteed. After the Closing Date, the Company shall continue to follow all prior credit and collection procedures and use all reasonable efforts to collect these receivables. Any receivable guaranteed by the Shareholders pursuant to this Article and not collected by the Company within 120 days after the Closing Date shall be purchased by Shareholders and neither Purchaser nor the Company will continue to do business with that customer until such time as the purchased receivable is paid. Guarantors hereby waive demand, all notice including notice of demand, notice of default, protest, notice of protest, suit and diligence, and it shall not be necessary for Purchaser, in order to enforce performance by Guarantors, to first institute suit or exhaust its remedies against the Company or Shareholders for performance of such obligations. Guarantors agree that Guarantors' duties and liability under the terms of this guarantee shall not be released, diminished, impaired, reduced, or affected by the occurrence of either or both of the following events; (i) insolvency, bankruptcy, or dissolution of Purchaser or the Company, or (ii) any neglect, delay, omission, failure or refusal of Purchaser to take or prosecute any action for the collection of an accounts receivable owed the Company guaranteed by Guarantors. This guarantee is for benefit of Purchaser, its successors and assigns. This guarantee is binding on Guarantors, and Guarantors' successors, legal representatives, and assigns, and shall be effective as of the Closing Date.
Sample 1

Related to Shareholder Guarantee

  • Parent Company Guarantee [Ref Guidance Notes – The Departments’ default position is to request completion of this Schedule in all cases where a Parent Company exists unless, by exception, CD Finance Team have given their express consent to waive this requirement. Such exceptions will, however, be rare.]

  • Stockholder Lock-Ups The Company has caused to be delivered to you prior to the date of this Agreement a letter, in the form of Exhibit A hereto (the “Lock-Up Agreement”), from each individual or entity listed on Schedule IV. The Company will enforce the terms of each Lock-Up Agreement and issue stop-transfer instructions to the transfer agent for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Up Agreement.

  • Shareholder Consent The execution, delivery and performance of the Articles Amendment shall have received the Shareholder Approval.

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

  • Stockholder Consent (a) So long as the Board of Directors of the Company shall not have withdrawn, modified or changed its recommendation in accordance with the provisions of Section 7.8(b) hereof, the Company, acting through its Board of Directors, shall, in accordance with Delaware law and its certificate of incorporation and by-laws, take all actions reasonably necessary to establish a record date for, duly call, give notice of, convene, and hold a stockholders meeting for the purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the Stockholders. The Company shall notify each Stockholder, whether or not entitled to vote, of the proposed Company stockholders’ meeting. Such meeting notice shall state that the purpose, or one of the purposes, of the meeting is to consider the Merger and shall contain or be accompanied by a copy or summary of this Agreement. Notwithstanding the foregoing, the Board of Directors of the Company shall not be required to take all actions reasonably necessary to establish a record date for, duly call, give notice of, convene and hold a stockholders meeting for the purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the Stockholders if the Company’s Board of Directors and the requisite Stockholders otherwise take all actions reasonably necessary to approve this Agreement and the transactions contemplated hereby by written consent in lieu of a meeting of the stockholders of the Company to the extent permitted by applicable law. (b) The Board of Directors of the Company shall unanimously recommend such approval and shall use all reasonable efforts to solicit and obtain such approval; provided, however, that the Board of Directors of the Company may at any time prior to approval of the Stockholders (i) decline to make, withdraw, modify or change any recommendation or declaration regarding this Agreement or the Merger or (ii) recommend and declare advisable any other offer or proposal, to the extent the Board of Directors of the Company determines in good faith, based upon advice of legal counsel, that withdrawing, modifying, changing or declining to make its recommendation regarding this Agreement or the Merger or recommending and declaring advisable any other offer or proposal is necessary to comply with its fiduciary duties under applicable law (which declinations, withdrawal, modification or change shall not constitute a breach by the Company of this Agreement). The Company shall provide written notice to Parent promptly upon the Company taking any action referred to in the foregoing proviso. (c) Pursuant to the DCGL, at any time before the certificate of merger is filed with the Secretary of State of the State of Delaware, including any time after the Merger is authorized by the Stockholders, the Merger may be abandoned and this Agreement may be terminated in accordance with the terms hereof, without further action by the Stockholders.

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

  • Shareholder Rights Plan No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

  • Shareholder Rights With respect to the foreign securities held pursuant to this Section 4, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.

  • Stockholder Rights Plan No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

  • Warrant Agreement and Registration and Shareholder Rights Agreement The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Shareholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

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