Shareholder Waivers Sample Clauses

Shareholder Waivers. Each Shareholder hereby waives and releases any and all rights, claims, and causes of action that may be asserted against the Company in respect of its ownership of any securities of the Company and any and all agreements related to its interest as a securityholder of the Company between such Shareholder and the Company, which agreements shall terminate effective as of the date hereof.
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Shareholder Waivers. Xxxxxxx executed waivers by all existing shareholders of the Company and by any other applicable third party, in the form attached hereto as Schedule 2.2.1(e), with respect to any preemptive rights, first refusal rights, anti-dilution rights or similar rights such shareholders or third parties hold in connection with the transactions contemplated herein, pursuant to the existing 1st Amended and Restated Articles of Association of the Company or any applicable law or agreement.
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Shareholder Waivers. Each Seller hereby waives and releases, ------------------- effective as of the Closing, any and all rights, claims and causes of action assertable against the Company in respect of its Share ownership and any and all agreements between such Shareholder and the Company, which agreements shall automatically terminate as of the Closing Date. Such waiver does not detract however from the rights of the Trustee under any agreement with the Company, or of any Seller who is an employee of the Company under the employee's employment agreement with the Company, or under the Plans, as amended by this Agreement.
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Shareholder Waivers. The following stockholders of the Company have not, as of the date hereof, waived any rights they may have (including any preemptive, registration or similar or other rights) in connection with, or consented to the transactions contemplated by, the Common Stock Purchase Agreement: HOLDERS OF THE COMPANY'S SERIES A PREFERRED STOCK, SERIES B PREFERRED STOCK, OR SERIES C PREFERRED STOCK (ALL SUCH PREFERRED STOCK CONVERTED TO COMMON STOCK IN CONNECTION WITH THE COMPANY'S INITIAL PUBLIC OFFERING): o William Dawson o NYL Bioventure Partners, LLC o Marquexxx Xxxxxxx Xxrtners II, L.P. o MVP II Affiliates Fund, L.P. o Robert Easton o Stuart Schube HOLDERS OF THE COMPANY'S SERIXX X XXXXXXXXD STOCK: x Xxxxxee Principal Opportunities Fund LP (OCM Principal Opportunities Fund, L.P.) o Richard A. Horstmann o Marquette Venture Partners II, L.P. o XXX Xxxxxxxxxs Fund, LP o Robert Easton o Pebblebrook Partners, Ltd. HOLDERS OF THE CXXXXXX'X XXXXON STOCK AND/OR WARRANTS TO PURCHASE SHARES OF COMMON STOCK ISSUED IN THE MARCH 2001 FINANCING: o Perseus-Soros BioPharmaceutical Fund, L.P. o Anvil Investment Associaxxx, LP o Ashford Capital Partners, LP o John Patience o Xxxx X. Xxxxxxr o Tucker Anthony, Inc. SCHEDULE 0.00 ACTIONS PENDING SECURITIES AND EXCHANGE COMMISSION INVESTIGATION The Securities and Exchange Commission ("SEC") is conducting a formal investigation of certain trading in CollaGenex stock in and around September 1999. The Company learned of the existence of this investigation on January 30, 2001, and has been cooperating fully with the SEC. The Company cannot predict the outcome of this investigation.
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Shareholder Waivers. Each Shareholder waives any rights such Shareholder may have pursuant to the Executive Shareholders Agreement dated November 1, 1995 among the Company and the Shareholders (and all other agreements among the Shareholders regarding the sale or transfer of shares of the Company), and agrees that such agreement shall be deemed terminated and revoked immediately prior to the Closing; provided, that if the Closing does not occur pursuant to this Agreement then such agreement shall continue in full force and effect.
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Related to Shareholder Waivers

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

  • 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.

  • 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.

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

  • 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.

  • 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.

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

  • Stockholder Rights The holder of this option shall not have any stockholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the purchased shares.

  • Shareholder Rights Plans If the Company has a shareholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such shareholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable shareholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.05(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

  • WARRANT HOLDER NOT DEEMED A SHAREHOLDER Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

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