SHAREHOLDERS AGREEMENT AND RELATED PROVISIONS INCORPORATED HEREIN Sample Clauses

SHAREHOLDERS AGREEMENT AND RELATED PROVISIONS INCORPORATED HEREIN. The following represents agreements between the shareholders herein and incorporates both the purchase of shares, redistribution of warrants and shareholders agreement as described below: (1) Except as provided below, no party may sell shares of common stock of Platronics without the express approval of Venture, Investments, Sheridan and Xxxxxx. (2) If a party desires to sell shares, he or it must first offer those shares at a fair price to each of the other shareholders as described herein on a pro rata basis (with a pro rata right of over oversubscription). If such shareholders, as described herein, at the end of seven (7) days do not wish to purchase such shares, then the selling shareholder is free to sell all such shares on terms no more favorable than those offered to the other shareholders. (3) In case of death or disability of either Xxxxx, Xxxx or Xxxxxx, the remaining parties shall agree on appointing a third party to act as a director of Platronics. If the remaining individuals cannot agree on such a party, it shall be submitted to arbitration under the Rules of the American Arbitration Association. WITH INTENT to be legally bound, the parties do herefore affix their hands and seals this 18th day of June, 1999. ------------------------------ Xxxxx Xxxxxxxx, Individually Sheridan Printing By:___________________________ Xxxxx Xxxxxxxx, President ___________________________ Xxx Xxxxxx, Individually ___________________________ Xxxx Xxxx, Individually Rose Investments Corp. By: ________________________ Xxxx Xxxx, President West Worldwide Industries, Inc. By:__________________________ Xxxxxx Xxxx, President Platronics, Inc. By:__________________________ Xxx Xxxxxx, President West Worldwide Venture Capital, Inc. By:__________________________ Xxxxxx Xxxx, President EXHIBIT A CONSULTING AGREEMENT THIS CONSULTING AGREEMENT is made this 23 day of March,1999 by and between PLATRONICS, INC., a New Jersey corporation ("Platronics") , having its principal address at 000 Xxxxxxxx Xxxx. , Xxxxxx, Xxx Xxxxxx 00000 and WEST WORLDWIDE INDUSTRIES, INC., a NEW YORK corporation ("West") , having its principal place of business at The Empire Xxxxx Xxxxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000.
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Related to SHAREHOLDERS AGREEMENT AND RELATED PROVISIONS INCORPORATED HEREIN

  • 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.

  • 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).

  • 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.

  • 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.

  • Shareholder and Similar Agreements The Company is not party to any shareholder, pooling, voting trust or other similar agreement relating to the issued and outstanding shares in the capital of the Company or any of its subsidiaries.

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

  • Entire Agreement; Nonassignability; Parties in Interest This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Schedules, including the Medicus Disclosure Schedule and the QuadraMed Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Confidentiality Agreement, which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Sections 1.6(a)-(c) and (f), 1.7-1.9, 5.11 and 5.14; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided.

  • Terms Herein Controlling Provisions The terms of this attachment shall prevail and control over the terms of any other conflicting provision in any other document relating to and a part of the Agreement.

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