Stockholder Arrangements. In the event of any termination of this Agreement pursuant to Section 16.1, Liberty, United and the Founders will in good faith negotiate agreements providing for stockholder and standstill obligations and containing terms substantially similar to those provided for in the forms of Stockholders Agreement and Standstill Agreement included as exhibits to this Agreement, provided that (a) the "Maximum Percentage" or similar provision in such agreements shall be computed in a manner consistent with the methodology set forth in Section 7.23(c) hereof, (b) the Note Shares and any shares of United Class A Stock acquired by Liberty and its Controlled Affiliates in reliance on clause (a)(iii) of the definition of "Maximum Percentage" shall not, pursuant to such agreements, be exchangeable into shares of United Class B Stock as provided in Section 10(a) of the Stockholders Agreement.
Stockholder Arrangements. The Stockholder Arrangements shall be in full force and effect.
Stockholder Arrangements. The Company shall have delivered evidence in form and substance reasonably satisfactory to the Buyer that all voting trusts, proxies, stockholders agreements, registration rights agreements or similar agreements relating in each case to the issuance, holding, acquisition, voting or disposition of any shares of capital stock of the Company or any of its Subsidiaries, other than the Company Stock Options and Company Option Plans, to which the Company or any of its Subsidiaries is a party and that prior to the Closing have not expired, terminated or been fully performed, all of which are listed on Schedule 6.2(h), shall have been terminated.
Stockholder Arrangements. At the Closing, all accounts or contracts between the Company and its Subsidiaries, on the one hand, and any Stockholder or any of its Affiliates (other than the Company and its Subsidiaries), on the other hand, are hereby cancelled without any consideration or further liability to any party and without the need for any further documentation. Notwithstanding the foregoing, the parties hereby agree that (i) the Company shall continue to assume the "Assumed Liabilities" described on page 3 of Schedule 3.6(a) of the Disclosure Schedules and (ii) they shall negotiate the terms and conditions pursuant to which the services agreement entered into between AMS Industries and the Company on November 1, 2005 (as referred to in Schedule 3.18 of the Disclosure Schedules) may be continued after the Closing.
Stockholder Arrangements. ARTICLE XVII MISCELLANEOUS.................................. 17.1 Expenses........................................... 17.2 Entire Agreement; Release.......................... 17.3 Governing Law; Waiver of Jury Trial, Etc........... 17.4 Headings........................................... 17.5 Notices............................................ 17.6 Separability....................................... 17.7
Stockholder Arrangements. The Company shall take any and all actions necessary to terminate, without cost or obligation to the Company, (a) the Amended and Restated Investor Rights Agreement, dated as of September 30, 2002, by and among the Company and the parties named therein, as amended, (b) the Amended and Restated Voting Rights Agreement, dated as of September 30, 2002, by and among the Company and the parties named therein, as amended, (c) the Amended and Restated Registration Rights Agreement, dated as of September 30, 2002, by and among the Company and the parties named therein, as amended, (d) the Second Amended and Restated Stockholders Agreement, dated as of September 30, 2002, by and among the Company and the parties named therein, as amended, and (e) any other agreements among the Company and its stockholders (collectively, the "STOCKHOLDER ARRANGEMENTS"). The agreements to terminate the Stockholder Arrangements will be in forms reasonably acceptable to Parent and will provide that following the Effective Time, neither the Surviving Corporation nor Parent will have any obligations or liabilities under the Stockholder Arrangements.
Stockholder Arrangements. The Company shall have terminated the Stockholder Arrangements in accordance with SECTION 5.17 and shall have delivered to Parent evidence of such termination in forms reasonably acceptable to Parent.
Stockholder Arrangements. Prior to the Effective Time, the Company shall not settle or compromise any claim brought by any present holder of any securities of the Company in connection with the Merger or the other Contemplated Transactions unless such settlement or compromise consists of only the payment of monetary damages (which are fully paid by the Company prior to the Closing Date), does not impose any injunctive or equitable relief upon the Acquired Companies or their Affiliates, does not require any admission or acknowledgement of liability or fault of the Acquired Companies, contains an unconditional release of the Acquired Companies and their Affiliates in respect of such claim and the Company provides Sunrise with notice of any such claim, the Company keeps Sunrise reasonably apprised of the status of negotiations and provides Sunrise with notice of such settlement or compromise (including a summary of the terms of such settlement or compromise) at least five (5) days prior to the Company entering into any agreements or arrangements relating thereto.
Stockholder Arrangements. In the event the Common Stock is not registered under the Exchange Act at the time an Option is exercised, Participant shall, if requested by Company, concurrently with the exercise of all or any portion of an Option, enter into a customary (in the Company’s judgment) arrangement for privately held companies providing for a right of first refusal in favor of the Company and other major stockholders in connection with a transfer of the Shares by Participant, subject to customary exceptions.
Stockholder Arrangements. The Company and Indemnifying Stockholders shall procure an agreement among the Stockholders that effective as of Closing, shall terminate (i) the Third Amended and Restated Right of First Refusal and Co-Sale Agreement, dated December 30, 2003, by and among the Company and each person listed on Exhibit A thereto (the “Co-Sale Agreement”); (ii) the Third Amended and Restated Stockholders Agreement, dated December 30, 2003, by and among the Company and each person listed on Exhibit A thereto (the Stockholder Agreement”) and the Fourth Amended and Restated Voting Agreement (the “Voting Agreement”) and (iv) any other agreement among the Company and its Stockholders (together with the Co-Sale Agreement, the Stockholder Agreement and the Voting Agreement, the “Stockholder Arrangements”) and waive any claims pursuant to the Stockholder Arrangements.
