Stockholder Guaranties Sample Clauses

Stockholder Guaranties. 32 Section 5.02. Foreign Affiliate Guaranties.........................................................32 SECTION 6. SECURITY.....................................................................................32 Section 6.01. Security.............................................................................32
Sample 1
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Stockholder Guaranties. The due payment and performance of the Obligations shall continue to be guaranteed to the Creditor by (i) Nextel International, severally, for 93.9% of the aggregate Obligations, by the execution and delivery to the Creditor, simultaneously with the execution and delivery of this Agreement, by Nextel International of an amended and restated guaranty in the form of Exhibit D-1 hereto (the "Nextel International Guaranty"), and (ii) MIDC (on behalf of Motorola do Brasil), severally, for 6.1% of the aggregate Obligations (as such percentile may be adjusted in accordance with terms of the Motorola do Brasil Guaranty), by the execution and delivery to the Creditor by MIDC of an amended and restated Guaranty in the form of Exhibit D-2 hereto (the "Motorola do Brasil Guaranty" and together with the Nextel International Guaranty and any other guaranty executed by a Stockholder Guarantor in favor of the Creditor, hereinafter referred to individually as a "Stockholder Guaranty"; and collectively, the "Stockholder Guaranties"). Any Stockholder Guarantor may assign a portion of its obligations under its Stockholder Guaranty to an Acceptable Guarantor subject to the terms and conditions of its respective Stockholder Guaranty; provided that in no event may any such assignment result in Nextel International guaranteeing less than 93.9% of the Obligations.
Sample 1
Stockholder Guaranties. Purchaser shall cooperate in good ---------------------- faith to assist Stockholder in his efforts to be released from any personal guaranties of Company liabilities undertaken by Stockholder as set forth on Schedule 7.2(f) hereof (the "Stockholder Guarantees"), including without limitation the signing by Purchaser of equivalent guaranties upon the request of the Company's creditors. Purchaser agrees to indemnify and hold harmless Stockholder for any obligations or liabilities Stockholder may have following the Closing under the Stockholder Guarantees, except for any such obligations or liabilities resulting from Stockholder's fraud, intentional misconduct or gross negligence. Purchaser shall repay all obligations outstanding under the SBA Loan (#PLP 000-000-0000 administered by the CIT Group) promptly following Closing.
Sample 1
Stockholder Guaranties. EXHIBITS A. Certificate of Merger
Sample 1
Stockholder Guaranties. With respect to each of the Stockholder Guaranties, either (a) such guaranty shall have been released prior to the Closing Date or (b) Bluegreen shall have agreed in writing to indemnify and hold harmless the applicable Stockholder for any and all amounts which such
Sample 1
Stockholder Guaranties. The due payment and performance of the Obligations shall be guaranteed to the Creditor by (i) Nextel International, severally, for 93.9% of the aggregate Obligations (as such percentile may be adjusted in accordance with the terms hereof and Section 15 of the Nextel International Guaranty), by the execution and delivery to the Creditor, simultaneously with the execution and delivery of this Agreement, by Nextel International of a guaranty in the form of Exhibit I-1 hereto (the "NEXTEL INTERNATIONAL GUARANTY"), and (ii) by Motorola do Brasil, severally, for 6.1% of the aggregate Obligations (as such percentile may be adjusted in accordance with the terms hereof and Section 15 of the Nextel International Guaranty), by the execution and delivery to the Creditor, simultaneously with the execution and delivery of this Agreement, by Motorola do Brasil of a Guaranty in the form of Exhibit I-2 hereto (the "MOTOROLA DO BRASIL GUARANTY" and together with the Nextel International Guaranty and any other guaranty executed by a Stockholder Guarantor in favor of the Creditor, hereinafter referred to individually as a "STOCKHOLDER GUARANTY"; and collectively, the "STOCKHOLDER GUARANTIES"). Nextel International may assign a portion of its obligations under its Stockholder Guaranty to an Acceptable Guarantor subject to the terms and conditions of Section 15 of the Nextel International Guaranty it being understood that in no event may any such assignment result in Nextel International guaranteeing less than 70% of the Obligations.
Sample 1
Stockholder Guaranties. Buyer shall use its best efforts following ---------------------- the Closing to obtain any documentation necessary to release Xxxxxxx X. Xxxxx from each of the personal guaranties listed on Schedule 5.11 attached hereto. -------------
Sample 1
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Related to Stockholder Guaranties

  • Stockholder Agreements Except as contemplated by or disclosed in the Transaction Agreements, such Founder is not a party to and has no knowledge of any agreements, written or oral, relating to the acquisition, disposition, registration under the Securities Act, or voting of the securities of the Company.

  • 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.

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

  • Selling Stockholders’ Documents On the date hereof, the Company and the Selling Stockholders shall have furnished for review by the Representatives copies of the Powers of Attorney and Custody Agreements executed by each of the Selling Stockholders and such further information, certificates and documents as the Representatives may reasonably request.

  • 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 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.

  • Further Agreements of the Selling Stockholders Each of the Selling Stockholders covenants and agrees with each Underwriter that:

  • 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.

  • Stockholder Rights Plans If the Company has a stockholder 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 stockholder 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 stockholder 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 14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

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

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