Stockholder Guaranties Sample Clauses

Stockholder Guaranties. 32 Section 5.02. Foreign Affiliate Guaranties.........................................................32 SECTION 6. SECURITY.....................................................................................32 Section 6.01. Security.............................................................................32
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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.
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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. -------------
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Stockholder Guaranties. EXHIBITS A. Certificate of Merger
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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.
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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
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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.
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Related to Stockholder Guaranties

  • 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 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 Obligations Shareholder may not participate in any underwritten offering pursuant to this Agreement unless Shareholder (i) agrees to only sell Registrable Securities on the basis reasonably provided in any underwriting agreement and (ii) completes, executes and delivers any and all questionnaires, lock-up agreements, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably or customarily required by or under the terms of any underwriting agreement or as reasonably requested by INC.

  • Further Agreements of the Selling Stockholder The Selling Stockholder covenants and agrees with each Underwriter that:

  • 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.

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

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