Stockholders Agreement and Investor Rights Agreement Sample Clauses

Stockholders Agreement and Investor Rights Agreement. The Participant acknowledges and agrees that the shares of Common Stock issued to the Participant pursuant to this Agreement that have vested pursuant to Paragraph 2 or 5 hereof shall be subject in all respects to the Amended and Restated Stockholders Agreement dated as of May 15, 2008, among the Company and the investors named therein, as such agreement is amended, modified or replaced from time to time and the Amended and Restated Investor Rights Agreement dated as of May 15, 2008, among the Company and the investors named therein, as such agreement is amended, modified or replaced from time to time.
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Stockholders Agreement and Investor Rights Agreement. Buyers and Sellers are, or are entitled to become, parties to that certain Stockholders Agreement dated as of May 2, 2005, by and among the Company, Buyers, Sellers and certain other holders of the Company’s capital stock (the “Stockholders Agreement”) and the Company and certain holders of the Company capital stock are parties to that certain Investor Rights Agreement dated as of May 2, 2005 (the “Investor Rights Agreement”). Buyers and Sellers each acknowledge that the Stockholders Agreement grants rights of first refusal to the Company and Major Stockholders (as such term is defined in the Stockholders Agreement), as well as co-sale rights to Major Stockholders. Buyers and Sellers each further acknowledge that the purchase and sale of Shares contemplated by this Agreement are subject to such rights of first refusal and co-sale rights. Each Seller and the Company has waived any right of first refusal that it may have with respect to the Shares that are being transferred hereunder. All Shares covered by this Agreement shall be bound to the terms of the Stockholders Agreement following the consummation of the transactions covered by this Agreement and shall be “Registrable Stock” under the Investor Rights Agreement without the need to execute additional joinder documents, amendments or other writings, provided that if a Buyer is not a party to the Stockholders Agreement, that Buyer will execute a joinder to such Stockholders Agreement, and provided that each Buyer hereunder who is an assignee pursuant to the terms of the Stockholders Agreement shall become a Major Stockholder (as such term is defined in the Stockholders Agreement) and such Buyer shall be added to Exhibit B of the Stockholders Agreement.
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Related to Stockholders Agreement and Investor Rights Agreement

  • 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).

  • Shareholders Agreements Any agreement by and between the Shareholder and any Affiliate of the Company;

  • Investor Rights Agreement The Investor Rights Agreement substantially in the form attached hereto as Exhibit B shall have been executed and delivered by the parties thereto.

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

  • Registration Rights Agreement and Escrow Agreement The parties have entered into the Registration Rights Agreement and the Escrow Agreement, each dated the date hereof.

  • 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.

  • 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.

  • Warrant Agreement and Registration and Shareholder Rights Agreement The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Shareholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

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