Stockholders' Agreement and Proxy Sample Clauses

Stockholders' Agreement and Proxy. Concurrently with the --------------------------------- execution of this Amendment and the issuance of the Class B Shares, Shareholder is executing and delivering a Stockholders' Agreement and proxy appointing Xxxxxx X. Xxxxxxxx Shareholder's attorney-in-fact and proxy to vote all Class B Shares now or hereafter owned by Shareholder at any meeting of shareholders, regular or special, whenever called, and for whatever purpose. Copies of the Stockholders' Agreement and proxy shall be filed with the Secretary of the Company, and the proxy shall be registered in the stock books of the Company. Any transfer of the Class B Shares is subject to the terms of the Stockholders' Agreement and proxy.
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Stockholders' Agreement and Proxy. Each Purchaser hereby agrees -------------------------------- to enter into a Stockholders Agreement, substantially in the form of Exhibit A attached hereto (the "Stockholders Agreement") at the Closing, each Purchaser agrees to enter into a Registration Rights Agreement substantially in the form of Exhibit B attached hereto (the "Registration Rights Agreement") at the Closing and each Purchaser (other than Apollo and its Related Persons) hereby agrees to enter into a Proxy and Voting Agreement, substantially in the form of Exhibit C attached hereto (the "Proxy Agreement") at the Closing. "Related Person" means, with respect to any person, (i) any affiliate of such person, (ii) any investment manager, investment advisor or general partner of such person, and (iii) any investment fund, investment account or investment entity whose investment manager, investment advisor or general partner is such person or a Related Person of such person.
Sample 1

Related to Stockholders' Agreement and Proxy

  • Stockholders Agreement Investor and the other parties to the Stockholders Agreement shall have executed and delivered the Stockholders Agreement to the Company.

  • Shareholders Agreements Any agreement by and between the Shareholder and any Affiliate of 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 Investors, Vestar, the Management Investors, and the other securityholders a party thereto, as it may be amended or supplemented thereafter from time to time.

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

  • 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.

  • Termination of Stockholders Agreement The Stockholders, the Company and the other parties thereto hereby agree to terminate the Stockholders Agreement, including any and all annexes or exhibits thereto, as of the Effective Time. The provisions of the Stockholders Agreement shall not survive its termination, and shall have no further force from and after the Effective Date, nor shall any party to the Stockholders Agreement have any surviving obligations, rights or duties thereunder.

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

  • 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.

  • Termination of Shareholders Agreement Each of the Parties agrees that upon the Closing, the Shareholders’ Agreement shall be, without any further action required by any Party, terminated immediately, in its entirety and shall be of no further force or effect, including without limitation, each of the provisions of Section 8.3 thereof.

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