Subscription and Stockholders Agreement Sample Clauses

Subscription and Stockholders Agreement. As a condition to the sale and issuance of the Restricted Shares, Executive shall be required to execute a Subscription Agreement and Stockholders' Agreement in substantially the forms attached hereto as Exhibits A and B, which Subscription Agreement contains certain pre-emptive rights for the benefit of Executive and certain restrictive covenants for the benefit of Employer and which Stockholder's Agreement contains certain restrictions on the ability of Executive to transfer or dispose of the Restricted shares and certain rights of Executive to sell all or a portion of the Restricted Shares in the event of certain sales of capital stock. The parties further agree that the vesting, repurchase and acceleration of vesting provisions contained in Section 3(c)(d) and(e) shall equally apply to any shares of Common Stock of ARCC acquired by Executive pursuant to the exercise of pre-emptive or other similar anti-dilution rights under Section 5 of the Subscription Agreement, such that Executive shall vest, on an identical pro rata basis, in the Restricted shares and any shares of Common stock acquired pursuant to the exercise of pre-emptive rights in order to preserve the intents the purposes of the parties in granting such pre-emptive or other anti-dilution rights prior to the complete vesting of the Restricted Shares.
Sample 1
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Subscription and Stockholders Agreement. No later than January 31, 1997, the Sellers' Agents and Holdings shall have agreed upon the form of a Subscription and Stockholders Agreement to be executed by all the stockholders of Holdings at Closing (the "Subscription Agreement"). Sellers' Agents and Holdings shall each indicate their agreement to the form of the Subscription Agreement by initialling the form of such document no later than January 31, 1997 and attaching the initialled document to this Agreement as Exhibit 6.6.2.
Sample 1
Subscription and Stockholders Agreement. At the Closing, Holdings and each of Xxxxxxx X. Xxxxxx, Xxxxxxx Xxxxxxx Xxxxxx and Xxxx Xxxxxx shall enter into the Subscription and Stockholders Agreement in the form set forth in Exhibit 6.7 (the "Subscription Agreement").
Sample 1

Related to Subscription and Stockholders 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;

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

  • 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.

  • 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.

  • 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.

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

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