Subsisting Shareholders’ Documentation Sample Clauses

Subsisting Shareholders’ Documentation. (i) The subsisting portions of the shareholders’ documentation listed out in Clause 2.5 of the Shareholders’ Agreement, as amended by this Waiver cum Amendment Agreement) (collectively, the “Subsisting Shareholders’ Documentation”), together with the Shareholders’ Agreement (read with the Deeds of Adherence) and this Waiver cum Amendment Agreement, constitute the entire agreement amongst Parties with respect to the subject matter thereof and there are no other subsisting or surviving arrangements amongst the shareholders and the Company. The Parties agree and acknowledge that any and all surviving special rights under the Subsisting Shareholders’ Documentation (including information rights and/or transfer restrictions) shall, other than as expressly stated herein, terminate upon the Consummation of the IPO together with the termination of the Shareholders’ Agreement without any further act or deed required by any Party. (ii) Notwithstanding anything to the contrary contained in the Subsisting Shareholders’ Documentation, and subject to Clause 3.2, each Party consents to the proposed Offer, including the transfer of the Equity Shares by the Selling Shareholders through the Offer for Sale and any pre-IPO placement by the Company, and waives any restrictive provision under any Subsisting Shareholders’ Documentation (including any transfer restrictions, pre-emptive rights, anti-dilution rights, or restrictions on encumbrance of shares held by the promoters) and the corresponding provisions of the Articles of Association of the Company with respect to any actions or steps required to be taken in connection with the Offer and any pre-IPO placement by the Company.
Sample 1
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Related to Subsisting Shareholders’ Documentation

  • 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.

  • 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.

  • 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.

  • Shareholder and Similar Agreements The Company is not party to any shareholder, pooling, voting trust or other similar agreement relating to the issued and outstanding shares in the capital of the Company or any of its subsidiaries.

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

  • Company Lock Up Agreements The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement Agent, it will not for a period of thirty (30) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, (ii) the issuance by the Company of ADSs upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.

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

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

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

  • Complete Portfolio Holdings From Shareholder Reports Containing a Summary Schedule of Investments; and

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