Tag-Along Right; Founders' and CEC's Other Agreements Sample Clauses

Tag-Along Right; Founders' and CEC's Other Agreements. (a) In the event that, at any time prior to December 31, 2007, any of the Hicks Holders, the 1947/1945 Holders, CEC and/or the Founders (collectixxxx, the "Tag-Along Holders") propose to sell in one transaction or a series of related transactions (subject to the terms of this Article 4) an aggregate number of Company Common Shares equal to or greater than 45% of the outstanding Company Common Shares, which transaction is not a Company Sale or other Board-approved transaction relating to the entire Company or its capital stock (a "Tag-Along Sale"), each of the other Tag-Along Holders, so long as the applicable group has not experienced a 3% Event, may elect within 10 calendar days of receipt of written notice thereof, to participate on a pro rata basis (based on the percentage sold relative to the Tag-Along Holders' entire holding), in such Tag-Along Sale, in which case the notifying Tag-Along Holder shall cause such other Tag-Along Holders shares to be included in the Tag-Along Sale, on the same terms and conditions. (b) Each of the Founders and CEC hereby agrees that, in connection with any Company Sale or other Bring-Along Transaction that requires a vote of the shareholders of the Company, such party will (i) vote its shares in favor of approval of such transaction, (ii) to the full extent permitted by applicable law, cause any designee it may have on the Board to vote, in favor of such transaction, (iii) Transfer its shares to the acquiror in such Company Sale or Bring-Along Transaction and (iv) otherwise cooperate with the Hicks Holders and the 1947/1945 Holders in causing such Company Sale or Xxxxg-Along Transaction to be consummated. (c) Schedule A hereto lists the identity of each of the Founders and the number of Company Common Shares beneficially owned by such Founders as of the date hereof. The Founders designate Roberto Vivo-Chaneton to be their representative for purposes of providxxx xxx notices specified in this Section 4.3, which designee may be changed by written notice signed by Founders holding a majority of the Company Common Shares owned by the Founders to the Company and the Holders. In the event that any Founder that is not a natural person experiences a change in control (such that any Person other than a Person with such equity or voting power as of the date hereof beneficially owns or controls 45% of the equity, voting power or the ability to elect a majority of the board of directors of such entity), such Founder's rights and obl...
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Related to Tag-Along Right; Founders' and CEC's Other Agreements

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

  • 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.

  • 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.

  • Sub-Agreements Party shall not assign, subcontract or subgrant the performance of this Agreement or any portion thereof to any other Party without the prior written approval of the State. Party shall be responsible and liable to the State for all acts or omissions of subcontractors and any other person performing work under this Agreement pursuant to an agreement with Party or any subcontractor.

  • 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.

  • Lockup Agreements (a) Each Holder owning Registrable Securities representing beneficial ownership of 1% or more of the outstanding Common Stock hereby agrees that, in connection with an Underwritten Offering, except for sales in such Underwritten Offering: (i) it shall not effect any public sale or distribution (including sales pursuant to Rule 144 and pursuant to derivative transactions) of Common Stock (1) in connection with an Underwritten Offering that is being made pursuant to a Demand Registration Statement, a Shelf Registration Statement or a Piggyback Registration, in each case in accordance with this Article II, during (A) the period commencing on the seventh day prior to the expected time of circulation of a preliminary prospectus with respect to such Underwritten Offering (or, if no preliminary prospectus is circulated, the commencement of any marketing efforts with respect to such Underwritten Offering) and ending on the 90th day following the date of the final prospectus covering such Registrable Securities in connection with such Underwritten Offering or (B) such shorter period as the Underwriters with respect to such Underwritten Offering may require; provided, that the duration of the restrictions described in this clause (i) shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters on the chief executive officer and the chief financial officer of the Company (or Persons in substantially equivalent positions) in connection with such Underwritten Offering; and (ii) it shall execute a lock-up agreement in favor of the Underwriters in form and substance reasonably acceptable to the Company and the Underwriters to such effect. (b) In connection with an Underwritten Offering, except for sales in such Underwritten Offering, the Company (and its directors and officers) agrees that it: (i) shall not effect any public sale or distribution of Common Stock or securities convertible into or exercisable for Common Stock (except pursuant to (a) registrations on Form S-8 or Form S-4 or any similar or successor form under the Securities Act or (b) a trading plan pursuant to Rule 10b5-1 under the Exchange Act) during (1) the period commencing on the seventh day prior to the expected time of circulation of a preliminary prospectus with respect to such Underwritten Offering (or, if no preliminary prospectus is circulated, the commencement of any marketing efforts with respect to such Underwritten Offering) and ending on the 90th day following the date of the final prospectus covering such Registrable Securities in connection with such Underwritten Offering or (2) such shorter period as the Underwriters with respect to such Underwritten Offering may require; and (ii) to the extent requested by the Underwriters participating in such Underwritten Offering, it shall agree to include provisions in the relevant underwriting or other similar agreement giving effect to the restrictions described in clause (i) above, in form and substance reasonably acceptable to such Underwriters.

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

  • Lock-Up Agreements At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit C hereto signed by the persons listed on Schedule D hereto.

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