Termination of the Existing Shareholders’ Agreements Sample Clauses

Termination of the Existing Shareholders’ Agreements. (a) Each of the Sellers acknowledges and accepts that the Existing Shareholders’ Agreements to which it is a party shall automatically terminate at the Closing, provided that all the transactions contemplated hereby have been completed and the Shareholders Agreement has been executed by all the parties thereto and is in full force and effect. If so, each of the Sellers acknowledges that all of his rights under the Existing Shareholders’ Agreements have been fully satisfied and that he has no claim and waives his rights in this respect against the Target, the other Sellers or any other Party. (b) Should this Agreement terminate and/or the transactions contemplated hereby be abandoned for any reason whatsoever, then the Existing Shareholders’ Agreements shall remain in full force and effect and the Sellers shall be automatically released from their undertaking set forth in Section 2.1, provided that following such termination or abandonment, (i) the Sellers expressly agree that the period during which Xxxxxx Limited may exercise its call option (promesse de vente n°1) under the Existing Shareholders’ Agreement shall be extended for an additional period of two (2) months as from the date of termination or abandonment (as the case may be) of this Agreement and (ii) Xxxxxx Limited expressly undertakes not to exercise this call option (promesse de vente n°1) under the Existing Shareholders’ Agreement before the date being one (1) month from the date of termination or abandonment (as the case may be) of this Agreement. 20 Table of Contents
Sample 1
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Related to Termination of the Existing Shareholders’ Agreements

  • 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).

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

  • Termination of Existing Agreements Any previous employment agreement between Executive on the one hand and Employer or any of Employer’s Affiliates (as hereinafter defined) on the other hand is hereby terminated.

  • 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.

  • Termination of Existing Tax Sharing Agreements Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunder.

  • Termination of Existing Agreement The Existing Agreement is hereby terminated and replaced and superseded by this Agreement, effective August 1, 2001. All payments, of Base Salary or otherwise, made by the Company under the Existing Agreement with respect to any period commencing on or after August 1, 2001 shall be credited against the corresponding payment obligations of the Company under 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 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 Management Agreement Evidence of the termination of any and all management agreements affecting the Property, effective as of the Closing Date, and duly executed by Seller and the property manager.

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