Termination of VoiceStream Voting Agreement and other Agreements with Stockholders Sample Clauses

Termination of VoiceStream Voting Agreement and other Agreements with Stockholders. The VoiceStream Voting Agreement, the Parent Stockholder Agreement dated as of September 17, 1999 by and between Telephone and Data Systems, Inc. ("TDS") and certain stockholders of Aerial Communications and VoiceStream, the Stockholders Agreement by and among WWC, Hutcxxxxxx Xxxecommunications PCS (USA) Limited and VoiceStream, the Investor Agreement, dated as of June 23, 1999 by and among Hutcxxxxxx Xxxecommunications PCS (USA) Limited and VoiceStream, the Stockholders Agreement dated September 17, 1999 by and among TDS and VoiceStream, the Registration Rights Agreement by and among VoiceStream and TDS dated May 4, 2000, the Investor Agreement by and among TDS and VoiceStream, dated as of May 4, 2000, the Investor Agreement by and among Sonera Ltd. and VoiceStream dated as of September 17, 1999, the Registration Rights Agreement between VoiceStream and Sonera Ltd. dated as of September 17, 1999, the Registration Rights Agreement by and among VoiceStream and certain stockholders of VoiceStream, dated May 3, 1999, and the Amended and Restated Registration Rights Agreement by and among Omnipoint Corporation and the other parties named therein, dated June 29, 1995, shall, in consideration of the undertakings by DT under this Agreement and the Merger Agreement, be terminated and be of no further force or effect effective at the Effective Time. Each of the Stockholders agrees that (a) until the earlier of (x) the later of January 1, 2001 and the date of the VoiceStream Stockholders' Meeting, and (y) the termination of the Merger Agreement, such Stockholder shall not exercise any registration rights and (b) from the date hereof until the earlier of the termination of the Merger Agreement or the Effective Time, such Stockholder shall not be entitled to the benefit of any preemption rights that such Stockholder may have under the agreements listed in the immediately preceding sentence as a result of the investment contemplated by the DT Financing Agreements. None of the agreements so listed shall be amended or modified in a manner inconsistent with the terms of this Agreement without DT's prior written approval.
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Termination of VoiceStream Voting Agreement and other Agreements with Stockholders. The VoiceStream Voting Agreement and the Registration Rights Agreement by and among VoiceStream and certain stockholders of VoiceStream, dated May 3, 1999, and the Amended and Restated Registration Rights Agreement by and among Omnipoint Corporation and the other parties named therein, dated June 29, 1995, shall, in consideration of the undertakings by DT under this Agreement and the Merger Agreement, be terminated and be of no further force or effect effective at the Effective Time. Stockholder agrees that a) until the earlier of (x) the later of January 1, 2001 and the date of the VoiceStream Stockholders' Meeting, and (y) the termination of the Merger Agreement, Stockholder shall not exercise any registration rights, provided that Stockholder may exercise any registration rights it may have with respect to securities of VoiceStream other than the Restricted Shares. None of the agreements so listed shall be amended or modified in a manner inconsistent with the terms of this Agreement without DT's prior written approval.
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Termination of VoiceStream Voting Agreement and other Agreements with Stockholders. The VoiceStream Voting Agreement, the Investor Agreement by and among Sonera Ltd. and VoiceStream dated as of September 17, 1999 and the Registration Rights Agreement between VoiceStream and Sonera Ltd. dated as of September 17, 1999 shall, in consideration of the undertakings by DT under this Agreement and the Merger Agreement, be terminated and be of no further force or effect effective at the Effective Time. Each of the Stockholders agrees that (a) until the earlier of (x) the later of January 1, 2001 and the date of the VoiceStream Stockholders' Meeting, and (y) the termination of the Merger Agreement, such Stockholder shall not exercise any registration rights and (b) from the date hereof until the earlier of the termination of the Merger Agreement or the Effective Time, such Stockholder shall not be entitled to the benefit of any preemption rights that such Stockholder may have under the agreements listed in the immediately preceding sentence as a result of the investment contemplated by the DT Financing Agreements. None of the agreements so listed shall be amended or modified in a manner inconsistent with the terms of this Agreement without DT's prior written approval.
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Termination of VoiceStream Voting Agreement and other Agreements with Stockholders. The VoiceStream Voting Agreement, the Investor
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Termination of VoiceStream Voting Agreement and other Agreements with Stockholders. The VoiceStream Voting Agreement, the Parent Stockholder Agreement dated as of September 17, 1999 by and between Telephone and Data Systems, Inc. ("TDS") and certain stockholders of Aerial Communications and VoiceStream, the Stockholders Agreement by and among WWC, Hutcxxxxxx Xxxecommunications PCS (USA) Limited and VoiceStream, the Investor Agreement, dated as of June 23, 1999 by and among Hutcxxxxxx Xxxecommunications PCS (USA) Limited and VoiceStream, the Stockholders Agreement dated September 17, 1999 by and among TDS and VoiceStream, the Registration Rights Agreement by and among VoiceStream and TDS dated May 4, 2000, the Investor Agreement by and among TDS and VoiceStream, dated as of May 4, 2000, the Investor Agreement by and among Sonera Ltd. and VoiceStream dated as of September 17, 1999, the Registration Rights Agreement between VoiceStream and Sonera Ltd. dated as of September 17, 1999, the Registration Rights Agreement by and among VoiceStream and certain stockholders of VoiceStream, dated May 3, 1999, and the Amended and Restated Registration Rights Agreement by and among Omnipoint Corporation and the other parties named therein, dated June 29, 1995, shall, in consideration of
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Related to Termination of VoiceStream Voting Agreement and other Agreements with Stockholders

  • 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.

  • Voting Arrangements (a) The Stockholder agrees that, during the time this Agreement is in effect, at any meeting of the stockholders of the Company (a "Company Stockholders' Meeting"), however called, and at every adjournment or postponement thereof, he, she or it shall (i) appear at the meeting or otherwise cause his, her or its Shares, to be counted as present thereat for purposes of establishing a quorum, (ii) vote, or execute consents in respect of, his, her or its Shares, or cause his, her or its Shares to be voted, or consents to be executed in respect thereof, in favor of the approval and adoption of the Merger Agreement (including any revised or amended Merger Agreement among Parent, Merger Sub, and the Company approved by the Company Board of Directors), and any action required in furtherance thereof and (iii) vote, or execute consents in respect of, his, her or its Shares, or cause his, her or its Shares to be voted, or consents to be executed in respect thereof, against (A) any proposal or offer, whether in writing or otherwise, from any Third Party to acquire beneficial ownership (as defined under Rule 13d-3 under the Securities Exchange Act of 1934, as amended ("Exchange Act")) of all or more than 15% of the assets of the Company, or 15% or more of any class of equity securities of the Company pursuant to a merger, consolidation or other business combination, sale of shares of stock, sale of assets, tender offer, exchange offer or similar transaction or series of related transactions, which is structured to permit such Third Party to acquire beneficial ownership of more than 15% of the assets of the Company, or 15% or more of any class of equity securities in the Company (each, a "Competing Transaction") or (B) any amendment of the Company Certificate of Incorporation or Company By-laws or other proposal, action or transaction involving the Company or any of the Company Stockholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement or to deprive Parent of any material portion of the benefits anticipated by Parent to be received from the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement, or change in any manner the voting rights of Company Common Shares (collectively, "Frustrating Transactions") presented to the Company Stockholders (regardless of any recommendation of the Company Board of Directors) or in respect of which vote or consent of the Stockholder is requested or sought.

  • Voting Agreements (i) With respect to each election of directors of the Board, each holder of voting securities of the Company shall vote at each meeting of shareholders of the Company, or in lieu of any such meeting shall give such holder’s written consent with respect to, as the case may be, all of such holder’s voting securities of the Company as may be necessary (i) to keep the authorized size of the Board at four (4) directors, (ii) to cause the election or re-election as members of the Board, and during such period to continue in office, each of the individuals designated pursuant to Section 12.1, and (iii) against any nominees not designated pursuant to Section 12.1.

  • 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.

  • No Voting Agreements The Purchaser is not a party to any agreement or arrangement, whether written or oral, between the Purchaser and any other Purchaser and any of the Company’s shareholders as of the date hereof, regulating the management of the Company, the shareholders’ rights in the Company, the transfer of shares in the Company, including any voting agreements, shareholder agreements or any other similar agreement even if its title is different or has any other relations or agreements with any of the Company’s shareholders, directors or officers.

  • 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.

  • 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.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

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