The Stockholders Agreement. Aduromed, ADRM and the Preferred Holders hereby agree that as of the Effective Time the Stockholders Agreement shall be terminated and of no further force and effect.
The Stockholders Agreement. The Parties acknowledge and agree that this Amendment is an integral part of the Stockholders Agreement. Notwithstanding any provision of the Stockholders Agreement to the contrary, in the event of any conflict between this Amendment and the Stockholders Agreement or any part of either of them, the terms of this Amendment shall control. Any reference to the “Stockholders Agreement” contained herein or in the Stockholders Agreement shall mean the Stockholders Agreement, including and as amended by this Amendment, and any other amendment or addendum to either the Stockholders Agreement or this Amendment.
The Stockholders Agreement. The Stockholder’s Agreement has been duly authorized and duly executed and delivered by the Parent and constitutes a valid and legally binding agreement of Parent enforceable against Parent in accordance with its terms, subject to the Enforceability Exceptions, and except that rights to indemnity and contribution thereunder may be limited by applicable law and public policy.
The Stockholders Agreement. Prior to the execution of the Merger Agreement, Purchaser and Parent entered into a Stockholders Agreement with the Selling Stockholders. The Selling Stockholders beneficially own an aggregate of 1,178,869 Shares (including 548,605 Shares subject to options exercisable within 60 days after October 20, 1999). Pursuant to the Stockholders Agreement, each Selling Stockholder has agreed to tender all of his Shares pursuant to and in accordance with the terms of the Offer not later than the tenth business day after commencement of the Offer. During the term of the Stockholders Agreement, no Selling Stockholder may (a) except pursuant to the Stockholders Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of any of such Selling Stockholder's Shares, (b) except as contemplated by the Stockholders Agreement, grant any proxies or powers of attorney, deposit any Shares into a voting trust or enter into a voting agreement with respect to such Selling Stockholder's Shares, or (c) take any action that would reasonably be expected to make any representation or warranty of such Selling Stockholder contained in the Stockholders Agreement untrue or incorrect in any material respect or have the effect of preventing or disabling such Selling Stockholder from performing his obligations under the Stockholders Agreement. During the term of the Stockholders Agreement, each Selling Stockholder has agreed not to directly or indirectly, solicit or encourage the initiation of (including by way of furnishing information) any inquiries or proposals regarding any merger, sale of assets, sale of shares of capital stock or similar transaction involving the Company or any of its subsidiaries that if consummated would constitute an Alternative Transaction. During the term of the Stockholders Agreement, each Selling Stockholder has agreed to vote each of his Shares at any annual, special or adjourned meeting of the stockholders of the Company (a) in favor of the Merger Agreement and the transactions contemplated thereby, and (b) against (i) any Alternative Transaction, (ii) any proposal or action that would reasonably be expected to result in a breach of any covenant, representation or warranty of the Company set forth in the Merger Agreement, or (iii) any proposal or action that is intended or would reasonably be expected to impede, interfere with, delay or materially and adversely affect the Merger or any of the other transactions contemplated ...
The Stockholders Agreement. All other documents, instruments and writings required by this Agreement to be delivered by the Buyers at the Series A Closing.
The Stockholders Agreement. A. The parties to the Stockholders Agreement hereby release any obligations not heretofore fulfilled to contribute capital to topjobs (usa).
B. The parties hereby acknowledge and agree that Larrx Xxxxx xx no longer on the Operational Executive of topjobs (uk), Secretary of topjobs (usa) or otherwise an officer, representative or agent of either topjobs (uk) or topjobs (usa), having previously resigned from all positions with topjobs (uk) and topjobs (usa).
C. Effective immediately, Mr. Xxxxx Xxxxx, Mr. Xxxx Xxxxxxxx xxx Mr. Xxxx Xxxxxxx xxx no longer directors of the topjobs (usa). DiSX hereby agrees to their removal and does vote to remove them, and hereby agrees that it has no further rights under the Stockholders Agreement to appoint directors of topjobs (usa).
D. It is acknowledged and agreed that, except as topjobs (uk), in its sole discretion, may otherwise determine, all Former DiSX Employees shall cease to be employees of topjobs (usa) on January 31, 2000.
E. All books and records relating to topjobs (usa) shall be delivered immediately to such person or entity as may be directed by Briax Xxxxxx xf topjobs (uk).
F. In consideration of the release of DiSX from certain obligations topjobs (usa) and topjobs (uk) as described herein, on the date hereof DiSX hereby agrees to transfer to tobjobs (uk) or its designee all of DiSX's right and interest in and to all shares and interests of DiSX in topjobs (usa) provided, that no such transfer may be effective until such time as DiSX is legally authorized to effect the same, and topjobs (uk) is legally authorized to accept the same, under applicable law and court orders. DiSX shall deliver to topjobs (uk) or its designees such stock powers and other rights as topjobs (uk) may reasonably request to evidence the foregoing from time to time. DiSX hereby agrees, in consideration of the benefits being derived by DiSX pursuant to this agreement, that DiSX shall not dispose of any of such shares of topbjobs (usa) or any interest therein, directly or indirectly, for a period of 5 years or until the same are acquired by topjobs (uk) or its designee, as herein provided, and that any attempted disposition of such shares or any rights therein (including, without limitation, voting rights) shall be null and void ab initio. DiSX hereby further agrees that it shall vote its shares for dissolution of topjobs (usa) and otherwise cooperate in effecting the same in the event that it is requested by topjobs (uk) to do so, which ...
The Stockholders Agreement. Each of the Company and the Management Stockholders shall have executed and delivered the Stockholders' Agreement to the Purchaser.
The Stockholders Agreement. As a condition precedent to the award of the Equity Strip and the grant of the Options, you must become a party to the Stockholders Agreement and agree to be bound by the terms and conditions of the Stockholders Agreement.
The Stockholders Agreement. 20 5.1 The Stockholders Agreement. . . . . . . . . . . . . . . . 20 5.2 Standstill. . . . . . . . . . . . . . . . . . . . . . . . 22 ARTICLE VI MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . 22 6.1
The Stockholders Agreement. (a) With the exception of the rights provided by and the terms and provisions of Article II of the Stockholders Agreement, Xxxxxxx hereby covenants and agrees that it will take no action or otherwise exercise any right pursuant to the Stockholders Agreement from and after the date hereof until the date following the expiration of the Sales Period. Xxxxxxx further covenants and agrees that, upon execution of the Acquisition Agreement, if applicable, through and until the closing of the acquisition transactions contemplated by such agreement or the termination thereof, it hereby waives its rights under the Stockholders Agreement:
(1) in connection with the transactions contemplated thereby as follows:
(i) the provisions of Section 3.2 of the Stockholders Agreement regarding the right of first refusal with respect to a transfer of Common Stock, including the notice provisions relating thereto;
(ii) the provisions of Section 5.3 of the Stockholders Agreement requiring that in the event of the sale of assets of Furr's, the applicable purchase agreement shall provide that the purchaser will assume any supply agreement between Xxxxxxx and Furr's then in effect;
(iii) the provisions of clause (f) of Section 5.4 of the Stockholders Agreement with respect to notice to Xxxxxxx regarding the terms, provisions and documents relating to a transaction involving Furr's;
(iv) the provisions of Section 5.7 of the Stockholders Agreement regarding the right of first offer with respect to a transfer of Common Stock, including the notice provisions relating thereto; and (v) the provisions of Section 6.1 of the Stockholders Agreement regarding preemptive rights; or
(2) which are inconsistent with the provisions of this Agreement (or the other agreements contemplated hereby), including but not limited to the provisions of Article III (Restrictions on Transfer; Rights of First Refusal), Article IV (Tag-Along Rights); Article V (Right to Compel Sale or IPO Event); Article VI (Preemptive Rights); and Article VII (Put and Call Rights on Management Stock).
(b) Concurrently with the Parties' execution of this Agreement, each of the members of the Windward Group shall have executed and delivered to Xxxxxxx and Furr's a waiver, in form attached hereto as EXHIBIT H (the 'Windward Waiver"), by the terms and provisions of which each member of the Windward Group, with the exception of the rights provided by and the terms and provisions of Article II of the Stockholders Agreement, shall coven...
