WAIVER(S) UNDER AND TERMINATION OF STOCKHOLDERS' AGREEMENT Sample Clauses

WAIVER(S) UNDER AND TERMINATION OF STOCKHOLDERS' AGREEMENT. By virtue of the respective approvals of this Agreement, the Merger and the Transactions (i) by the stockholders of the Company (including Genmar) pursuant to Section 1.2(a), and/or (ii) by the Stockholders by execution of this Agreement, and (iii) by Genmar, the Company, the stockholders of the Company, the Stockholders and the Company covenant and agree that any provision(s) of the Stockholders' Agreement by and among the Company, Genmar and the Pyramid Investors (as defined by the Stockholders' Agreement) made and entered into on March 23, 1999 (the "Stockholders' Agreement") which require or prohibit certain acts, omissions or procedures in connection with the execution and approval of this Agreement, the Merger or the Transactions are hereby irrevocably waived and/or amended to conform with or to otherwise allow the operation of this Agreement, the Merger or the Transactions without violation of, or the giving a right of action with respect to any stockholder of the Company under, the Stockholders' Agreement. Upon the Effective Date, the stockholders of the Company, including Genmar, by their approval of this Agreement, the Merger and the Transactions, hereby agree that the Stockholders' Agreement shall be terminated with no further action of the stockholders of the Company or the Company, and upon such termination the Stockholders' Agreement shall be null, void and of no further force or effect.
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Related to WAIVER(S) UNDER AND TERMINATION OF STOCKHOLDERS' AGREEMENT

  • Termination of Stockholders Agreement The Stockholders, the Company and the other parties thereto hereby agree to terminate the Stockholders Agreement, including any and all annexes or exhibits thereto, as of the Effective Time. The provisions of the Stockholders Agreement shall not survive its termination, and shall have no further force from and after the Effective Date, nor shall any party to the Stockholders Agreement have any surviving obligations, rights or duties thereunder.

  • Termination of Shareholders Agreement Each of the Parties agrees that upon the Closing, the Shareholders’ Agreement shall be, without any further action required by any Party, terminated immediately, in its entirety and shall be of no further force or effect, including without limitation, each of the provisions of Section 8.3 thereof.

  • 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.

  • Persons Having Rights Under the Agreement Nothing in this Agreement shall give to any person other than the Company, the Warrant Agent and the holders of the Warrant Certificates any right, remedy or claim under or by reason of this Agreement.

  • Termination of Consulting Agreement As of the Effective Date, the Consulting Agreement is hereby terminated and is of no further force or effect.

  • Securityholders Agreement The term "Securityholders Agreement" shall mean the Securityholders Agreement dated as of the Closing Date, among Investors, Vestar, the Management Investors, and the other securityholders a party thereto, as it may be amended or supplemented thereafter from time to time.

  • Effect of Termination of Service on Restricted Stock Award 10.1 This Restricted Stock Award will vest as follows:

  • Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales Upon the occurrence of a Change of Control, each holder shall have the right, subject to certain conditions specified in the Indenture, to cause the Issuer to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture. In accordance with Section 4.06 of the Indenture, the Issuer will be required to offer to purchase Notes upon the occurrence of certain events.

  • Preservation of Purchase Rights Upon Merger, Consolidation, etc In case of any consolidation of the Company with or merger of the Company into another corporation or in case of any sale, transfer or lease to another corporation of all or substantially all of the property of the Company, the Company or such successor or purchasing corporation, as the case may be, shall execute with the Warrantholders an agreement that the Warrantholders shall have the right thereafter upon payment of the Exercise Price in effect immediately prior to such action to purchase upon exercise of this Warrant the kind and amount of shares and other securities and property which such holder would have owned or have been entitled to receive after the happening of such consolidation, merger, sale, transfer or lease had this Warrant been exercised immediately prior to such action; PROVIDED, HOWEVER, that no adjustment in respect of cash dividends, interest or other income on or from such shares or other securities and property shall be made during the term of this Warrant or upon the exercise of this Warrant. Such agreement shall provide for adjustments, which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 5. The provisions of this Section 5 shall apply similarly to successive consolidations, mergers, sales, transfers or leases.

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