Common use of Withdrawal from Agreement Clause in Contracts

Withdrawal from Agreement. Any holder of Shares or Other Holder Shares that withdraws Shares from the Stockholders Agreement in accordance with Section 10.3 thereof shall be deemed to have simultaneously withdrawn such Shares from this Agreement. From the date of delivery of such Person’s withdrawal notice pursuant to Section 10.3 of the Stockholders Agreement, the withdrawn shares shall cease to be Shares subject to this Agreement and, if the holder of Shares or Other Holder Shares does not own any Share that will remain subject to this Agreement (each such holder, a “Withdrawing Holder”), such holder shall cease to be a party to this Agreement and shall no longer be subject to the obligations of this Agreement or have rights under this Agreement; provided, however, that any such Withdrawing Holder shall retain the indemnification rights pursuant to Section 3.4 hereof with respect to any matter that (a) may be an indemnified liability thereunder and (b) occurred prior to such withdrawal.

Appears in 2 contracts

Samples: Participation, Registration Rights and Coordination Agreement (Sungard Capital Corp), Participation, Registration Rights and Coordination Agreement (Sungard Capital Corp Ii)

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Withdrawal from Agreement. Any holder of Shares or Other Holder Shares that withdraws Shares from the Stockholders Agreement in accordance with Section 10.3 9.3 thereof shall be deemed to have simultaneously withdrawn such Shares from this Agreement. From the date of delivery effectiveness of such Person’s withdrawal notice pursuant to Section 10.3 the relevant section of the Stockholders Agreement, the withdrawn shares shall cease to be Shares subject to this Agreement and, if the holder of Shares or Other Holder Shares does not own any Share that will remain subject to this Agreement (each such holder, a “Withdrawing Holder”), such holder shall cease to be a party to this Agreement and shall no longer be subject to the obligations of this Agreement or have rights under this Agreement; provided, however, that any such Withdrawing Holder shall retain the indemnification rights pursuant to Section 3.4 2.4 hereof with respect to any matter that (ai) may be an indemnified liability thereunder and (bii) occurred prior to such withdrawal; and provided, further, that the Withdrawing Holders shall nonetheless be obligated under any Principal Lock-Up Agreement then in effect.

Appears in 1 contract

Samples: Registration Rights Agreement (LCE AcquisitionSub, Inc.)

Withdrawal from Agreement. Any holder of Shares or Other Holder Shares that withdraws Shares from the Stockholders Agreement in accordance with Section 10.3 9.3 thereof shall be deemed to have simultaneously withdrawn such Shares from this Agreement. From the date of delivery of such Person’s 's withdrawal notice pursuant to Section 10.3 9.3 of the Stockholders Agreement, the withdrawn shares shall cease to be Shares subject to this Agreement and, if the holder of Shares or Other Holder Shares does not own any Share that will remain subject to this Agreement (each such holder, a "Withdrawing Holder"), such holder shall cease to be a party to this Agreement and shall no longer be subject to the obligations of this Agreement or have rights under this Agreement; provided, however, that any such Withdrawing Holder shall retain the indemnification rights pursuant to Section 3.4 hereof with respect to any matter that (ai) may be an indemnified liability thereunder and (bii) occurred prior to such withdrawal.

Appears in 1 contract

Samples: Participation and Registration Rights Agreement (UGS PLM Solutions Asia/Pacific INC)

Withdrawal from Agreement. Any holder of Shares or Other Holder Shares that withdraws Shares from the Stockholders Agreement in accordance with Section 10.3 9.3 thereof shall be deemed to have simultaneously withdrawn such Shares from this Agreement. From the date of delivery of such Person’s withdrawal notice pursuant to Section 10.3 9.3 of the Stockholders Agreement, the withdrawn shares shall cease to be Shares subject to this Agreement and, if the holder of Shares or Other Holder Shares does not own any Share that will remain subject to this Agreement (each such holder, a “Withdrawing Holder”), such holder shall cease to be a party to this Agreement and shall no longer be subject to the obligations of this Agreement or have rights under this Agreement; provided, however, that any such Withdrawing Holder shall retain the indemnification rights pursuant to Section 3.4 hereof with respect to any matter that (a) may be an indemnified liability thereunder and (b) occurred prior to such withdrawal.

Appears in 1 contract

Samples: Participation, Registration Rights and Coordination Agreement (Sungard Data Systems Inc)

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Withdrawal from Agreement. Any holder of Shares or Other Holder Shares Investor that withdraws Shares from the Stockholders Agreement in accordance with Section 10.3 9.3 thereof shall be deemed to have simultaneously withdrawn such Shares from this Agreement. From the date of delivery of such Person’s Investor's withdrawal notice pursuant to Section 10.3 9.3 of the Stockholders Agreement, the withdrawn shares shall cease to be Shares subject to this Agreement and, if the holder of Shares or Other Holder Investor withdrawing such Shares does not own any Share that will remain subject to this Agreement (each such holder, a "Withdrawing Holder"), such holder Investor shall cease to be a party to this Agreement and shall no longer be subject to the obligations of this Agreement or have rights under this Agreement; provided, however, that any such Withdrawing Holder shall retain the indemnification rights pursuant to Section 3.4 10.10 hereof with respect to any matter that (ai) may be an indemnified liability thereunder Indemnified Liability and (bii) occurred prior to such withdrawal.

Appears in 1 contract

Samples: Investor Agreement (UGS PLM Solutions Asia/Pacific INC)

Withdrawal from Agreement. Any holder of Shares or Other Holder Shares party hereto that withdraws Shares from the Stockholders Agreement in accordance with Section 10.3 8.3 thereof shall be deemed to have simultaneously withdrawn such Shares from this Agreement. From Agreement from the date of delivery of such Person’s withdrawal notice pursuant to Section 10.3 8.3 of the Stockholders Agreement, the withdrawn shares shall cease to be Shares subject to this Agreement and, if the holder of Shares or Other Holder Shares such party does not own any Share that will remain subject to this Agreement (each such holder, a “Withdrawing Holder”), such holder shall cease to be a party to this Agreement and shall no longer be subject to the obligations of this Agreement or have rights under this Agreement; provided, however, that any such Withdrawing Holder shall retain the indemnification rights pursuant to Section 3.4 hereof with respect to any matter that (a) may be an indemnified liability thereunder and (b) occurred prior to such withdrawal. Any amendment to this Section 7.3 adversely effecting the Bank Investors shall require the consent of the Majority in Interest of the holders of Bank Investor Shares.

Appears in 1 contract

Samples: Participation, Registration Rights and Coordination Agreement (Univision Communications Inc)

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