A&R Shareholders Agreement definition

A&R Shareholders Agreement means the amendment and restatement of the Existing Shareholders Agreement, to be dated as of the Closing Date, in the form attached as Exhibit A hereto.
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A&R Shareholders Agreement has the meaning set forth in the recitals to this Agreement.
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A&R Shareholders Agreement means the amended and restated shareholders agreement of the Company in the form and substance agreed between the Company and the Purchaser, including the terms attached hereto as Exhibit 2.
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Examples of A&R Shareholders Agreement in a sentence

  • The A&R Shareholders Agreement will provide that, at all times following Closing, for a period of at least five (5) years, Mr. Zhiwen shall serve as a director on the Board and a shareholder of the Company, with control over management of the operations and affairs of the Company, unless otherwise consented to in writing by the Purchaser for as long as the Purchaser holds any shares of the Company.

  • The A&R Shareholders Agreement will provide that the directors nominated by the Purchaser or Mr. Zhiwen may only be removed at the request of the Purchaser or Mr. Zhiwen, as the case may be, and that the shareholders of the Company party thereto shall take all necessary actions to facilitate such removal at the request of the Purchaser or Mr. Zhiwen, as the case may be.

  • Seller acknowledges that the Buyer Stock Consideration is not registered under the Securities Act or any state or foreign securities laws, and that the Buyer Stock Consideration may not be transferred or sold except pursuant to the registration provisions of the Securities Act (including by exercise of Seller’s rights under the A&R Shareholders Agreement) or pursuant to an applicable exemption therefrom and subject to state and foreign securities laws and regulations, as applicable.

  • After giving effect to the transfer of the Designated USPF Shares to Buyer pursuant to this Agreement, Buyer will own and hold good and valid title to the Designated USPF Shares, free and clear of all Encumbrances (other than those arising through Buyer or under the A&R Shareholders Agreement or pursuant to applicable Legal Requirements relating to federal or state securities laws).

  • Reference is made to the Announcement in relation to entering into the Amendment No. 1 to the A&R Shareholders Agreement regarding Gland Pharma Limited.

  • The AR Shareholders Agreement and the Product Licensing Agreement are terminated as at the date of this Agreement.

  • Except as set forth in the A&R Shareholders Agreement, neither Seller is a party to any voting trusts, proxies or other agreements or understandings relating to the voting, dividend rights or disposition of any Designated USPF Shares, and there is no such voting trust, proxy or other similar agreement with respect to any shares of USPF Common Stock.

  • WaferGen US, WaferGen Malaysia, MTDC and Prima Mahawangsa Sdn Bhd (“PMSB”) entered into an Amended and Restated Shareholders’ Agreement (“AR Shareholders Agreement”) dated 20 December 2010 where the parties agreed to regulate their relationship as shareholders of WaferGen Malaysia in accordance with the terms and conditions of the AR Shareholders Agreement.

  • On 15 September 2017, Fosun Industrial, the Continuing Shareholders and Gland Pharma entered into the A&R Shareholders Agreement, pursuant to which, among other things, the Continuing Shareholders were granted the Original Put Option to require, within 1 year from the expiration of the period of 1 year after the completion of the acquisition of controlling interest in Gland Pharma, Fosun Industrial to acquire the remaining shares in Gland Pharma held by the Continuing Shareholders.

  • SHAREHOLDER REPRESENTATIVE: CVC DELTA TOPCO NOMINEE LIMITED, on behalf of the Shareholders pursuant to Section 7.16 of the Prior Agreement as in effect immediately prior to the effectiveness of this Agreement By: /s/ Carl John Hansen Name: Carl John Hansen Title: Director [Signature Page — A&R Shareholders Agreement] IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed, as of the date first written above, by their respective officers thereunto duly authorized.


More Definitions of A&R Shareholders Agreement

A&R Shareholders Agreement means that certain Amended and Restated Shareholders’ Agreement, dated as of the Offering Closing Date, by and among the Company, the Offeror, the Sponsors, Agraffe Investments I, LP, Agraffe Investments II, LP, Agraffe Investments III, LP, Agraffe Investments VIII, LP, Agraffe Investments XI, LP, Agraffe Investments XII, LP, Agraffe Investments XV, LP and Agraffe Investments XVI, LP in the form attached as Exhibit B to the Tender Agreement.
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A&R Shareholders Agreement means the deed (in the Agreed Form) that, with effect on and from the Further Closing Date, amends and restates the Shareholders’ Agreement;
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A&R Shareholders Agreement means that certain Amended and Restated Shareholders Agreement, dated as of January 3, 2018, among Sellers, USPF and Buyer.
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A&R Shareholders Agreement means the Amended and Restated Shareholders Agreement, to be entered into and dated as of the Closing Date, among Seller, USPF, The Vxxxxxx Family Gift Trust and Buyer substantially in the form attached hereto as Exhibit A.
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Related to A&R Shareholders Agreement

  • Shareholders Agreement has the meaning set forth in the recitals.

  • Stockholders Agreement means the Stockholders Agreement, dated as of the date hereof, by and among the Company and the other parties thereto.

  • Shareholders' Agreements shall have the meaning provided in Section 5.05.

  • Management Stockholder’s Agreement means that certain Management Stockholder’s Agreement between the Optionee and the Company.

  • Securityholders Agreement means that certain Securityholders ------------------------- Agreement, dated as of July 22, 1998 and as amended from time to time, among Holdings and the signatories parties thereto.

  • Members Agreement means the members’ agreement among the Exchange and each Person who, from time to time, is accepted as and becomes a member of the Exchange under the Exchange requirements.

  • Seller's Agreement An agreement for the origination and sale of Mortgage Loans generally in the form of the Seller Contract referred to or contained in the Program Guide, or in such other form as has been approved by the Master Servicer and the Company, each containing representations and warranties in respect of one or more Mortgage Loans consistent in all material respects with those set forth in the Program Guide.

  • Investors Agreement has the meaning set forth in Section 6.01(e).

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.

  • Tax Matters Agreement means the Tax Matters Agreement to be entered into by and between Parent and SpinCo or any members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

  • Restricted Share Agreement means the agreement between the Company and the recipient of a Restricted Share which contains the terms, conditions and restrictions pertaining to such Restricted Shares.

  • LLC Agreement has the meaning set forth in the recitals.

  • Restricted Stock Agreement means the agreement between the Company and the recipient of a Restricted Share that contains the terms, conditions and restrictions pertaining to such Restricted Share.

  • Membership Agreement means these terms and conditions (as amended from time to time in accordance with clause 2.2 and any relevant laws or regulations) taken together with your Membership Form.

  • Put Option Agreement has the meaning provided for in the Recitals.

  • Restricted Stock Purchase Agreement means a written agreement between the Company and the Optionee evidencing the terms and restrictions applying to stock purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the Notice of Grant.

  • Founder Shares Purchase Agreement shall have the meaning given in the Recitals hereto.

  • Joint Powers Agreement means that certain Joint Powers Agreement dated December 1, 2016, as amended from time to time, under which Buyer is organized as a Joint Powers Authority in accordance with the Joint Powers Act.

  • Investor Rights Agreement means the Investor Rights Agreement, dated as of the date of this Agreement, between the Company and each of the Purchasers, in the form of Exhibit A hereto.

  • Company LLC Agreement means the Limited Liability Company Agreement of the Company, dated as of October 23, 2006, as amended or restated from time to time.

  • Sub-grant Agreement means an agreement entered into, or proposed to be entered into, between the Bank and a Sub-grant Recipient;

  • Initial LLC Agreement has the meaning set forth in the recitals to this Agreement.

  • Share Transfer Agreement means the share transfer agreement, in the agreed form, between the partners in the Company;