Company Shareholder Agreement definition

Company Shareholder Agreement means the Shareholders’ Agreement, dated as of July 20, 2016, by and among the Company and the shareholders of the Company party thereto.

Company Shareholder Agreement means the agreement, dated as of the date hereof, among the Major Company Shareholders, Parent and Merger Sub, pursuant to which each Major Company Shareholder has granted Parent a proxy with respect to the voting of all of the Shares held by the Major Company Shareholders upon the terms and subject to the conditions set forth therein.

Company Shareholder Agreement means the Amended and Restated Shareholders’ Agreement of the Company, dated as of October 1, 2020.

Examples of Company Shareholder Agreement in a sentence

• The Shareholder hereby agrees that the execution of this Agreement shall constitute such Shareholder’s irrevocable waiver of the Company’s obligations set forth under the Company Shareholder Agreement in connection with the Arrangement and Merger and consents to all actions taken by the Company pursuant to the Arrangement and Merger and the transactions contemplated thereby.

• Except as set out in the Company Shareholder Agreement and the Governing Documents of the Company, there are no voting trusts, proxies or other Contracts with respect to the voting or transfer of the Company’s Equity Securities.

• The Equity Securities of the Company (1) were not issued in violation of the Governing Documents of the Company, the Company Shareholder Agreement or any other Contract to which the Company is party or bound, (2) were not issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person and (3) have been offered, sold and issued in compliance with applicable Law, including Securities Laws.

• Promptly following the execution of this Agreement, Company shall use commercially reasonable efforts to enter into an agreement, in form and substance reasonably satisfactory to Parent, with holders of Company options who are not parties to a Company Shareholder Agreement or Nonsolicitation Agreement, such that such Persons agree to accept such cash payment in return for all of their rights in and to such Company options.

• Other than the Company Shareholder Agreement, neither the Company nor its Subsidiary, or, to the knowledge of the Company, any of the Company’s Affiliates, directors or officers, is a party to or is bound by any agreements with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any shares of capital stock or other equity interests of the Company.

• Shareholder confirms that the Company Shareholder Agreement shall terminate prior to or at Closing, and shall have no further effect as of Closing.

• The Company and each of the Shareholders hereby acknowledge and agree that the Company Shareholder Agreement shall, contingent upon the approval of the requisite parties and the occurrence of the Closing, terminate and be of no force and effect effective immediately prior to the Effective Time, and each of the Shareholders hereby agrees to the waiver of any rights thereunder in connection with the transactions contemplated by the Merger Agreement.

• The Governing Documents of the Company and the Company Shareholder Agreement are in full force and effect, and the Company is not in material breach or material violation of any provision set forth in its Governing Documents or the Company Shareholder Agreement.

• Except as permitted by this Agreement, the Covered Shares are now, and at all times during the term hereof will be, held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of any Liens, subject to applicable securities Laws and the terms of this Agreement and the Company Shareholder Agreement.

• Shareholder hereby agrees to approve the adoption of any amendment to the Company Shareholder Agreement as may be necessary to effect the Transactions.

More Definitions of Company Shareholder Agreement

Company Shareholder Agreement means the Shareholder Deed, dated as of December 18, 2018, between the Original Company and certain Original Company Shareholders, or such shareholder agreement as may apply in relation to the New Company after the Demerger Completion.

Company Shareholder Agreement means the IDM Shareholders Agreement, dated as of December 20, 1996, by and among shareholders of the Company, as modified by the August 31, 1998 First Supplemental Shareholders Agreement, the October 29, 1998 Second Supplemental Shareholders Agreement, the January 7, 2000 Third and Fourth Supplemental Agreements, the October 6, 2000 Fifth Supplemental Agreement, the November 22, 2000 Sixth Supplemental Agreement, the January 10, 2003 Seventh Supplemental Agreement and the April 7, 2003 Eighth Supplemental Agreement.

Company Shareholder Agreement means the agreement to be executed and delivered by TSI and the holders of shares of Company Stock, substantially and materially in the form attached hereto as Exhibit J (the "Company Shareholder Agreement").

Company Shareholder Agreement means the Shareholders Agreement, dated as of May 31, 2018, by and among the Company, JCSD Trustee Services Limited and X Fund Properties Limited.

Company Shareholder Agreement means the Series C Shareholders’ Agreement dated August 12, 2021, by and between the Series A Investors, the Series B Investors, the Series C Investors, the Company and Prof. Xx. Xxxxxxx Xxxxx.

Company Shareholder Agreement means the Shareholders Agreement, dated as of May 31, 2018, by and among the Company, JCSD Trustee Services Limited and X Fund Properties Limited.