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.
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.
Shareholder hereby agrees to approve the adoption of any amendment to the Company Shareholder Agreement as may be necessary to effect the Transactions.
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.
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.
Xxxxxx Title: President and Chief Executive Officer Schedule A Shareholders Party to Company Shareholder Agreement X.
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 agrees not to issue any Shares pursuant to the Company Options unless and until any Person exercising such Company Options shall have become a party to the Company Shareholder Agreement in accordance with the terms thereof and such Person shall have executed an Adherence Agreement and delivered such duly and validly executed Adherence Agreement to Parent, after which such Person shall be deemed a Seller for purposes of this Agreement and the Escrow Agreement.
Except as set forth in the Company Shareholder Agreement, no remedy made available by any of the provisions of this Agreement is intended to be exclusive of any other remedy, and each and every remedy is cumulative and is in addition to every other remedy given hereunder or now or hereafter existing at law or in equity.
The certificates representing such Common Shares, Class A Shares and Class B Shares (including any Shares issued upon exercise of any Company Options) are now and at all times during the term hereof shall be held by such Seller or by a nominee or custodian for the sole and exclusive benefit of such Seller, free and clear of all Encumbrances whatsoever, except for any Encumbrances created by this Agreement or the Company Shareholder Agreement.