ESOP Stock Purchase Agreement definition

ESOP Stock Purchase Agreement means the Stock Purchase Agreement dated as of August 16, 1988, between NWS and the Trustee on behalf of the ESOP providing for the purchase by the Trustee on behalf of the ESOP of the ESOP Shares for an aggregate purchase price of $25,000,000.
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ESOP Stock Purchase Agreement shall any stock agreement relating to the ESOP Shares.
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ESOP Stock Purchase Agreement means the ESOP Stock Purchase Agreement effective as of December 31, 1991, between the ESOP and the Xxxx X. Xxx Trust, R. Xxxxxxx Xxx Trust, and their respective trustees and beneficiaries, as the same may be amended from time to time, and the stock purchase made thereunder.
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Examples of ESOP Stock Purchase Agreement in a sentence

  • No action, suit or proceeding before any court or governmental or regulatory authority shall be pending against the Company, the Selling Shareholder or any of their respective directors or officers seeking to restrain, prevent, limit or change the Company Purchase, the ESOP Purchase or the related transactions contemplated hereby or by the ESOP Stock Purchase Agreement or questioning the legality or validity of any such transactions or seeking damages in connection with any such transactions.

  • The Selling Shareholder is not a party to or bound by any buy-sell or other agreement, understanding or commitment with respect to any of the Shares, other than this Agreement and the ESOP Stock Purchase Agreement.

  • No approval of this Agreement or the ESOP Stock Purchase Agreement or the Company Purchase, the ESOP Purchase or any of the transactions contemplated hereby or thereby is required to be obtained from the stockholders of the Company.

  • If this assumption is unwarranted, Bowers and Kubota are ordered to explain why in a filing no later than March 31, 2021.The Company’s indemnification obligation under the ESOP Stock Purchase Agreement expired two years from the closing of the sale, unless the “savings clause” (under which theobligations survive even after two years) is in effect.

  • However, the court dismisses the portion of Count IX challenging the validity of the indemnification language in the ESOP Stock Purchase Agreement, as there is no actual case or controversy with respect to that language.

  • No approval not already obtained of this Agreement or the ESOP Stock Purchase Agreement or the Company Purchase, the ESOP Purchase or any of the transactions contemplated hereby or thereby is required to be obtained from the stockholders or any parent or affiliate of the Selling Shareholder.

  • This court assumes that, when Bowers and Kubota say that they have not sought indemnification under the ESOP Stock Purchase Agreement, that representation means that their trusts have also not sought such indemnification.

  • The Board of Directors or other appropriate committee of the Selling Shareholder shall have authorized and approved this Agreement, the ESOP Stock Purchase Agreement, the Company Purchase and the ESOP Purchase, and the Selling Shareholder shall have taken all other corporate action necessary for the Selling Shareholder to consummate the Company Purchase and the ESOP Purchase.

  • The Company's Board of Directors shall have authorized and approved this Agreement, the ESOP Stock Purchase Agreement, the Company Purchase and the ESOP Purchase, and the Company shall have taken all other corporate action necessary for the Company to consummate the Company Purchase and the ESOP Purchase.

  • Because there is no evidence in the record demonstrating that the indemnification provision in the ESOP Stock Purchase Agreement is or could be in issue, this court dismisses Count IX to the extent it seeks a determination that the indemnification language in the ESOP Stock Purchase Agreement is void.

Related to ESOP Stock Purchase Agreement

  • Common Stock Purchase Agreement means an agreement among the Investor and/or PJC, Emergent and any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer and elects to participate, substantially in the form attached hereto as Exhibit A, pursuant to which Emergent will issue and sell (a) to the Investor and/or PJC, in the aggregate, 75,000,000 Shares at a price of $0.20 per share, and (b) to any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer that so requests, for every $1,000.00 of principal amount of Convertible Notes that it tenders into the Convertible Note Exchange Offer, 500 Shares at a price of $0.20 per share; provided, that the aggregate maximum number of Shares to be so issued and sold to the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer pursuant to the Common Stock Purchase Agreement shall not exceed 40,000,000.

  • 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.

  • Stock Purchase Agreement means the agreement between the Company and a Purchaser who acquires Shares under the Plan that contains the terms, conditions and restrictions pertaining to the acquisition of such Shares.

  • Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.

  • Stock Purchase Agreements the meaning set forth in the recitals to this Agreement.

  • Unit Purchase Agreement means the Common Unit and Class B Unit Purchase Agreement, dated as of December 1, 2006, among the Partnership and the purchasers named therein.

  • Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.

  • Share Purchase Agreement has the meaning set forth in the Recitals.

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

  • Stock Purchase has the meaning set forth in the Recitals.

  • Series B Purchase Agreement has the meaning set forth in the Recitals.

  • hire-purchase agreement means an agreement, other than a conditional sale agreement, under which—

  • Series A Purchase Agreement means the Series A Preferred Unit Purchase Agreement, dated as of June 20, 2017, by and among the Partnership and the Series A Purchasers thereunder, as may be amended from time to time.

  • 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.

  • Securities Purchase Agreement means that certain securities purchase agreement, dated as of the Subscription Date, by and among the Company and the initial holders of the Notes pursuant to which the Company issued the Notes, as may be amended from time to time.

  • Put Option Agreement has the meaning set forth in the recitals.

  • Asset Purchase Agreement has the meaning set forth in the Recitals.

  • Share Exchange Agreement has the meaning specified in the Recitals.

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

  • Stock Purchase Plan means the employee stock purchase plan to be established by Water Pik pursuant to Section 2.2.

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.

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

  • Stock Purchase Rights means any warrants, options or other rights to subscribe for, purchase or otherwise acquire any shares of Common Stock or any Convertible Securities.

  • Note Purchase Agreement means the Note Purchase Agreement, dated as of the Issuance Date, among the Company, the Subordination Agent, the Escrow Agent, the Paying Agent, and the Pass Through Trustee under each Pass Through Trust Agreement providing for, among other things, the issuance and sale of certain equipment notes, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

  • Receivables Purchase Agreement means the receivables purchase agreement, dated as of the Closing Date, between AHFC and the Seller, as amended or supplemented from time to time.