Exchange and Voting Agreement definition

Exchange and Voting Agreement means the agreement in substantially the form set out in Schedule "B" hereto to be entered into by the Parent, Purchaser and the Trustee.
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Exchange and Voting Agreement means the agreement between Parent, the Holders of Exchangeable Shares and the Trustee in connection with the Amalgamation.
Sample 1
Exchange and Voting Agreement means the agreement dated October 10, 2000 between Parent, the Corporation, the Holders of Exchangeable Shares and the Trustee;
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Examples of Exchange and Voting Agreement in a sentence

  • Notwithstanding any term of the Purchaser's bylaws, memorandum and articles to the contrary, the terms and provisions of this Agreement and the Exchange and Voting Agreement shall prevail such that the directors of the Purchaser will only authorize the exchange of the Exchangeable Non-Voting Shares for shares in the Parent Common Shares in accordance with the terms of the Exchange and Voting Agreement.

  • At Closing the Purchaser will deliver to the Shareholders certificates representing the Exchangeable Non-Voting Shares, all such Exchangeable Non-Voting Shares to be issued as fully paid and non-assessable, and registered in the names of the Shareholders and in the denominations set forth in Schedule "A" to the Exchange and Voting Agreement.

  • The Company agrees to waive the application of the standstill provisions of the Confidentiality Agreement to the transactions contemplated by the Exchange and Voting Agreement.

  • Upon the surrender of each Continuing Shareholder Exchange Share on the Exchange Date in accordance with the Exchange and Voting Agreement, the Company shall promptly on such date issue one share of Class A Preferred Stock, without additional consideration therefor to the holder thereof, and such shares of Class A Preferred Stock shall be validly issued, fully paid and nonassessable.

  • Upon the surrender of each Company Shareholder Exchange Share on the Exchange Date in accordance with the Exchange and Voting Agreement, the Company shall promptly on such date issue one share of Class B Preferred Stock to the holder thereof, and such shares of Class B Preferred Stock shall be validly issued, fully paid and nonassessable.

  • To ensure that the Purchaser and the Parent has sufficient common shares available to issue in exchange for Exchangeable Non-Voting Shares, and as security for its covenant to do so, the Parent agrees to issue the Parent Common Shares to the Trustee, at or shortly following Closing, at the purchase price of $0.0001 per share; such Parent Common Shares to be held in accordance with the Exchange and Voting Agreement.

  • To ensure that the Parent has sufficient common shares available to issue in exchange for Exchangeable Non-Voting Shares, and as security for its covenant to do so, the Parent agrees to issue the Parent Common Shares to the Trustee, at or shortly following Closing, at the purchase price of $0.0001 per share; such Parent Common Shares to be held in accordance with the Exchange and Voting Agreement.

  • In further support of its obligations hereunder and under the Share Provisions, the Parent shall deposit with the Trustee under the Exchange and Voting Agreement a number of Parent Common Shares equal to the number of shares into which the Exchangeable Non-Voting Shares held by persons other than the Parent and its Affiliates are exchangeable, redeemable or otherwise may be acquired by either the Corporation or the Parent pursuant to the Purchase Agreement or Share Provisions.

  • Such Parent Common Shares shall be applied by the Trustee as set forth in Articles 4 and 5 of the Exchange and Voting Agreement in the event that the Corporation and the Parent default on their obligations specified therein.

  • The undersigned acknowledges that if, as a result of solvency provisions of applicable law, the Company is unable to redeem all Retracted Shares, the undersigned will be deemed to have exercised the Insolvency Exchange Right (as defined in the Exchange and Voting Agreement) so as to require the Company to purchase the unredeemed Retracted Shares.


More Definitions of Exchange and Voting Agreement

Exchange and Voting Agreement means the Agreement reproduced in Exhibit 1.5, with such changes therein as the parties thereto mutually agree under the procedures set forth in that Agreement.
Sample 1

Related to Exchange and Voting Agreement

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

  • Voting Agreements has the meaning set forth in the Recitals.

  • 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.

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

  • 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.

  • Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;

  • 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.

  • Exchange and Registration Rights Agreement means the Exchange and Registration Rights Agreement, dated as of December 17, 1997, among Oglethorpe, the Funding Corporation and the Purchasers, as the same may be amended, modified or supplemented from time to time in accordance with the provisions thereof.

  • Company Rights Agreement shall have the meaning set forth in Section 4.3.

  • 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.

  • Existing Registration Rights Agreement shall have the meaning given in the Recitals hereto.

  • Rights Agreement means the Rights Agreement dated as of December 16, 1987 between ML & Co. and Manufacturers Hanover Trust Company, Rights Agent, as amended from time to time.

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

  • 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.

  • IDR Transfer Agreement means an agreement to transfer, subject to the terms of Tariff, Part VI, section 237, Incremental Deliverability Rights to a party for the purpose of eliminating or reducing the need for Local or Network Upgrades that would otherwise have been the responsibility of the party receiving such rights. “Immediate-need Reliability Project” shall have the same meaning provided in the Operating Agreement.

  • Conversion Agreement shall have the meaning set forth in the Recitals.

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

  • Lockup Agreement means a Lockup Agreement in the form of Exhibit C hereto.

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

  • Registration Rights Agreement means the Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B attached hereto.

  • Common Stock Agreement means an agreement executed by a Common Stockholder and the Company as contemplated by Section 5, below, which imposes on the shares of Common Stock held by the Common Stockholder such restrictions as the Board or Committee deem appropriate.

  • Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.

  • 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.

  • Registration Rights Agreements means that certain Registration Rights Agreement dated as of the Closing Date by and between the Parent and Laurus and each other registration rights agreement by and between the Parent and Laurus, as each of the same may be amended, modified and supplemented from time to time.