Initial Stockholders Agreement definition
Examples of Initial Stockholders Agreement in a sentence
Prior to the Effective Time, this Agreement shall have no force or effect, and no Investor shall have any rights, obligations or claims against or with respect to the Company or any other Investor pursuant to this Agreement (it being understood and agreed that prior to the Effective Time the Initial Stockholders Agreement shall remain in full force and effect).
The provisions of this Section 4 shall terminate on the earlier of (i) the later of January 31, 2003 or the expiration date of the Stockholders Agreement, dated as of November 13, 1998, between Bay Harbour and Whippoorwill, as the same may be amended, restated, supplemented, modified or extended from time to time (the "Initial Stockholders Agreement"), and (ii) a Change of Control (as such term is defined in the Employment Agreement).
This Agreement constitutes the complete understanding of the parties with respect to its subject matter and supersedes any other agreement or understanding relating thereto, other than the Initial Stockholders Agreement.
At the Effective Time, this Agreement shall amend and restate the Initial Stockholders Agreement in its entirety.
LJM2 represents and warrants that all of the representations and warranties made by the Initial Parties in Section 1.3(a) of the Initial Stockholders Agreement are true and correct as to LJM2 as if LJM2 were an Initial Party even though it is not an Initial Party.
Upon execution and delivery of this Agreement by all of the Parties, this Agreement shall amend and restate in its entirety the Initial Stockholders Agreement and the Initial Stockholders Agreement shall thereafter be of no further force or effect.
In connection with the foregoing, the Company, the Senior Holders and the Initial Management Investors entered into a stockholders agreement dated as of December 15, 1993 (the "Initial Stockholders Agreement").
To the best of the Company's knowledge, there are no agreements between the Company's stockholders with respect to the voting or transfer of the Company's capital stock or with respect to any other aspect of the Company's affairs, except for the Initial Stockholders Agreement, and the stock option agreements set forth on the Capitalization Schedule.
The Investors hereby agree that (i) the Amended and Restated Stockholders Agreement shall be superseded by this Agreement and be of no further force and effect and (ii) the Initial Stockholders Agreement, with the exception of Section 1(c) of that agreement, which shall survive, shall be superseded by this Agreement and be of no further force and effect.
Notwithstanding the foregoing, Section 3.11 of the Initial Stockholders Agreement shall survive the execution of this Agreement for a period of five years after the date hereof.