Joinder and Waiver Agreement definition

Joinder and Waiver Agreement means that Joinder and Waiver to Registration Rights Agreement Relating to Hemisphere Media Group, Inc. Common Stock and Warrants by and among the Company, Hicks, Muse, Xxxx & Xxxxx Equity Fund III, L.P., HM3 Coinvestors, L.P., Intermedia Partners VII, L.P. and InterMedia Cine Latino, LLC, dated April 2, 2015.
Sample 1Sample 2
Joinder and Waiver Agreement shall have the meaning set forth in Recital B.
Sample 1
Joinder and Waiver Agreement shall have the meaning ascribed thereto in the Recitals hereof.
Sample 1

Examples of Joinder and Waiver Agreement in a sentence

  • This Agreement, together with the Registration Rights Agreement and the Joinder and Waiver Agreement, supersedes all prior agreements and understandings (whether written or oral) between the Company, the Selling Stockholders and the Underwriters, or any of them, with respect to the subject matter hereof.

  • The Buyer shall have received from the Company an executed Joinder and Waiver Agreement signed by Company Stockholders that represent holders of at least ninety-five percent (95%) of the outstanding Company Capital Stock.

  • The Company shall use its commercially reasonable efforts (including through the exercise of all available drag along, “bring along” and similar rights) to seek the execution of the Joinder and Waiver Agreement on or prior to the Closing Date by all the Company Stockholders that have not executed the Stockholder Consent.

  • The Company shall use its commercially reasonable efforts to cause the Joinder and Waiver Agreement to be executed prior to the Closing Date by all the Company Stockholders that have not executed the Stockholder Consent.

  • Seller shall use its commercially reasonable efforts to cause the Joinder and Waiver Agreement to be executed on or prior to the Closing Date by all the Seller Securityholders that have not executed the Stockholder Consent.

  • In the event a Company Stockholder does not execute the Written Consent of Stockholders, the Company shall still use good faith efforts to obtain a Joinder and Waiver Agreement from such Company Stockholder.

  • Parent shall have received an executed Joinder and Waiver Agreement signed by Company Stockholders that represent holders of at least ninety percent (90%) of the outstanding Company Capital Stock.

  • Parent shall have received the executed Joinder and Waiver Agreement, signed by the Company Stockholders that have not executed the Written Stockholder Consent and that, together with the Company Stockholders that have executed the Stockholder Consent, hold at least ninety-five percent (95%) of the outstanding shares of Company Capital Stock, taken together.

  • The Company shall use good faith efforts to obtain a Joinder and Waiver Agreement from one hundred percent (100%) of the Company Stockholders.

  • Each Equityholder receiving Merger Consideration pursuant to Article II and Section 3.1 hereof shall have executed and delivered to the Buyer a Release, Joinder and Waiver Agreement in the form attached hereto as Exhibit H (a “Joinder Agreement”).


More Definitions of Joinder and Waiver Agreement

Joinder and Waiver Agreement means the joinder and waiver agreement, in substantially the form attached hereto as Exhibit E.
Sample 1
Joinder and Waiver Agreement shall have the meaning set forth in the recitals.
Sample 1

Related to Joinder and Waiver Agreement

  • Joinder Agreement means a joinder agreement substantially in the form of Exhibit F.

  • Reaffirmation Agreement means the Reaffirmation Agreement dated as of the Closing Date by the Borrower and the Guarantors to the Administrative Agent for the benefit of the Secured Parties.

  • Joinder Agreements means for each Subsidiary, a completed and executed Joinder Agreement in substantially the form attached hereto as Exhibit G.

  • Lender Joinder Agreement means a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent delivered in connection with Section 5.13.

  • Waiver Agreement means an agreement between

  • Guaranty Joinder Agreement means each Guaranty Joinder Agreement, substantially in the form thereof attached to the Guaranty, executed and delivered by a Guarantor or any other Person to the Administrative Agent pursuant to Section 6.12 or otherwise.

  • Amendment Agreement shall have the meaning assigned to such term in the recitals hereto.

  • Security Joinder Agreement means each Security Joinder Agreement, substantially in the form thereof attached to the Security Agreement, executed and delivered by a Guarantor or any other Person to the Administrative Agent pursuant to Section 6.12 or otherwise.

  • Guarantor Joinder Agreement means a guarantor joinder agreement substantially in the form of Exhibit 7.14 delivered by a Domestic Subsidiary of the Borrower pursuant to Section 7.14.

  • Assignment/Amendment We reserve the right to change this Service Agreement (including the price or to charge an additional fee) and to delegate any of Our obligations at Our sole discretion provided We give You thirty (30) days’ prior written notice of the changes. The changes will become effective thirty (30) days after We send You the notice. If You do not like the changes, You may cancel this Service Agreement. You may not change this Service Agreement or delegate any of Your obligations. Should certain terms or conditions in this Service Agreement be held to be invalid or unenforceable, the remainder of the terms and conditions in this Service Agreement shall remain valid. Transfer: This Service Agreement is not transferable by You. Responsibility for benefits owed to You: This is not an insurance policy; it is a Service Agreement. HomeServe will serve as Your point-of-contact for all questions or concerns. Our obligations under this Service Agreement are insured under a service contract reimbursement insurance policy. If We fail to pay or to deliver service on a claim within sixty (60) days after proof of loss has been filed, or in the event You cancel this Service Agreement and We fail to issue any applicable refund within sixty (60) days after cancellation, You are entitled to make a claim against the insurer, Virginia Surety Company, Inc., 000 Xxxx Xxxxxxx Xxxx., 11th Floor, Chicago, IL 60604, 0-000-000-0000. Our Liability: To the extent permitted by applicable law, (1) You agree that We and HomeServe, and both of our parents, successors, affiliates, approved technicians and our and their officers, directors, employees, affiliates, agents and contractors shall not be liable to You or anyone else for: (a) any actual losses or direct damages that exceed the lowest applicable per covered repair benefit limit set out above; or (b) any amount of any form of indirect, special, punitive, incidental or consequential losses or damages, including those caused by any fault, failure, delay or defect in providing services under this Service Agreement, and (2) these limitations and waivers shall apply to all claims and all liabilities and shall survive the cancellation or expiration of this Service Agreement. You may have other rights that vary from state to state. Arbitration: YOU, NAW AND HOMESERVE ALL AGREE TO RESOLVE DISPUTES ONLY BY FINAL AND BINDING ARBITRATION OR IN SMALL CLAIMS COURT as follows:

  • Borrower Joinder Agreement means a joinder agreement substantially in the form of Exhibit H.

  • Fifth Amendment means that certain Fifth Amendment to Credit Agreement, dated as of December 14, 2017, among Holdings, the Borrower, the Administrative Agent and the Lenders, Letter of Credit Issuers and other Credit Parties party thereto.

  • Subsidiary Joinder Agreement means a joinder to this Agreement, substantially in the form of Exhibit C.

  • Supplemental Agreement means an agreement supplemental to this Agreement, substantially in the form set out in Schedule 1 to this Agreement to be entered into by the Secretary of State and the Company pursuant to which the Company agrees to establish and maintain, and to carry on or provide for the carrying on, and the Secretary of State agrees to fund, an Academy in accordance with the terms and conditions of that Supplemental Agreement and this Agreement;

  • First Amendment means the First Amendment to Amended and Restated Credit Agreement, dated the First Amendment Effective Date, by and among the Loan Parties party thereto, the Required Lenders, the Revolving Credit Lenders and the Administrative Agent.

  • Restatement Agreement means the Restatement Agreement to the Existing Credit Agreement, dated as of July 17, 2015, by and among the Borrower, the other Loan Parties, the Administrative Agent, the Lenders party thereto and the other parties thereto.

  • Accession Agreement means an Accession Agreement substantially in the form of Annex I to the Guaranty.

  • Consent and Agreement means the Manufacturer Consent and Agreement [____], dated as of even date with the Participation Agreement, of Airframe Manufacturer.

  • Second Amendment means that certain Second Amendment to Amended and Restated Credit Agreement dated as of the Second Amendment Effective Date, among the Borrower, the Guarantors party thereto, the Administrative Agent and the Lenders party thereto.

  • Sixth Amendment means the Sixth Amendment to Credit Agreement dated as of March 7, 2011 among the Borrower, the Lenders party thereto and the Administrative Agent.

  • Lender Assignment Agreement means an assignment agreement substantially in the form of Exhibit D hereto.

  • Fourth Amendment means that certain Fourth Amendment to Credit Agreement, dated as of August 17, 2017, among Holdings, the Borrower, the Administrative Agent and the Lenders and other Credit Parties party thereto.

  • Co-Lender Agreement With respect to any Loan Combination, the co-lender agreement, intercreditor agreement, agreement among noteholders or similar agreement, dated as of the date set forth in the Loan Combination Table under the column heading “Date of Co-Lender Agreement” and governing the relative rights of the holders of the related Mortgage Loan and Companion Loan(s), as the same may be amended, restated or otherwise modified from time to time in accordance with the terms thereof. A Co-Lender Agreement exists with respect to each Loan Combination as of the Closing Date.

  • Joinder means a joinder to this Agreement, in form and substance substantially similar to Exhibit A to this Agreement.

  • Amendment and Restatement Agreement means the Amendment and Restatement Agreement, dated as of January 29, 2016, among the Borrowers, the Lenders party thereto and the Administrative Agent.

  • Seventh Amendment means that certain Seventh Amendment to Revolving Credit and Security Agreement, dated as of the Seventh Amendment Date, by and among Borrowers, Lenders and Agent.