Original Stockholder Agreement definition

Original Stockholder Agreement has the meaning set forth in the Recitals.
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Original Stockholder Agreement shall have the meaning set forth in the recitals hereto.
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Examples of Original Stockholder Agreement in a sentence

  • This Agreement and the Proxy contain the entire understanding of the parties in respect of the subject matter hereof, and supersede all prior negotiations and understandings between the parties with respect to such subject matter, including, without limitation, any proxies previously delivered by Stockholder to Parent in connection with the Original Stockholder Agreement, which Parent acknowledges and agrees is of no further force or effect.

  • Each party hereby acknowledges and agrees that, immediately following the Conversion, the Original Stockholder Agreement shall be terminated and deemed null and void.

  • Such Holder is the record and beneficial owner of the number and class of shares of Company Common Stock set forth opposite such Holder’s name on Schedule I attached hereto, in each case free and clear of all Liens, other than restrictions under applicable securities laws and restrictions set forth in the Company’s organizational documents or in the Original Stockholder Agreement.

  • Tourists come to the neighborhood of Riverwest for several events that serve as tou- rists attractions.

  • Each party to this Agreement and, to the extent applicable, such party’s spouse acknowledges and agrees that the Original Stockholder Agreement is being amended and restated in the form of the Parent Stockholder Agreement and that each such party and all shares of Parent Class A Common Stock and Parent Class B Common Stock issued in accordance with this Agreement shall be bound by and subject to the Parent Stockholder Agreement.

  • Safra and the Company are entering into an Amendment (the "Stockholder Agreement Amendment") to that certain Stockholders Agreement, dated as of May 10, 1999 (the "Original Stockholder Agreement" and, as amended by the Stockholder Agreement Amendment, the "Stockholder Agreement"), among Parent, the Stockholder, the Stockholder Parent and Xx. Xxxxxx X.

  • Effective upon, and subject to the occurrence of, the Closing, PubCo and the Xxxxxxx Park Sponsor hereby agree that the Original Stockholder Agreement and all of the respective rights and obligations of the parties thereunder are hereby terminated in their entirety and shall be of no further force or effect and each of PubCo and the Xxxxxxx Park Sponsor shall take all Necessary Actions to effect such termination.

  • NBCU and the Paxson Stockholders shall amend and restate the Original Stockholder Agreement by entering into an Amended and Restated Stockholder Agreement (the "Stockholder Agreement") in the form attached hereto as Exhibit P.

  • Effective upon, and subject to the occurrence of, the Closing, PubCo and the Xxxxxxx Sponsor hereby agree that the Original Stockholder Agreement and all of the respective rights and obligations of the parties thereunder are hereby terminated in their entirety and shall be of no further force or effect and each of PubCo and the Xxxxxxx Sponsor shall take all Necessary Actions to effect such termination.

  • Safra and the Company are entering into an Axxxxxxxx (xxx "Stockholder Agreement Amendment") to that certain Stockholders Agreement, dated as of May 10, 1999 (the "Original Stockholder Agreement" and, as amended by the Stockholder Agreement Amendment, the "Stockholder Agreement"), among Parent, the Stockholder, the Stockholder Parent and Mr. Edmond J.

Related to Original Stockholder Agreement

  • 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.

  • 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.

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

  • Initial Stockholders means the Sponsor and any other holder of Founder Shares immediately prior to the Public Offering; (v) “Private Placement Warrants” shall mean the warrants to purchase up to 5,250,000 shares of Common Stock of the Company (or 5,700,000 shares of Common Stock if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $5,250,000 in the aggregate (or $5,700,000 if the over-allotment option is exercised in full), or $1.00 per warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public Stockholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; and (viii) “Transfer” shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

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

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

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Investment Agreement shall have the meaning set forth in the Recitals hereto.

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

  • Investor Agreement means the Investor and Registration Rights Agreement, dated as of August 10, 2021, by and among the Company, the Peridot Class B Holders and the Li-Cycle Holders.

  • Management Stockholders Agreement means that certain Management Stockholder’s Agreement between the Optionee and the Company.

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

  • 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.

  • 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.

  • Stockholders Agreement means the Stockholders Agreement, dated as of the date hereof, by and among the Company and the other parties thereto.

  • Initial Shareholder means any beneficial owner of the Company’s unregistered securities.

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

  • Shareholder Rights Plan means the amended and restated shareholder rights plan agreement dated as of November 10, 2015 between Parent and American Stock Transfer and Trust Company, LLC, as rights agent, as amended and restated as of April 18, 2016, as further amended, restated, succeeded or replaced from time to time, and any similar plan adopted from time to time;

  • Initial Stockholder means any beneficial owner of the Company’s unregistered securities.

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

  • 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.

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

  • Initial LLC Agreement has the meaning set forth in the recitals to this Agreement.

  • Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.