Other Shareholder Agreements definition

Other Shareholder Agreements mean the shareholders agreements (other than this Agreement) entered into at the closing of the Merger with certain former equityholders of Freescale Holdings L.P. in accordance with the Merger Agreement.
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Other Shareholder Agreements means the Existing Shareholders Agreement, the Existing Inter-Se Agreement and any and all other similar agreements among the Shareholders (other than this Agreement and the Implementation Agreement);
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Other Shareholder Agreements means the agreements, documents, certificates and instruments to be executed and delivered by any Shareholder pursuant to the terms of this Agreement.
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Examples of Other Shareholder Agreements in a sentence

  • If an Other Shareholder enters into an Employment Agreement or an Option Agreement or such other agreement with the Company and/or one of the Company’s Subsidiaries whereby such Other Shareholder is granted Equity Securities (the “Other Shareholder Agreements”), then in the event of any inconsistency between the terms hereof and the terms of the Other Shareholder Agreements, the terms of this Agreement shall prevail over the terms of any such Other Shareholder Agreements.

  • Except (1) pursuant to this Agreement, the Other Purchase Agreements (as defined in the preamble of the Priority Shareholder Agreement) and related Warrants and the Other Shareholder Agreements and (2) for the Permitted Stock, (A) the Company is not obligated to issue or sell any Capital Stock, and, except for this Agreement and the Other Shareholder Agreements, and (B) the Company is not a party to, or otherwise bound by, any agreement affecting the voting of any Capital Stock.

  • This Agreement, the Priority Warrant, the Priority Shareholder Agreement, the Other Shareholder Agreements, the Other Purchase Agreements and the documents, agreements, notes and instruments executed in connection therewith constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all previous written, and all previous or contemporaneous oral, negotiations, understandings, arrangements, and agreements.

  • This Agreement, the Restated Second Supplemental Purchase Agreement, the Original Note Agreement, the Other Purchase Agreements, the Other Shareholder Agreements and all documents, agreements, notes and instruments executed in connection therewith constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all previous written, and all previous or contemporaneous oral, negotiations, understandings, arrangements, and agreements.

  • Each Shareholder has full and absolute right, power, authority and legal capacity to execute, deliver and perform this Agreement and all Other Shareholder Agreements to which such Shareholder is a party, and this Agreement constitutes, and such Other Shareholder Agreements will when executed and delivered constitute, the legal, valid and binding obligations of, and be enforceable in accordance with their respective terms against, such Shareholder.

  • This Agreement and the Other Shareholder Agreements have been or will be as of the Closing Date duly executed and delivered by such Shareholder, and constitute or will constitute at Closing the legal, valid and binding obligations of such Shareholder, enforceable against such Shareholder in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies.

  • Disputes may include, without limitation, tort claims, counterclaims, claims brought as class actions, claims arising from documents executed in the future, or claims arising out of or connected with the transactions contemplated by this Agreement and the Other ASI Agreements and Other Shareholder Agreements.

  • The Company's net sales in markets outside the United States represented 37.0 percent compared with 33.4 percent in 1998.

  • Such parties further agree that no dilution or other adjustment in any equity interest they may have arising in connection with the Other Shareholder Agreements, the Restated Articles of Incorporation of the Company or otherwise, shall be made in connection with, or as a result of, the issuance of the Priority Warrant or the transactions contemplated herein or therein, and such adjustment rights are hereby waived.

  • All shares of Capital Stock of the Company subject to the Other Shareholder Agreements will bear a legend to such effect.


More Definitions of Other Shareholder Agreements

Other Shareholder Agreements has the meaning set forth in Section 13(t). A Person is deemed to “Own” or to have acquired “Ownership” of a security if such person (i) is the registered owner of such security or (ii) is the beneficial owner of such security. “Party” and “Parties” have the meanings set forth in the caption hereto. “Permitted Issuer Information” means any “issuer information” (as defined in Rule 433) used with the prior written consent of the Company in any offering of Equity Securities pursuant to Section 11. “Permitted Transfer” means: (a) with respect to the Investor, any Transfer by the Investor to an Affiliate of the Investor (including (i) the partners, members and stockholders of the Investor, and, if such Affiliate is an entity, the partners, members and stockholders of such Affiliate, (ii) any limited partner which has directly or indirectly invested, or otherwise has ownership interests, in Fund VI or one of its Affiliated investment funds, or (iii) prior to the first anniversary of the Effective Date, of up to 40% of the Equity Securities held by the Investor as at the Effective Date in the aggregate to any funds, financial institutions, or individuals acting as a co-investor in the Company with the Investor; and (b) with respect to SCL, any Transfer by SCL to (i) any wholly-owned Subsidiary of SCL or (ii) any Existing SCL Controlling Shareholder;
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Other Shareholder Agreements has the meaning set forth in Section 13(t). A Person is deemed to “Own” or to have acquired “Ownership” of a security if such person (i) is the registered owner of such security or (ii) is the beneficial owner of such security.
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Other Shareholder Agreements means any documents and instruments executed and delivered by any of the Shareholders upon the signing of this Agreement, or at Closing, excluding this Agreement.
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Other Shareholder Agreements means the Employment Agreements, the Escrow Agreement, the Premises Leases and the other documents and instruments to be executed and delivered by any or all of the Shareholders pursuant to this Agreement.
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Related to Other Shareholder Agreements

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

  • Shareholder Agreement 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.

  • 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.

  • Shareholders' Agreements shall have the meaning provided in Section 5.05.

  • Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.

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

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

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

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

  • Investors Agreement has the meaning set forth in Section 6.01(e).

  • Stockholder Shares means all securities of the Company registered in the name of, or Beneficially Owned by the Stockholder Parties, including any and all securities of the Company acquired and held in such capacity subsequent to the date hereof.

  • 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.

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

  • 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.

  • Other Shares means at any time those shares of Common Stock which do not constitute Primary Shares or Registrable Shares.

  • Restricted Share Agreement means the agreement between the Company and the recipient of a Restricted Share which contains the terms, conditions and restrictions pertaining to such Restricted Shares.

  • Other Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their securities in certain registrations hereunder.

  • Initial Shareholders means the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants” shall mean the 6,000,000 warrants (or 6,600,000 warrants if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $6,000,000 (or $6,600,000 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 Shareholders” 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 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).

  • 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.”

  • Existing Stockholders means the stockholders of the Corporation immediately prior to the IPO as listed on Schedule A (including the Existing Stockholders Representative in its capacity as an Existing Stockholder) together with any Permitted Assignees.

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

  • 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.

  • Acquisition Agreements has the meaning specified in the Recitals.

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