Parent Stockholder Agreement definition

Parent Stockholder Agreement means the Stockholder Agreement to be executed by Parent and the other parties thereto at or prior to Closing.
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Parent Stockholder Agreement has the meaning set forth in the Recitals.
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Parent Stockholder Agreement means the Amended and Restated Stockholders Agreement of Parent.
Sample 1

Examples of Parent Stockholder Agreement in a sentence

  • All of the shares of Parent Common Stock to be issued to Holder under this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable and free and clear of any Liens (other than those arising under the Parent Stockholder Agreement and restrictions imposed by applicable securities laws).

  • At the Closing, Holder shall deliver to Parent (i) stock certificates evidencing the Rollover Equity, endorsed in blank for transfer or affidavits of loss (together with duly executed stock powers) in each case in form and substance reasonably satisfactory to Parent (ii) the Parent Stockholder Agreement duly executed by Holder in accordance with the JBA, and (iii) an Internal Revenue Service Form W-9.

  • At the Closing, Parent shall deliver to Holder (i) stock certificates representing the Exchange Shares and (ii) the Parent Stockholder Agreement duly executed by Parent and the other stockholders of Parent in accordance with the JBA.

  • The VoiceStream Voting Agreement, the Parent Stockholder Agreement dated as of September 17, 1999 by and between Telephone and Data Systems, Inc.

  • The parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement, the Target Stockholder Agreement and the Parent Stockholder Agreement shall be in the form heretofore agreed to by the parties.

  • None of Parent, Sub or Target may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party's failure to use reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, the Target Stockholder Agreement and the Parent Stockholder Agreement, as required by and subject to Section 5.05.

  • This Agreement (including the documents and the instruments referred to herein), together with the Merger Agreement, the Parent Stockholder Agreement (as defined in the Merger Agreement) and the Existing Stockholders Agreement (as defined in the Parent Stockholder Agreement), constitutes the entire agreement among the parties and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

  • Promptly after the date of this Agreement, Parent and Target shall each file with the SEC, in a form agreed to by the parties, a Current Report on Form 8-K relating to the execution of this Agreement and the transactions contemplated hereby, attaching as exhibits thereto a copy of this Agreement, the Parent Stockholder Agreement, the Target Stockholder Agreement and the press release referred to in the previous sentence.

  • The VoiceStream Voting Agreement, the Parent Stockholder Agreement dated as of September 17, 1999 by and between Stockholder and certain stockholders of Aerial Communications Inc.

  • The Board of Directors of Parent has taken all actions necessary so that the restrictions contained in Section 203 of the Delaware Law applicable to a “business combination” (as defined in Section 203) shall not apply to the execution, delivery or performance of this Agreement, the Stockholder Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement or the Parent Stockholder Agreement.


More Definitions of Parent Stockholder Agreement

Parent Stockholder Agreement means the TMG B.V. Securityholders’ Agreement dated as of July 18, 2006.
Sample 1
Parent Stockholder Agreement means the Stockholder Agreement made as of December 4, 2003 between the Parent, the stockholders of the Parent party thereto, the Borrower and the shareholders of the Borrower party thereto, as such agreement is in effect on the date hereof.
Sample 1

Related to Parent 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.

  • Parent Stockholders means the holders of Parent Common Stock.

  • 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.

  • Parent Stock Plan has the meaning set forth in Section 6.2(a).

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

  • Parent Stockholder Approval means the affirmative vote of the holders of a majority of the shares of Parent Stock entitled to vote with respect to the approval of the Parent Stock Issuance.

  • Parent Stock Plans has the meaning set forth in Section 4.5(a).

  • 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.”

  • Parent Stockholders Meeting has the meaning set forth in Section 6.2(b).

  • Stockholder Shares means the shares of common stock of the Company issued to Stockholder in accordance with the terms and conditions of the Reorganization Agreement, including such shares of common stock of the Company transferred from Stockholder to The Cendant Charitable Foundation, and any securities of the Company issued as a dividend on or other distribution with respect to, or in exchange for or replacement of, such common stock.

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

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

  • 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.

  • Common Stockholders means holders of shares of Common Stock.

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • Share Exchange Agreement has the meaning specified 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.

  • Company Shareholders means holders of Company Shares.

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

  • Initial Stockholders means the stockholders of Holdings who became -------------------- stockholders as of the Closing Date (including employees or directors of Holdings or any Subsidiary who were granted options to purchase stock as of the Closing Date) and any transferees of such stockholders described in clause (i) or (ii) in the definition of Approved Sale.

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

  • Company Shareholder means a holder of one or more Company Shares;

  • 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.

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