Principal Shareholders Agreement definition

Principal Shareholders Agreement means the Amended and Restated Agreement Among Principal Shareholders, dated as of January 31, 2007, by and among the Company, Targanta Québec, Targanta Ontario and certain of their stockholders, as amended from time to time.
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Principal Shareholders Agreement means that certain FiveCom, Inc. Principal Shareholders Agreement, dated as of May 28, 1998, by and among Old NEON, Northeast Utilities and Central Maine Power Company.
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Principal Shareholders Agreement means that certain agreement by and between the Principal Shareholders and the Parties dated September 30, 2008.
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Examples of Principal Shareholders Agreement in a sentence

  • This Agreement, together with Annex A hereto, the Company Disclosure Schedule, the Principal Shareholders' Agreement and the Confidentiality Agreement, constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof and thereof.

  • No other corporate action on the part of either of Parent or Sub is necessary to authorize the execution, delivery and performance of this Agreement and the Principal Shareholders Agreement by each of Parent and Sub and the consummation of the transactions contemplated hereby and thereby.

  • The execution, delivery and performance of this Agreement and the Principal Shareholders Agreement by Parent and Sub and the consummation by each of them of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of each of Parent and Sub.

  • Article 3 of the Investor Rights Agreement (entitled "Restrictions On Transfer") is inapplicable to any transfer or disposition by a holder of Shares, including by tender into the Offer or otherwise pursuant to the Principal Shareholders Agreement.

  • No "business combination", "moratorium", "control share" or other anti-takeover statute or similar statute or regulation is applicable to the Offer, the Scheme of Arrangement, the Compulsory Acquisition, the Principal Shareholders Agreement or this Agreement (including all of the transactions contemplated hereby).

  • The execution and delivery of the Principal Shareholders Agreement by the Principal Shareholders and the performance of their obligations thereunder is not prohibited by, or subject to, any prior approval or consent under, the Investor Rights Agreement that has not been obtained.

  • Each of Parent and Sub has the requisite corporate power and authority to execute and deliver this Agreement and the Principal Shareholders Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

  • The Company has the requisite corporate power and authority to execute and deliver this Agreement and the Principal Shareholders Agreement, to perform its obligations hereunder, and thereunder and (subject to the approval of the shareholders of the Company if required by the Companies Law) to consummate the transactions contemplated hereby.

  • Investors agree that they will not, prior to the date which is nine months from the Closing Date (as defined in the Merger Agreement) (the "Lockup Date"), directly or indirectly sell, offer to sell, grant any option for the sale of, or otherwise dispose of any Shares other than pursuant to an underwritten registered offering made pursuant hereto or to a Permitted Transferee (as defined in the Principal Shareholders Agreement of even date among the Company and the Investors).

  • A transfer of this Warrant will be deemed not to have been completed until the Permitted Transferee shall have entered into an agreement agreeing to be bound by the Principal Shareholders Agreement and the Unanimous Shareholders Agreement.


More Definitions of Principal Shareholders Agreement

Principal Shareholders Agreement shall have the meaning set forth in the fourth recital hereto.
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Principal Shareholders Agreement means an agreement substantially in the form attached as Exhibit 2.6-2.
Sample 1
Principal Shareholders Agreement means the Principal Shareholders Agreement, dated as of July 9, 2001, by and among AHC, Hess Sub, the Company and the shareholders listed on Annex A thereto."
Sample 1
Principal Shareholders Agreement the Principal Shareholders Agreement, dated as of February 1, 2003, by and among Liberty Media Corporation, SC, Microsoft Corporation, LJI, LJII, Liberty Jupiter, Liberty Jupiter Finance, Inc., J-COM Finance Co., Ltd., JCOM, Sumitomo Mitsui Banking Corporation and Citibank, N.A., Tokyo Branch, and other financial institutions identified therein, as amended. Proceeding: any claim, dispute, demand or threatened, pending or completed action, suit or proceeding, whether formal or informal, and whether civil, administrative, investigative or criminal. Purchasing Member: as defined in 14.4.
Sample 1
Principal Shareholders Agreement means that certain agreement by and between the Principal Shareholders and the Parties dated , 2008. [NOTE: Has a business decision been made as to whether this document will be drafted?]
Sample 1

Related to Principal Shareholders Agreement

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

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

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

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

  • Securityholders Agreement means the Securityholders Agreement of the Company, dated as of May 5, 1998, as the same has been and may be amended from time to time.

  • Seller's Agreement An agreement for the origination and sale of Mortgage Loans generally in the form of the Seller Contract referred to or contained in the Program Guide, or in such other form as has been approved by the Master Servicer and the Company, each containing representations and warranties in respect of one or more Mortgage Loans consistent in all material respects with those set forth in the Program Guide.

  • Members Agreement means the members’ agreement among the Exchange and each Person who, from time to time, is accepted as and becomes a member of the Exchange under the Exchange requirements.

  • 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.

  • 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.

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

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

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

  • 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.”

  • 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.

  • 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.

  • 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.

  • 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.

  • Principal Shareholders means Xxxx X. Xxxx, Xxx X. Xxxxxxx and Xxxxx X. Xxxxxx, and their respective assignees or successors in interest.

  • 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.

  • Principal Shareholder means any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding Shares of any class or series and shall include any affiliate or associate, as such terms are defined in clause (ii) below, of a Principal Shareholder. For the purposes of this Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding share options granted by the Trust) or (ii) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which its "affiliate" or "associate" (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

  • LLC Agreement means the Limited Liability Company Agreement of the Company, as amended from time to time pursuant to its terms.

  • Tax Matters Agreement means the Tax Matters Agreement to be entered into by and between Parent and SpinCo or any members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

  • Share Transfer Agreement means the share transfer agreement, in the agreed form, between the partners in the Company;

  • 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.

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