Shareholder Ancillary Agreements definition

Shareholder Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Shareholder under this Agreement or in connection herewith.
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Shareholder Ancillary Agreements means all agreements and contracts -------------------------------- being or to be executed and delivered by the Shareholders under this Agreement or in connection herewith.
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Shareholder Ancillary Agreements means, collectively the Investment Representation Letter, the Escrow Agreement, the Registration Rights Agreement, the Retek Affiliates Letter, the Stock Power, Form W-8 and each other agreement, certificate or document (other than this Agreement) to which a Retek Shareholder is to enter into as a party thereto, or is to otherwise execute and deliver pursuant to or in connection with this Agreement.
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Examples of Shareholder Ancillary Agreements in a sentence

  • This Agreement and the Shareholder Ancillary Agreements to which they are a party, constitute (or will constitute upon the execution thereof) the valid and legally binding obligations of BRL and the Management Stockholders and the Non-Management Stockholders, as the case may be, enforceable in accordance with their respective terms.

  • SCHEDULE 6.10 specifies all, if any, material consents required to be obtained by BRL and/or the Shareholders in connection with the execution, delivery and performance of this Agreement and the Shareholder Ancillary Agreements in order to avoid a default under any regulation or court order to which BRL is subject, or any Material Contract.

  • The Trustee is not responsible for the preparation or issue of this Prospectus other than the disclosures on the profile of the Trustee as set out herein.

  • BRL and each of the Management Stockholders and the Non-Management Stockholders, as the case may be, has full capacity, power, authority and right to execute and deliver this Agreement and the Shareholder Ancillary Agreements, to which they are a party, and to undertake and perform fully the transactions contemplated hereby and thereby.

  • Each of the Shareholders has the requisite power and capacity to execute and deliver this Agreement and all agreements, documents and instruments executed and delivered by such Shareholder in connection with the transactions contemplated by this Agreement (the "Shareholder Ancillary Agreements" and, together with the Shareholder Ancillary Agreements, the "Ancillary Agreements") and to fully perform his respective obligations hereunder and thereunder, and the execution and delivery of this Agreement.

  • Each Shareholder has had an opportunity to review with his or her own tax advisors the tax consequences of the Acquisition and the transactions contemplated by this Agreement, the other agreements, certificates and documents that the Company, the Seller, and the Shareholders are to deliver at the Closing or enter into as a party thereto pursuant to this Agreement and any Shareholder Ancillary Agreements.

  • The execution and delivery of this Agreement and the Shareholder Ancillary Agreements have been duly and validly authorized, and all necessary action has been taken to make this Agreement and the Shareholder Ancillary Agreements legal, valid and binding obligation of he/she/it enforceable in accordance with its terms.

  • Such Shareholder understands that such Shareholder (and not Buyer, the Seller or the Company) shall be responsible for any Tax liability for Shareholder that may arise as a result of the Acquisition or the transactions contemplated by this Agreement and any Shareholder Ancillary Agreements.


More Definitions of Shareholder Ancillary Agreements

Shareholder Ancillary Agreements means, collectively the Investment Representation Letter, the Escrow Agreement, the Registration Rights Agreement, the Share Transfer Form CM-42, being the form prescribed by South African law (the "Share Transfer Form"), Form W-8 and each other agreement, certificate or document (other than this Agreement) to which the THAWTE Shareholder is to enter into as a party thereto, or is to otherwise execute and deliver pursuant to or in connection with this Agreement.
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Shareholder Ancillary Agreements means (if applicable), collectively the Investment Representation Letter, the Stock Power, Form W-8 and each other agreement, certificate or document (other than this Agreement) to which a Zedcor Shareholder is to enter into as a party thereto, or is to otherwise execute and deliver pursuant to or in connection with this Agreement.
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Shareholder Ancillary Agreements means, collectively the Escrow Agreement, the MP Affiliates Letter, the Stock Power, Form W-8 and each other agreement, certificate or document (other than this Agreement) to which a MP Shareholder is to enter into as a party thereto, or is to otherwise execute and deliver pursuant to or in connection with this Agreement.
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Shareholder Ancillary Agreements means, collectively the Investment Representation Letter, the Escrow Agreement, the Registration Rights
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Shareholder Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by anyShareholder under this Agreement or in connection herewith.
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Related to Shareholder Ancillary Agreements

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

  • Ancillary Agreements means the Xxxx of Sale and Assignment and Assumption Agreement, the Deeds, the Assignments of Leased Properties, the Assignments of Intellectual Property and any other instrument or agreement contemplated by this Agreement or the foregoing.

  • Company Ancillary Agreements means, collectively, each certificate to be delivered on behalf of the Company by an officer or officers of the Company at the Closing pursuant to Article VII and each agreement or document (other than this Agreement) that the Company is to enter into as a party thereto pursuant to this Agreement.

  • Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer or an Affiliate of Buyer under this Agreement or in connection herewith, including the Escrow Agreement.

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

  • Ancillary Documents means each agreement, instrument or document attached hereto as an Exhibit, and the other agreements, certificates and instruments to be executed or delivered by any of the Parties hereto in connection with or pursuant to this Agreement.

  • Transaction 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.

  • Ancillary Agreement has the meaning set forth in the Separation Agreement.

  • Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.

  • Transaction Agreements means the Securities Purchase Agreement, the Debentures, the Joint Escrow Instructions, the Security Agreement, the Registration Rights Agreement, and the Warrants and includes all ancillary documents referred to in those agreements.

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • 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.

  • Ancillary Document has the meaning assigned to it in Section 9.06(b).

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

  • Seller Ancillary Documents means any agreement or other instrument, other than this Agreement, but including the Commercial Agreements, to be executed and delivered by a Seller or an Affiliate thereof in connection with the transactions contemplated hereby.

  • Buyer Documents has the meaning set forth in Section 5.2.

  • Purchaser Documents has the meaning set forth in Section 6.2.

  • Merger Documents means, collectively, this Agreement, the Certificate of Merger, and all other agreements and documents entered into in connection with the Merger and the other transactions contemplated hereby.

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

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

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

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

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Parent Agreement has the meaning given to it in Clause 12;

  • Transactional Agreements means: (a) the Agreement; (b) the Assignment and Assumption Agreement; (c) the Voting Agreements; (d) the Credit Agreement; (e) the Patent License Agreement; (f) the Patent Standstill Agreement; and (g) the Stay Orders.