Shareholder Ancillary Documents definition

Shareholder Ancillary Documents means any certificate, agreement, document or other instrument, other than this Agreement, to be executed and delivered by the Shareholder or any Affiliate of the Shareholder in connection with the transactions contemplated hereby.
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Shareholder Ancillary Documents means (i) the certificates described in Section 9.1(c), 9.4(b), 9.4(c), 9.4(d) and 9.4(e), (ii) the Supply and Bailment Agreement, (iii) the Building Solutions Agreement, and (iv) the stock powers or assignments referred to in Section 9.9(a), "Shareholder's Disallowed Deduction" has the meaning assigned to such term in Section 7.4. "Shareholder Indemnified Parties" shall have the meaning assigned to such term in Section 11.2(a). "Shareholder Plan" has the meaning assigned to such term in Section 3.12(a). "Shareholder Tax Benefit" shall have the meaning assigned to such term in Section 7.4.
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Shareholder Ancillary Documents means the Escrow Agreement (Shareholder) and the certificates to be provided by Shareholder pursuant to Section 11.2(a) and Section 11.2(b) of this Agreement.
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Examples of Shareholder Ancillary Documents in a sentence

  • Except for compliance with the requirements of the HSR Act, no consent, approval, order, non-action or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Company or any Subsidiary in connection with the execution, delivery or performance of this Agreement or the Shareholder Ancillary Documents, or the consummation of the transactions contemplated hereby or thereby.

  • The execution and delivery of this Agreement and the Shareholder Ancillary Documents to which it is a party by the Company and the performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions provided for herein and therein have been duly and validly authorized by all necessary corporate action on the part of the Company.

  • The Shareholder has all necessary corporate power and authority to execute and deliver this Agreement and the Shareholder Ancillary Documents, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

  • Other than the Required Consents, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Company or either Shareholder in connection with the execution, delivery or performance of this Agreement or the Shareholder Ancillary Documents or the consummation of the transactions contemplated hereby.

  • The Company and the Shareholder each have taken all action as and in the manner required by law, its articles of incorporation, by-laws and organization documents, or otherwise to authorize the execution, delivery and performance of this Agreement and the Shareholder Ancillary Documents.

  • This Agreement and the Shareholder Ancillary Documents to which it is a party have been duly and validly executed and delivered by the Company and constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, in each case, subject to bankruptcy, insolvency reorganization, moratorium and similar Laws of general application relating to or affecting creditors’ rights and to general equity principles.

  • The Company will obtain all consents and waivers and make all filings necessary for the Company to consummate the transactions contemplated by this Agreement, the Company Ancillary Documents, the Shareholder Ancillary Documents and the Parent Ancillary Documents.

  • The execution and delivery of this Agreement and the Shareholder Ancillary Documents by the Shareholder, the performance by the Shareholder of its obligations hereunder and thereunder, and the consummation of the transactions provided for herein and therein have been duly and validly authorized by all necessary corporate action on the part of the Shareholder.

  • Such Shareholder has the legal right, power and capacity to execute and deliver this Agreement and the Shareholder Ancillary Documents to which he is a party and to perform his obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

  • The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Shareholder Ancillary Documents to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.


More Definitions of Shareholder Ancillary Documents

Shareholder Ancillary Documents means the agreements and instruments (other then this Agreement) to be executed and delivered by a Controlling Shareholder pursuant to this Agreement.
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Shareholder Ancillary Documents means (i) the certificates described in Section 9.1(c), 9.4(b), 9.4(c), 9.4(d) and 9.4(e),
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Related to Shareholder Ancillary Documents

  • 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.

  • Ancillary Agreements means all agreements, certificates and other instruments delivered or given pursuant to this Agreement.

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

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

  • Seller Ancillary Documents means any certificate, agreement, document or other instrument, other than this Agreement, to be executed and delivered by the Seller or any Affiliate of the Seller in connection with the transactions contemplated hereby, including, but not limited to the Transaction Documents.

  • 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 under this Agreement or in connection herewith.

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

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

  • 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.

  • Seller Documents has the meaning set forth in Section 3.2.

  • Merger Documents shall have the meaning assigned to it in Section 2.6 hereof.

  • Merger 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.

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

  • 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.

  • Purchaser Disclosure Letter means the Purchaser Disclosure Letter attached hereto, dated as of the date hereof, delivered by Purchaser in connection with this Agreement.

  • Acquisition Agreements has the meaning specified in the Recitals.

  • 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.

  • Equity Line Transaction Documents means this Agreement and the Registration Rights Agreement.

  • Formation Documents means, collectively, the Issuer LLC Agreement, the Issuer Certificate of Formation and any other document pursuant to which the Issuer is formed or governed, as each may be amended or supplemented from time to time.

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

  • MergerSub has the meaning set forth in the preamble hereto.

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

  • Acquisition Documents means the Acquisition Agreement, all other agreements to be entered into between or among the Acquired Company or its Affiliates and the Borrower or its Affiliates in connection with the Acquisition and all schedules, exhibits and annexes to each of the foregoing and all side letters, instruments and agreements affecting the terms of the foregoing or entered into in connection therewith.