Shareholder Related Agreement definition

Shareholder Related Agreement means any certificate, agreement, document or other instrument, other than the Agreement, to be executed and delivered by the Company or a Shareholder in connection with the transactions contemplated the Agreement, including without limitation the certificates, agreements, documents and other instruments set forth in Section 6.6 of the Agreement.
Sample 1Sample 2
Shareholder Related Agreement. Any certificate, agreement, document or other instrument, other than this Agreement, to be executed and delivered by the Company or a Shareholder in connection with the transactions contemplated hereby, including the Company Note and the Standstill Agreement. Exhibit A
Sample 1

Examples of Shareholder Related Agreement in a sentence

  • Each Shareholder has the absolute and unrestricted, right, power, authority and capacity to enter into and perform its obligations under this Agreement and any Shareholder Related Agreement to which it is a party.

  • Upon its execution and delivery by Shareholder, each Shareholder Related Agreement will constitute the valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, except to the extent that enforceability is limited by the laws of bankruptcy, insolvency or similar laws affecting creditors’ rights and remedies.

  • The Company has the absolute and unrestricted right, power and authority to enter into and perform its obligations under this Agreement and any Shareholder Related Agreement to which it is a party, and the execution, delivery and performance by the Company of this Agreement and any Shareholder Related Agreement to which it is a party have been duly authorized by all necessary action on the part of the Company.

  • Xxxxxxx are hereby appointed by Bassett, Lincoln National Corporation and X.X. Xxxxx Charitable Foundation, Inc., respectively, as the initial members of the Shareholder Representative Committee in connection with this Agreement and each Shareholder Related Agreement.

  • No filing with, notice to or consent from any Person is required in connection with (i) the execution, delivery or performance by such Shareholder of this Agreement or any Shareholder Related Agreement to which it is a party, or (ii) the consummation by such Shareholder of the transactions contemplated by this Agreement or any such Shareholder Related Agreement.

  • Whenever appointed counsel is constitutionally required, such counsel (whether retained or court-appointed), must meet minimum constitutional standards of effectiveness.

  • The Purchaser shall be entitled to set-off any amount or right it may be entitled to pursuant to this Agreement or any Shareholder Related Agreement against any amount, right or obligations owed to any Shareholder under this Agreement or any Shareholder Related Agreement.

  • The Shareholder has all requisite power and authority to enter into this Agreement and any Shareholder Related Agreement to which such Shareholder is a party, perform his obligations under this Agreement and any Shareholder Related Agreement to which such Shareholder is a party and to consummate the transactions contemplated by this Agreement.

  • Upon the execution and delivery by or on behalf of the Company or a Shareholder of each Shareholder Related Agreement to which it is a party, such Shareholder Related Agreement will constitute the legal, valid and binding obligation of the Company or such Shareholder, as applicable, enforceable against the Company or such Shareholder, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception.

  • Upon the execution and delivery by or on behalf of the Company or a Shareholder of each Shareholder Related Agreement to which it is a party, such Shareholder Related Agreement will constitute the legal, valid and binding obligation of the Company or such Shareholder, as applicable, enforceable against the Seller or such Shareholder, as applicable, in accordance with its terms.

Related to Shareholder Related Agreement

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

  • Company Operating Agreement means that certain Amended and Restated Limited Liability Company Agreement of the Company, effective as of April 18, 2016, as amended or restated as of the date hereof.

  • 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.

  • Related Agreement means any Contract which is or is to be entered into at the Closing or otherwise pursuant to this Agreement. The Related Agreements executed by a specified Person shall be referred to as "such Person's Related Agreements," "its Related Agreements" or another similar expression.

  • Member Agreement means collectively the Membership and Account Agreement and any other account information provided to you by us from time to time.

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

  • L/C Related Documents has the meaning specified in Section 2.06(b)(i).

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

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

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

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

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

  • 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.

  • 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.

  • Group Member Agreement means the partnership agreement of any Group Member, other than the Partnership, that is a limited or general partnership, the limited liability company agreement of any Group Member that is a limited liability company, the certificate of incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation or joint venture, as such may be amended, supplemented or restated from time to time.

  • 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.

  • Transaction Support Agreement means that certain Transaction Support Agreement, together with all exhibits, annexes, and schedules thereto, dated as of March 15, 2019, and as amended on April 10, 2019, by and among NMG, Inc. and its subsidiaries, the Consenting Sponsors, an ad hoc committee of holders of 2013 Term Loans, an ad hoc committee of holders of Cash Pay Notes and PIK Toggle Notes, and each of the additional parties who delivered a joinder thereto.

  • Related Agreements means the Deeds, each Assignment and Assumption of Lease, the Xxxx of Sale, the Assignment and Assumption Agreement, the Asset Demarcation Agreement, the Easements, the Interconnection Agreements, the Transition Services Agreement, the Release of Mortgage Indenture, the Guaranties, the Escrow Agreement and the other agreements, certificates and documents to be delivered pursuant to this Agreement.

  • Merger 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.

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

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • Master Separation Agreement has the meaning set forth 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.

  • 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.