Sponsor Stockholders Agreement definition

Sponsor Stockholders Agreement means the Amended and Restated Sponsor Stockholders Agreement of the Company dated as of the date hereof.
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Sponsor Stockholders Agreement means that certain stockholders’ agreement by and among Target, WCAS Stockholders, de Nicola Holdings, L.P. and other co-investors and additional stockholders named therein, dated August 1, 2006.
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Sponsor Stockholders Agreement means the Second Amended and Restated Sponsor Stockholders Agreement of the Company dated as of the date hereof.
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Examples of Sponsor Stockholders Agreement in a sentence

  • For the avoidance of doubt, each of the Company and Indemnitee acknowledge and agree that any actions or omissions by Indemnitee that are permitted by Section 6.2 of that Certain Sponsor Stockholders Agreement, dated October, 29, 2013, by and among the Company and the investors signatory thereto, and that do not otherwise constitute willful misconduct shall not be considered willful misconduct for purposes of this Agreement.

  • Target shall, and shall cause its Subsidiaries to, terminate at or prior to the Effective Time, without payment or penalty as set forth on Section 6.7 of the Target Disclosure Letter, each Contract between Target or a Subsidiary of Target, on the one hand, and any of their respective Affiliates (other than Target or any other Subsidiary of Target), on the other hand, including the Sponsor Management Agreement and the Sponsor Stockholders Agreement.

  • Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed to such terms in the Sponsor Stockholders Agreement.

  • Except as otherwise provided by applicable law, vacancies occurring in any directorship (whether by death, resignation, retirement, disqualification, removal or other cause) and newly created directorships resulting from any increase in the number of directors shall be filled in accordance with the Amended and Restated Certificate of Incorporation and the Sponsor Stockholders Agreement.

  • Each committee of the Board of Directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board of Directors designating such committee and in each case consistent with the provisions of the Sponsor Stockholders Agreement.

  • Each Stockholder (A) has not entered into any voting agreement or voting trust, with respect to the Covered Shares (except for the Sponsor Stockholders Agreement), (B) has not granted a proxy or power of attorney with respect to the Covered Shares that is inconsistent with its obligations pursuant to this Agreement and (C) has not entered into any agreement or undertaking that is otherwise inconsistent with its obligations pursuant to this Agreement.

  • Shares of stock of the Corporation shall be transferable upon its books by the holders thereof, in person or by their duly authorized attorneys or legal representatives in the manner prescribed by law, the Amended and Restated Certificate of Incorporation, these Bylaws and the Sponsor Stockholders Agreement, upon surrender to the Corporation by delivery thereof (to the extent evidenced by a physical stock certificate) to the person in charge of the stock and transfer books and ledgers.

  • Subject to the provisions of the Sponsor Stockholders Agreement, the Board of Directors may designate from time to time one or more committees, including, without limitation, an Audit Committee, a Capital Stock Committee and such other committees as may be required by the Sponsor Stockholders Agreement, each such committee to consist of one or more of the directors of the Corporation, in each case subject to the provisions of the Sponsor Stockholders Agreement.

  • Notwithstanding the foregoing, the Corporation shall reimburse the Sponsor Stockholders in connection with meetings of the Board of Directors and its committees as provided in the Sponsor Stockholders Agreement.

  • Each party hereto agrees that notice or the service of process in any action, suit or proceeding arising out of or relating to this Agreement shall be properly served or delivered if delivered to the addresses of the parties set forth in, and in the manner contemplated by, the Sponsor Stockholders Agreement.


More Definitions of Sponsor Stockholders Agreement

Sponsor Stockholders Agreement means the Sponsor Stockholders Agreement, dated as of October 29, 2013, by and among Denali Holding Inc., Denali Intermediate Inc., Dell Inc., Denali Finance Corp., Dell International L.L.C., the MD Purchasers, the MSDC Purchasers, the SLP Purchasers and the other parties party thereto.
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Sponsor Stockholders Agreement shall have the meaning ascribed to such term in the Employment Agreement.
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Related to Sponsor Stockholders Agreement

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

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

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

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

  • Securityholders Agreement means the Securityholders Agreement of even date herewith among the Company and certain of its securityholders, as amended from time to time pursuant to its terms.

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

  • 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.

  • 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'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.

  • 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 Agreement has the meaning set forth in the Recitals.

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

  • Company LLC Agreement means the Limited Liability Company Agreement of the Company, dated as of October 23, 2006, as amended or restated from time to time.

  • 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.

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

  • Sponsor Agreement has the meaning specified in the Recitals hereto.

  • Initial LLC Agreement has the meaning set forth in the recitals to this Agreement.

  • Sponsor Management Agreement means the Management Agreement between certain of the management companies associated with the Sponsors and the Borrower.

  • 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 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.”

  • Restricted Stock Agreement means the agreement between the Company and the recipient of a Restricted Share that contains the terms, conditions and restrictions pertaining to such Restricted Share.

  • Joint Powers Agreement means that certain Joint Powers Agreement dated June 27, 2017, as amended from time to time, under which Buyer is organized as a Joint Powers Authority in accordance with the Joint Powers Act.

  • Sponsorship Agreement means a document that estab- lishes an advanced licensee as a sponsor for a basic licensee.

  • Membership Agreement means an agreement in the form of the Gas Supply Hub Membership Agreement in schedule 1.

  • Holdings LLC Agreement means the Third Amended and Restated Limited Liability Company Agreement of Holdings, dated on or about the date hereof, as such agreement may be amended from time to time.

  • Stockholder Shares means all securities of the Company registered in the name of, or Beneficially Owned by the Stockholder Parties, including any and all securities of the Company acquired and held in such capacity subsequent to the date hereof.