Stockholder Agreement definition
Examples of Stockholder Agreement in a sentence
Prior to the Closing, Parent shall use its reasonable best efforts not to take any action, or fail to take any action, which action or failure would reasonably be expected to cause Parent to be ineligible to file a registration statement on Form S-3 promulgated under the Securities Act (or any successor form) in accordance with the Stockholder Agreement.
Notwithstanding the foregoing, this Section 3(c) shall not limit any obligations of the Stockholder under Section 7.3 of the Stockholder Agreement.
This Agreement shall commence upon the Closing (as defined in the Merger Agreement) and shall automatically terminate, without any further action by any Person, on the earlier of (i) the termination of the Stockholder’s right to designate any Stockholder Nominees for nomination and election or appointment to the Board pursuant to Section 4.2(c) of the Stockholder Agreement and (ii) the date on which the Parties mutually agree in writing to terminate this Agreement (such period, the “Term”).
Each committee shall consist of such number of directors, with such qualifications, as may be required by applicable laws, regulations or stock exchange rules or as from time to time may be fixed by the Board; provided that, so long as the Stockholders Agreement is in effect, the Board may not designate a committee or its members in a manner that would violate any covenant of the Corporation in the Stockholder Agreement.
ListCo shall have received written agreements, pursuant to which each Company Stockholder Agreement is terminated, and each party thereto unconditionally and irrevocably waives and releases any claims (including in respect of any actual or asserted breach or non-compliance with any such Company Stockholder Agreements) and agrees that each such Company Stockholder Agreement is terminated and of no further force or effect, effective as of Closing.