Stockholder Arrangements definition

Stockholder Arrangements means the agreements and arrangements set forth in Section 1.1 (Stockholder Arrangements) of the Company Disclosure Schedule.
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Stockholder Arrangements shall have the meaning set forth in SECTION 5.17.
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Stockholder Arrangements means the Amended and Restated Investors’ Rights Agreement, the Amended and Restated Voting Agreement, both dated as of January 17, 2014, and the Amended and Restated First Refusal and Co-Sale Agreement, dated as of November 12, 2010, by and among the Company and the Persons named therein, and any management rights letters.
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Examples of Stockholder Arrangements in a sentence

  • Each of IMS Health, Quintiles, the Surviving Corporation and their respective Boards of Directors shall take all actions reasonably necessary to cause the matters set forth in Sections 1.5, 1.6, 1.7 and 1.8 (together with the Stockholder Arrangements, the “Governance Matters”) to occur as of the Effective Time, and as soon as reasonably practicable after the Effective Time, the Surviving Corporation Board shall adopt resolutions ratifying the Governance Matters.

  • The Company shall have terminated the Stockholder Arrangements in accordance with SECTION 5.17 and shall have delivered to Parent evidence of such termination in forms reasonably acceptable to Parent.

  • At or prior to the Effective Time, the Stockholder Arrangements will expire or be terminated in accordance with their own terms, and the parties thereto shall cease to have any rights with respect thereto.

  • As a user of the network, the employee may be allowed to access other networks (and/or the computer systems attached to those networks).

  • The Stockholder Arrangements shall be inapplicable to the transactions contemplated by this Agreement and shall have been terminated.

  • Stockholder Arrangements and Related Party Transactions 32 Section 4.13.

  • Section 4.17 Real and Personal Property 38 Section 4.18 Required Vote of Rockets Stockholders; Takeover Laws 38 Section 4.19 Opinion of Financial Advisors 39 Section 4.20 Material Contracts 39 Section 4.21 Finders or Brokers 40 Section 4.22 Insurance 41 Section 4.23 Derivative Products 41 Section 4.24 Related Party Transactions 41 Section 4.25 Lack of Ownership of Mavericks Common Stock 42 Section 4.26 Principal Rockets Stockholder Arrangements 42 Section 5.1 Qualification, Organization, Subsidiaries, etc.

  • The agreements to terminate the Stockholder Arrangements will be in forms reasonably acceptable to Parent and will provide that following the Effective Time, neither the Surviving Corporation nor Parent will have any obligations or liabilities under the Stockholder Arrangements.

  • Each of IMS Health, Quintiles, the Surviving Corporation and their respective Boards of Directors shall take all actions reasonably necessary to cause the matters set forth in Sections 1.5 , 1.6 , 1.7 and 1.8 (together with the Stockholder Arrangements, the “ Governance Matters ”) to occur as of the Effective Time, and as soon as reasonably practicable after the Effective Time, the Surviving Corporation Board shall adopt resolutions ratifying the Governance Matters.

  • Other than the Sponsor Lump Sum Fee, any payments of the Sponsor Management Fee due from the date hereof through the Effective Time and any payments due in connection with this Agreement or otherwise due in connection with services to the Company or any of its Subsidiaries, no other amount is payable, by the Company to any Sponsor or any other holder of Company Stock, whether pursuant to the Company Stockholder Arrangements, the Sponsor Fee Agreement or any other Contract.

Related to Stockholder Arrangements

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

  • 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.

  • 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.

  • Company Charter Documents means the Company’s certificate of incorporation and bylaws, each as amended to the date of this Agreement.

  • Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Company Shareholder Approval means the approval and adoption of this Agreement and the Transactions (including the Merger) at the Shareholders’ Meeting by the Requisite Company Vote.

  • Company Bylaws means the bylaws of the Company, as amended.

  • Parent Stockholder Approval means the approval of the Parent Common Stock Issuance by the affirmative vote of a majority of the votes cast at the Parent Stockholders Meeting in accordance with the rules and regulations of the NYSE and the Organizational Documents of Parent.

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Shareholder Rights Plan means the amended and restated shareholder rights plan agreement dated as of November 10, 2015 between Parent and American Stock Transfer and Trust Company, LLC, as rights agent, as amended and restated as of April 18, 2016 as further amended, restated, succeeded or replaced from time to time, and any similar plan adopted from time to time;

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

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

  • Parent Stock Plans has the meaning set forth in Section 4.5(a).

  • Requisite Stockholder Approval means the affirmative vote of the holders of a majority of the Target Shares in favor of this Agreement and the Merger.

  • Parent Stock Plan has the meaning set forth in Section 6.2(a).

  • Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

  • Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.

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

  • Parent Shareholder Approval means the approval of (a) the Parent Share Issuance at the Parent Shareholders Meeting by the affirmative vote of a majority of the total votes cast by the holders of Parent Common Stock entitled to vote thereon, (b) the Parent Charter Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the shares of Parent Common Stock outstanding and entitled to vote thereon and (c) the Parent Bylaw Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon.

  • Company Charter means the Amended and Restated Certificate of Incorporation of the Company, as amended.

  • Stockholder Associated Person of any stockholder means (A) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (C) any person directly or indirectly controlling, controlled by or under common control with such Stockholder Associated Person.

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

  • Stockholder Approval Date means the date on which Stockholder Approval is received and deemed effective under Delaware law.

  • Company Organizational Documents means the certificate of incorporation and bylaws (or the equivalent organizational documents) of the Company and its Subsidiaries as in effect on the date of this Agreement.