Stockholder Related Agreement definition

Stockholder Related Agreement means any certificate, agreement, document or other instrument, other than the Agreement, to be executed and delivered by the Company or a Stockholder in connection with the transactions contemplated the Agreement, including without limitation the Non-Competition Agreements and Joinder Agreements.
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Examples of Stockholder Related Agreement in a sentence

  • Each Stockholder Related Agreement shall have been duly authorized and validly executed and delivered and constitute a legal, valid and binding obligation of the parties, enforceable against any party in accordance with their respective terms.

  • The execution and delivery of the Stockholder Related Agreements shall not, and the performance of each Stockholder Related Agreement will not conflict with or violate any Law applicable to the parties to the Stockholder Related Agreements or by which any property or asset of the parties to the Stockholder Related Agreements is bound or affected.

  • Section 6.2.2.2 Each party to each of the Stockholder Related Agreements shall have performed or complied in all material respects with all agreements and covenants required by this Agreement and each Stockholder Related Agreement to be performed or complied with by it on or prior to the Effective Time.

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

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

  • The execution and delivery of this Agreement and each Stockholder Related Agreement by Stockholder and the consummation by Stockholder of the transactions contemplated hereby and thereby have been duly authorized by all necessary action, if any, on the part of Stockholder.

  • Stockholder has received each Stockholder Related Agreement, and Stockholder has had reasonable time and opportunity to discuss the requirements of such agreements with Stockholder’s financial, legal and other advisors, to the extent Stockholder has determined necessary, prior to executing this Agreement or any other Stockholder Related Agreement to which Stockholder is a party.

  • Each Stockholder Related Agreement has been duly executed and delivered by Stockholder and constitutes a valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject only to the effect, if any, of (i) applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the enforcement of the rights of creditors generally and (ii) rules of Law governing specific performance, injunctive relief and other equitable remedies.

  • Stockholder has all requisite power and authority (if Stockholder is an entity) or legal capacity (if Stockholder is a natural person) to enter into this Agreement, and each other agreement, document or certificate to which he, she or it becomes a party pursuant to this Agreement or the Purchase Agreement (each, a “Stockholder Related Agreement”), and to perform his, her or its obligations under this Agreement and each Stockholder Related Agreement.

  • Stockholder is not obligated for the payment of any fees or expenses of any investment banker, broker, advisor, finder or similar party in connection with the origin, negotiation or execution of the Purchase Agreement or in connection with the Transactions or any other transactions contemplated by any Stockholder Related Agreement.

Related to Stockholder Related Agreement

  • Transaction 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.

  • 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.

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

  • Seller Related Party means Seller and its officers, directors, employees, controlling persons, agents and representatives and their respective successors and assigns.

  • 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.

  • Stockholder Representative has the meaning set forth in the preamble.

  • Seller Related Parties means Seller and its Affiliates, and their respective fiduciaries, shareholders, equity holders, members, managers, partners, directors, divisions, officers, managers, executives, employees, independent contractors, freelancers, consultants and other Representatives, and the successors and assigns of each of them.

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

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

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

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

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

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

  • Stockholders’ Representative has the meaning set forth in the Preamble.

  • Parent Related Party means Parent, Merger Sub, the Lender (as defined below), or any of their respective former, current and future general or limited partners, shareholders, financing sources, managers, members, agents, directors, officers, employees or Affiliates (excluding any Company Related Party).

  • Purchaser Related Parties has the meaning specified in Section 6.1.

  • 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.

  • Shareholder Representative has the meaning set forth in the preamble.

  • Ancillary Agreements means all agreements, certificates and other instruments delivered or given 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.

  • 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.

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

  • Master Separation 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.

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