Agreements with Shareholders. Parent has provided the Company with true and complete copies, or otherwise informed the Company with written summaries, of all agreements, arrangements, contracts, binding commitments or oral understandings between Parent or Merger Sub and any shareholder of the Company, as amended to date.
Agreements with Shareholders. Except for the Voting Agreement and the Stock Purchase Agreement, true and correct copies of such agreements having been provided to the Company, there are no agreements, arrangements or other understandings, written or oral, between Parent, Merger Subsidiary or any of their Affiliates on the one hand, and any holder of Common Stock, on the other hand, with respect to the voting or transfer of such Common Stock, except that there are nonbinding understandings as to the matters set forth in the exceptions clause of Section 7.05.
Agreements with Shareholders. Until the Company shall have ---------------------------- completed its initial Public Offering, all persons who are or who become shareholders of the Company shall enter into an agreement, substantially in the form of Exhibit D hereto, pursuant to which such shareholders shall agree: (a) that for a period beginning with the effective date of the Company's initial Public Offering and ending at least 150 days after such effective date such shareholders will not, directly or indirectly, sell, offer to sell or otherwise dispose of securities of the Company other than securities which are included and sold in such initial Public Offering without permission from a representative of the underwriters; and (b) to grant to the Company and then to the holders of 10% or more of the Company's outstanding shares of Common Stock on a fully diluted basis (assuming conversion of Preferred Shares and exercise of all outstanding options) a right of first refusal with respect to any securities of the Company which such shareholders propose to sell or otherwise dispose of.
Agreements with Shareholders. From the date hereof until the Effective Time, Parent shall not, and shall cause its Affiliates and Merger Subsidiary not to, (i) enter into any agreement, arrangement or understanding, written or oral, with any holder of Common Stock with respect to the voting or transfer of such Common Stock, other than the Voting Agreement and the Stock Purchase Agreement or (ii) modify or amend the Voting Agreement or the Stock Purchase Agreement, except Merger Subsidiary and its Affiliates may enter into agreements with Xxxxxx Xxxxxx, members of management and Xxxxxx Xxxxxxxxxxxx pursuant to which Xxxxxx Xxxxxx, members of management and Xxxxxx Xxxxxxxxxxxx agree to transfer to Merger Subsidiary all or a portion of the shares owned by such persons at a price that is equal to or higher than is being paid by all other investors in the Surviving Corporation.
Agreements with Shareholders. The Company shall obtain the termination and release of all liabilities under all Contracts (other than any Transaction Document, the New Employment Agreements or as provided in or contemplated by Section 6.11(a)) between the Company or any of its Subsidiaries, on the one hand, and any Company Shareholder or Affiliate of any Company Shareholder (other than the Company or any of its Subsidiaries), on the other hand.
Agreements with Shareholders. Each of Jamex X. Xxxxxx xxx Mark Xxxxxx xxxll have executed and delivered their respective Employment Agreements and Noncompetition 39 Agreements, and each of the Shareholders shall have executed and delivered the Indemnity Agreement and the Registration Rights Agreement.
Agreements with Shareholders. Each Shareholder represents and warrants to German American that he or she is aware that German American, Stone City, and/or Stone City Bank have negotiated certain agreements with certain of the Shareholders in their individual capacities with respect to their individual employment and retirement and other compensatory plans, arrangements, contracts and understanding, and that certain Shareholders are entitled to receive certain payments from German American, Stone City, and Stone City Bank under such individual agreements subject to the closing of the Merger and effective upon (or following) the Effective Time of the Merger. Each Shareholder acknowledges that the persons who are present or former directors and officers of Stone City and/or Stone City Bank therefore have interests in the Merger that are different from, or in addition to, their interests as holders of Stone City Common, and that he or she (a) is aware that these differing or additional interests exist, (b) has had the opportunity to ask questions of and receive answers from each of his or her fellow Shareholders concerning these individual agreements to the extent that he or she deems such information to be material to his or her decision to enter into this Agreement and to consent pursuant to this Article VIII as Shareholders to the approval of the Merger, (c) has not relied upon any information provided (or not provided) by German American (and does not expect to receive from German American any information) concerning the terms of any of such individual agreements, and (d) does not regard as material to his or her decisions in these respects any information that he or she might obtain from German American, and that he or she will instead look solely to his or her other Shareholders for information concerning such agreements.
Agreements with Shareholders. 31 4 CONDUCT OF BUSINESS OF THE COMPANY PRIOR TO THE EFFECTIVE TIME ...... 32
Agreements with Shareholders. Except as set forth on Schedule IV, neither the Company nor any of its Subsidiaries is a party to any contract, agreement or lease with, or any commitment to, any Affiliate, holder of more than 5% of the outstanding shares of the Company, or any officer or director of the Company or any Subsidiary.
Agreements with Shareholders. Except for the Contracts disclosed in Section 3.3(d) of the Disclosure Schedule, there are no Contracts pursuant to which the Company is or could be required to register Company Common Shares or other securities under the Securities Act or, to the Knowledge of the Company, other Contracts with or among any security holders of the Company with respect to any securities of the Company.
