Approval and Waiver Under Campuslink Stockholders’ Agreement; Termination of Campuslink Stockholders’ Agreement Sample Clauses

Approval and Waiver Under Campuslink Stockholders’ Agreement; Termination of Campuslink Stockholders’ Agreement. 1.3.1 This Agreement (together with the Other Stockholder Agreements) is and shall be deemed to be an amendment to and waiver of Section 5.1 of the Campuslink Stockholders’ Agreement, so that, notwithstanding any contrary provision in the Campuslink Stockholders’ Agreement or in any other agreement between the Company and any Campuslink Stockholder, (i) Section 5.1 of the Campuslink Stockholders’ Agreement shall not require or entitle the “CCS Group Directors” (as such term is defined in the Campuslink Stockholders’ Agreement, the “CCS Group Directors”) to approve or consent to, pursuant to Section 5.1 of the Campuslink Stockholders’ Agreement, and (ii) the Campuslink Stockholders’ shall by this Agreement have waived their right to have the CCS Group Directors approve or consent to, pursuant to Section 5.1 of the Campuslink Stockholders’ Agreement, any of (x) the Transactions or (y) the other instruments, documents or actions reasonably required to evidence or effectuate the consummation of the Transactions or otherwise to carry out the intent of the parties under this Agreement (including any instruments, documents and actions with respect to Permitted Subordinated Debt contemplated by Exhibit I (as such term is defined in such exhibit)).
Sample 1
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Related to Approval and Waiver Under Campuslink Stockholders’ Agreement; Termination of Campuslink Stockholders’ Agreement

  • Termination of Stockholders Agreement The Stockholders, the Company and the other parties thereto hereby agree to terminate the Stockholders Agreement, including any and all annexes or exhibits thereto, as of the Effective Time. The provisions of the Stockholders Agreement shall not survive its termination, and shall have no further force from and after the Effective Date, nor shall any party to the Stockholders Agreement have any surviving obligations, rights or duties thereunder.

  • Termination of Shareholders Agreement Each of the Parties agrees that upon the Closing, the Shareholders’ Agreement shall be, without any further action required by any Party, terminated immediately, in its entirety and shall be of no further force or effect, including without limitation, each of the provisions of Section 8.3 thereof.

  • Stockholders Agreement Investor and the other parties to the Stockholders Agreement shall have executed and delivered the Stockholders Agreement to the Company.

  • Shareholders Agreement For so long as the ratio of the number of the Equity Securities owned by the Star Group on a fully diluted basis divided by the number of the Equity Securities owned by the Investor Group on a fully diluted basis is at least 0.6, the Guarantor may not take any of the actions set forth in schedule II of the Shareholders’ Agreement without the prior written approval of Star. For the purpose of this clause “on a fully diluted basis” means taking into account any shares issued or issuable under warrants, options and convertible instruments (or other equity equivalents).

  • Shareholders Agreements Any agreement by and between the Shareholder and any Affiliate of the Company;

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • Securityholders Agreement The term "Securityholders Agreement" shall mean the Securityholders Agreement dated as of the Closing Date, among Investors, Vestar, the Management Investors, and the other securityholders a party thereto, as it may be amended or supplemented thereafter from time to time.

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

  • Stockholder Agreements Except as provided in this Agreement and the other Transaction Documents, there are no agreements, written or oral, between the Company and any current holder of its securities, or to the Company's knowledge, among any holders of its securities, relating to the acquisition (including, without limitation, rights of first refusal, anti-dilution or preemptive rights), disposition, registration under the Securities Act, or voting of the Common Stock or Preferred Stock.

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements") pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

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