Approvals and Waivers Under Equity Purchase Agreement and Stockholders’ Agreement Sample Clauses

Approvals and Waivers Under Equity Purchase Agreement and Stockholders’ Agreement. 1.3.1 Notwithstanding any contrary provision in the Equity Purchase Agreement, dated as of February 4, 2000, among the Company and the Series A Stockholders (the “Equity Purchase Agreement”) or in any other agreement between the Company and any Series A Stockholder, but subject only to Section 1.3.3, the execution and delivery of this Agreement by the Series A Stockholders shall be deemed to constitute any and all approvals of the (i) the Transactions and (ii) all other instruments, documents and actions reasonably required to evidence or effectuate the consummation of the Transactions and 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 G (as such term is defined in such exhibit)), in each case, which are required to be given by (a) the holders of a majority of the Purchaser Securities held by the MDCP Group Stockholders or their permitted assigns and transferees, (b) the holders of a majority of the Purchaser Securities held by the Blackstone Group Stockholders or their permitted assigns and transferees (as such capitalized terms in clauses (a) and (b) are defined in the Equity Purchase Agreement) or (c) any other Series A Stockholder or group of Series A Stockholders, in each case, pursuant to Section 5D of the Equity Purchase Agreement, any other agreement to which Series A Stockholders and the Company are parties or otherwise.
Sample 1
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Related to Approvals and Waivers Under Equity Purchase Agreement and Stockholders’ Agreement

  • Registration Rights Agreement and Escrow Agreement The parties have entered into the Registration Rights Agreement and the Escrow Agreement, each dated the date hereof.

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

  • 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).

  • 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.

  • Warrant Agreement and Registration and Stockholder Rights Agreement The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Stockholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

  • Warrant Agreement and Registration and Shareholder Rights Agreement The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Shareholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

  • 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.

  • 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.

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

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