OFFICERS' AGREEMENT Sample Clauses

OFFICERS' AGREEMENT. Section 2.1. Preferred Stock - the Recitals to this Agreement.
Sample 1
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OFFICERS' AGREEMENT. The Purchaser shall have received an Officers' Agreement to the effect and substantially in the form of Exhibit G, executed by Xx. Xxxxxxx Xxxxx and Xx. Xxxxx Xxxxx.
Sample 1
OFFICERS' AGREEMENT. Each of the officers of the Company shall have entered into a written covenant in favor of the Purchaser and enforceable by the Purchaser in form and substance as set forth on Exhibit F to this Agreement providing, inter alia, that so long as Purchaser owns any Securities (a) such officer will not pledge, sell, transfer or otherwise dispose of more than twenty percent (20%) of the shares of Common Stock of Company he or she currently owns, except that such shares may be transferred at any time to members of the officer's immediate family or trusts or custodianships for the benefit of such persons provided that such transferees agree to be bound by the terms of the Officers' Agreement, (b) such officer shall use his or her best efforts to cause the Company to comply with its obligations under this Agreement and .any Financing Document and (c) such officer shall not violate or terminate his or her employment agreement with Company without the prior written consent of Purchaser.
Sample 1

Related to OFFICERS' AGREEMENT

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

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

  • Tax Matters Agreement If the Contributor (1) owns, directly or indirectly, an interest in any Contributed Property specified in the Tax Matters Agreement or (2) has any members that have been provided an opportunity to guarantee debt as set forth in the Tax Matters Agreement, the REIT and the Operating Partnership shall have entered into the Tax Matters Agreement substantially in the form attached as Exhibit D, if applicable.

  • 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).

  • 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.

  • Employee Matters Agreement The Buyer shall have executed and delivered, or caused to be executed and delivered, to the Sellers the Employee Matters 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.

  • Selected Dealers Agreements (a) The Distributor shall have the right to enter into selected dealer agreements with Selected Dealers for the sale of Shares. In making agreements with Selected Dealers, the Distributor shall act only as principal and not as agent for a Fund. Shares sold to Selected Dealers shall be for resale by such dealers only at the public offering price set forth in the Prospectus. With respect to Class A Shares, in such agreement the Distributor shall have the right to fix the portion of the applicable front-end sales charge which may be allocated to the Selected Dealers.

  • 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.

  • Transition Agreement At Closing, Buyer and Seller shall execute the applicable Transition Agreements.

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