Shareholder Arrangements Sample Clauses

Shareholder Arrangements. All plans, programs, incentive arrangements, Contracts and other arrangements that permit or require the Company to issue Company Stock at or following the Effective Time to any Person shall have been duly terminated, effective immediately before the Effective Time. All shares of Company Stock required to be issued, whether on change of control or otherwise, under any such plans or arrangement shall have been issued and no further issuances shall be required.
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Shareholder Arrangements. Other than the New Stockholders Agreement, the Amended and Restated Stockholders Agreement dated as of November 17, 1999 (the “Existing Stockholders Agreement”), among WRC, SGC Partners I LLC (previously SGC Partners II LLC) and EAC III, L.L.C., the Senior Preferred Redemption and Repurchase Agreement, other agreements entered into between Exchanger and WRC, the agreements listed on Schedule 3.08 and this Agreement, WRC is not party to or bound by any agreement with any of its stockholders or any of their respective Affiliates.
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Shareholder Arrangements. The Investors have disclosed to the Company the terms of all arrangements entered into between any of the Investors or any of their Affiliates and Xxxxxxx X. Xxxxx, Xxxx X. Xxxxxxx and Xxxxxx Xxxxxxxxxx and have provided the Company with true and correct copies of all documents pertaining thereto.
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Shareholder Arrangements. (1) The parties confirm that, on or prior to the date hereof, the shareholders listed below have entered into agreements to support the Arrangement. The shareholders are Aliant Inc., Whitecastle Investments Limited, 3841553 Canada Inc., Gerald L. Pond, Marcel LeBrun, Jeffrey White, Reid Parker and Petex Xxxxxxxxx.
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Shareholder Arrangements. Except as set forth herein or in any other Transaction Document or as otherwise disclosed to each Selling Shareholder, neither Purchaser nor any of its Affiliates is a party to any Contract, or has made or entered into any formal or informal arrangements or other understandings (whether or not binding), with any Selling Shareholder or any of their respective Affiliates relating to this Agreement, the Current Transaction or any other transactions contemplated by this Agreement.
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Shareholder Arrangements. Other than the Stockholders Agreement and the Other Stockholders Agreements, none of WRC, Weekly Reader or JLC is a party to or bound by any agreement with any of its stockholders.
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Shareholder Arrangements. The Investors agree that all arrangements entered into between either of the Investors or any of their Affiliates and Xxxxxxx X. Xxxxx, Xxxx X. Xxxxxxx and Xxxxxxx Xxxxxxxxxx shall not be modified or terminated prior to the Closing Date without the prior written consent of the Company, and that, except for the proposed Stockholders Agreement attached as Exhibit J hereto and the proposed Registration Rights Agreement attached as Exhibit K hereto, no further arrangements between any of the Investors or their Affiliates and any of such named persons shall be entered into prior to the Closing Date without the prior written consent of the Company (which consent will not be unreasonably withheld, delayed or conditioned). On or before the Closing Date, the Company shall execute and deliver the Registration Rights Agreement in the form of Exhibit K attached hereto.
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Related to Shareholder Arrangements

  • Other Arrangements Nothing in this agreement shall be construed to prevent or inhibit other arrangements or practices of any party state or states to facilitate the interchange of educational personnel.

  • Equity Arrangements 5.1 The Executive is, and shall be, eligible to earn awards under the Company’s 2003 Equity Incentive Plan, the Company’s 2006 Stock Incentive Plan and/or such similar programs as may be adopted from time-to-time to provide long-term incentives for executives of the Company (as applicable, the “Plan”).

  • Certain Arrangements The Company will not consummate or permit to occur any Section 13 Event unless (A) the Principal Party has a sufficient number of authorized, unissued and unreserved Common Shares to permit the exercise in full of the Rights in accordance with this Section 13 and (B) prior thereto the Company and the Principal Party have executed and delivered to the Rights Agent a supplemental agreement confirming that (1) the requirements of this Section 13 will be promptly performed in accordance with their terms, (2) the Principal Party will, upon consummation of such Section 13 Event, assume this Plan in accordance with Section 13(a) and Section 13(b), (3) such Section 13 Event will not result in a default by the Principal Party pursuant to this Plan (as it has been assumed by the Principal Party) and (4) the Principal Party, as soon as practicable after the date of such Section 13 Event and at its own expense, will:

  • Escrow Arrangements Payment for the Securities shall be received by Prime Trust, LLC (the “Escrow Agent”) from the undersigned by transfer of immediately available funds, credit or debit card, or other means approved by the Company at least two days prior to the applicable Closing Date, in the amount as set forth on the signature page hereto. Upon such Closing Date, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by StartEngine Secure LLC, (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.

  • Soft Dollar Arrangements On an ongoing basis, but not less often than annually, the Adviser will identify and provide a written description to the Board of all “soft dollar” arrangements that the Adviser maintains with respect to the Funds or with brokers or dealers that execute transactions for the Funds, if any, and of all research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party), if any, as a result, in whole or in part, of the direction of Fund transactions to the broker or dealer.

  • Special Arrangements Fees for activities of a non-recurring nature such as reorganizations, and/or preparation of special reports will be subject to negotiation. Fees for a change in fund structure (i.e., Core and Feeder) are subject to negotiation.

  • No Other Arrangements The Acquiror Company is not a party to any agreement, contract or arrangement for services that would result, individually or in the aggregate, in the payment of any amount that would not be deductible by reason of Section 162(m), 280G or 404 of the Code. The Acquiror Company is not a “consenting corporation” within the meaning of Section 341(f) of the Code. The Acquiror Company does not have any “tax-exempt bond financed property” or “tax-exempt use property” within the meaning of Section 168(g) or (h), respectively of the Code. The Acquiror Company does not have any outstanding closing agreement, ruling request, request for consent to change a method of accounting, subpoena or request for information to or from a Governmental Authority in connection with any Tax matter. During the last two years, the Acquiror Company has not engaged in any exchange with a related party (within the meaning of Section 1031(f) of the Code) under which gain realized was not recognized by reason of Section 1031 of the Code. The Company is not a party to any reportable transaction within the meaning of Treasury Regulation Section 1.6011-4.

  • Tax Arrangements 47.1 Where the Contractor is liable to be taxed in the UK in respect of consideration received under this contract, it shall at all times comply with the Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (ITEPA) and all other statutes and regulations relating to income tax in respect of that consideration.

  • Escrow Arrangement The Company and the Purchaser shall enter into an escrow arrangement with Xxxxxxx Xxxxxx & Green, P.C. (the "Escrow Agent") in the Form of EXHIBIT B hereto respecting payment against delivery of the Shares.

  • Understandings or Arrangements Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

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