Shareholders Agreement Clause Samples

Shareholders Agreement. The term "Shareholders' Agreement" shall have the meaning set forth in Section 6.2(j).

Shareholders Agreement. The Shareholders' Agreement shall have been executed and delivered by each of the Purchasers, the Company and by such number of the Shareholders (as defined therein) as to cause it to be effective.

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 “

Shareholders Agreement. By exercising of any Options, the Option Holder accepts to become a party to any shareholders’ agreements in place among the shareholders or a majority of the shareholders of the Company. The Company requires the Option Holder to issue a separate deed of adherence or similar instrument to this effect.

Shareholders Agreement. Based in part on the representations of Sellers made in this Agreement, the Wireless Shares to be issued in the Acquisition will be issued pursuant to an exemption from registration provided by Section 4(2) of the Securities Act and, if applicable, Regulation D promulgated under the Securities Act and exemptions from qualification under applicable state securities laws. At the Closing, Purchaser and Sellers will enter into a shareholders' agreement in the form attached hereto as Exhibit C (the "SHAREHOLDERS' AGREEMENT"), which shall contain provisions with respect to the rights, obligations and restrictions of Sellers relating to ownership and disposition of the Wireless Shares, including, without limitation, (i) the prohibition of any transfer, sale, assignment or pledge of the Wireless Shares for a period of one year following the Closing Date, in the case of Investcorp, and for a period of six months following the Closing Date, in the case of Damany (provided, however, that nothing shall prohibit the deposit of the Indemnification Shares into escrow pursuant to the Indemnification Escrow Agreement), (ii) the grant by Purchaser of two "demand" registration rights and certain incidental or "piggyback" registration rights covering the Wireless Shares, which registration rights will be exercisable at any time during the period commencing on the date that is the first anniversary of the Closing Date and expiring on the date on which Purchaser's registration obligations under the Shareholders' Agreement shall terminate in accordance with the provisions thereof, and (iii) certain other corporate governance matters. Subject to compliance by Purchaser with its registration obligations under the Shareholders' Agreement, holders of Wireless Shares to be issued in the Acquisition will be wholly responsible for compliance with all U.S. federal and state securities or "blue sky" laws and all applicable foreign securities laws regarding sale, transfer or other disposition of such shares, with cooperation from Purchaser to the extent provided for in the Shareholders' Agreement. Purchaser will file any required AMEX notification forms for a change in the number of shares outstanding and for listing additional shares with respect to the Wireless Shares issued in the Acquisition.

Shareholders Agreement. The Shareholders Agreement shall have been duly executed and delivered by the Company and each Shareholder party thereto.

Shareholders Agreement. The term "Shareholders Agreement" means the agreement governing the rights and obligations with respect to shares of Stock and to holders of Stock (including, without limitation, voting and sale rights), which agreement shall be in such form as the Company determines.

Shareholders Agreement. The Employee has agreed to be bound by ------------------------ the terms of the shareholders' agreements (the "Shareholders' Agreements") heretofore executed by Employee or identified in the stock option agreements heretofore granted to Employee, copies of which are on file in the records of the Company, which Shareholders' Agreements shall be applicable to all shares of common stock issued to Employee upon the exercise of any stock options granted to Employee before or after the date hereof.

Shareholders Agreement. The Shareholders Agreement shall remain in full force and effect.