The Stockholder Agreement Sample Clauses

The Stockholder Agreement. 23 Interests of Certain Persons in the Offer and the Merger.................................................. 24
Sample 1
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The Stockholder Agreement. The following is a summary of certain provisions of the Stockholder Agreement. This summary is qualified in its entirety by reference to the Stockholder Agreement, which is incorporated herein by reference and a copy of which has been filed with the Commission as an exhibit to the Schedule TO. The Stockholder Agreement may be examined and copies may be obtained in the manner set forth in Section 8. In order to induce Parent and Purchaser to enter into the Merger Agreement, pursuant to the Stockholder Agreement, the Xxxxxxx X. Xxxxxx Family Limited Partnership, Xxxxx X. Xxxxxx and Xxxxx X. Xxxxxx (each a "Stockholder" and collectively the "Stockholders"), who own in the aggregate approximately 38 percent of the outstanding Shares on a fully diluted basis, assuming the exercise of all issued and outstanding Company stock options, have agreed to validly tender (or cause the record owner of such Shares to validly tender), and not to withdraw, pursuant to the Offer, not later than the fifth business day after its commencement, all Shares beneficially owned by such Stockholder on the date of the Stockholder Agreement or subsequently acquired by such Stockholder. Each Stockholder has granted Purchaser an irrevocable option to purchase all (but not less than all) of the Shares beneficially owned by such stockholder (the "Option Shares") at the price per Share payable in the Offer, exercisable at any time in whole after (a) the occurrence of any event as a result of which Parent is entitled to receive a Termination Fee under the Merger Agreement or (b) such Stockholder shall have breached certain specified agreements contained in the Stockholder Agreement. Each such option that becomes exercisable will remain exercisable until the later of (x) the date that is 60 days after the date such option became exercisable, and (y) the date that is ten days after the later of the date that all waiting periods under the HSR Act required for the purchase of the Shares upon such exercise shall have expired or been terminated and the date on which all approvals required under Foreign Antitrust Laws have been obtained; provided that if at the expiration of such period there is in effect any injunction or other order issued by any Governmental Entity prohibiting the exercise of such option, the exercise period will be extended until ten (10) days after the date that no such injunction or order is in effect. Each Stockholder has agreed that, unless the Merger Agreement has been ter...
Sample 1
The Stockholder Agreement. The Cherry Family Members have entered into a Stockholder Agreement pursuant to which, among other things, the Cherry Family Members have agreed not to tender their Shares in the Offer and, prior to consummation of the Offer, to contribute to Purchaser the Shares they own in exchange for shares of capital stock of Purchaser. In addition, Purchaser and the Cherry Family Members have agreed at a Stockholders Meeting or in any other circumstances upon which a vote, consent, or other approval with respect to the Merger or the Merger Agreement is sought, to cause all Shares and all Shares acquired by Purchaser in the Offer to be present and voted in favor of the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and each transaction contemplated by the Merger Agreement.
Sample 1
The Stockholder Agreement. The Stockholder Agreement dated as of October 26, 2000, by and between Homestore and Cendant is hereby terminated effective on the date of execution of this Agreement and Homestore shall, within 15 days after the execution of this Agreement, cause its transfer agent to remove from the stock certificates evidencing the Shares, including, without limitation, shares held by Cendant Membership and the Cendant Charitable Trust, any legend referring to the Stockholders Agreement or issue to Cendant Membership or the Cendant Charitable Trust, as the case may be, new certificates free of such legend.
Sample 1
The Stockholder Agreement. The following summary description of the Stockholder Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which we have included as an exhibit to the Schedule TO, which Stockholders may examine and copy as set forth in Section 9—“Certain Information Concerning ACI” above. Stockholders are encouraged to read the full text of the Stockholder Agreement because it is a legal document that govern the actions of the Supporting Stockholder. The Stockholder Agreement is filed as Exhibit (d)(2) to the Schedule TO and is incorporated by reference. Pursuant to the Stockholder Agreement, the Supporting Stockholder agreed, on the terms and subject to the conditions set forth in the Stockholder Agreement, among other things, to validly tender all of the Supporting Stockholder’s Shares in the Offer no later than the tenth business day after the commencement of the Offer. In addition, the Supporting Stockholder has agreed to certain actions in support of the transactions contemplated by the Merger Agreement, including to vote the Shares that such Supporting Stockholder beneficially owns at the time of such vote, at any annual, special or adjourned meeting of the Supporting Stockholder (1) in favor of adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated thereby and (2) against (i) any Takeover Proposal and (ii) any action or agreement that would result in a breach in any respect of any covenant, agreement, representation or warranty of OPAY under the Merger Agreement. As of the date of this Offer to Purchase, the Shares subject to the Stockholder Agreement constitute 10.7% of the Shares on a fully diluted basis as of the date of this Offer to Purchase. Pursuant to the Stockholder Agreement, the Supporting Stockholder has agreed to promptly notify ACI and us of any new Shares acquired by it after the execution date of such Supporting Stockholder’s Stockholder Agreement.
Sample 1

Related to The Stockholder Agreement

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

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

  • 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.

  • 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.

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

  • Stockholders Agreement The Company shall have executed and delivered the Stockholders Agreement.

  • 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).

  • Voting Agreement Stockholder hereby agrees with Parent that, at any meeting of Company's stockholders, however called, and any adjournment or postponement thereof, or in connection with any written consent of Company's stockholders, Stockholder shall vote any Shares with respect to which Stockholder has voting power (i) in favor of approval of the Merger and the Merger Agreement and any actions recommended by the Board of Directors of Company that are required in furtherance of the transactions contemplated thereby; provided that Stockholder shall not be required to vote for any action that would decrease the number of shares of Parent Common Stock to be received by the stockholders of Company in respect of their shares of Company capital stock in the Merger; (ii) against any proposal to authorize any action or agreement that would result in a breach in any respect of any representation, warranty, covenant, agreement or obligation of Company under the Merger Agreement or that would prevent the consummation of the Merger; (iii) against: (A) any proposal by Company to enter into or consent to any Third Party Acquisition (as defined below); (B) any change in the individuals who, as of the date hereof, constitute the Board of Directors of Company (except as contemplated by the Merger Agreement); (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Company and any Third Party (as defined below), other than the Merger; (D) a sale, lease, transfer or disposition of all or substantially all of the assets of Company's business outside the ordinary course of business, or of any assets that are material to its business whether or not in the ordinary course of business, or a reorganization, recapitalization, dissolution or liquidation of Company; (E) any amendment of Company's Certificate of Incorporation or bylaws, except as contemplated by the Merger Agreement; and (F) any other action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement, or any of the transactions contemplated by this Agreement; and (iv) in favor of any proposal to grant Company's management discretionary authority to adjourn any meeting of Company's stockholders for the purpose of soliciting additional proxies in the event that, at any meeting held for the purpose of considering the Merger Agreement, the number of shares of Company Common Stock present or represented and voting in favor of the Merger is insufficient to approve the Merger.

  • Stock Purchase Agreement Each Purchaser understands and agrees that the conversion of the Notes into equity securities of the Company will require such Purchaser’s execution of certain agreements relating to the purchase and sale of such securities as well as any rights relating to such equity securities.

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