The Stockholders Agreement. Aduromed, ADRM and the Preferred Holders hereby agree that as of the Effective Time the Stockholders Agreement shall be terminated and of no further force and effect.
The Stockholders Agreement. The Stockholder’s Agreement has been duly authorized and duly executed and delivered by the Parent and constitutes a valid and legally binding agreement of Parent enforceable against Parent in accordance with its terms, subject to the Enforceability Exceptions, and except that rights to indemnity and contribution thereunder may be limited by applicable law and public policy.
The Stockholders Agreement. The Parties acknowledge and agree that this Amendment is an integral part of the Stockholders Agreement. Notwithstanding any provision of the Stockholders Agreement to the contrary, in the event of any conflict between this Amendment and the Stockholders Agreement or any part of either of them, the terms of this Amendment shall control. Any reference to the “Stockholders Agreement” contained herein or in the Stockholders Agreement shall mean the Stockholders Agreement, including and as amended by this Amendment, and any other amendment or addendum to either the Stockholders Agreement or this Amendment.
The Stockholders Agreement. Prior to the execution of the Merger Agreement, Purchaser and Parent entered into a Stockholders Agreement with the Selling Stockholders. The Selling Stockholders beneficially own an aggregate of 1,178,869 Shares (including 548,605 Shares subject to options exercisable within 60 days after October 20, 1999). Pursuant to the Stockholders Agreement, each Selling Stockholder has agreed to tender all of his Shares pursuant to and in accordance with the terms of the Offer not later than the tenth business day after commencement of the Offer. During the term of the Stockholders Agreement, no Selling Stockholder may (a) except pursuant to the Stockholders Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of any of such Selling Stockholder's Shares, (b) except as contemplated by the Stockholders Agreement, grant any proxies or powers of attorney, deposit any Shares into a voting trust or enter into a voting agreement with respect to such Selling Stockholder's Shares, or (c) take any action that would reasonably be expected to make any representation or warranty of such Selling Stockholder contained in the Stockholders Agreement untrue or incorrect in any material respect or have the effect of preventing or disabling such Selling Stockholder from performing his obligations under the Stockholders Agreement. During the term of the Stockholders Agreement, each Selling Stockholder has agreed not to directly or indirectly, solicit or encourage the initiation of (including by way of furnishing information) any inquiries or proposals regarding any merger, sale of assets, sale of shares of capital stock or similar transaction involving the Company or any of its subsidiaries that if consummated would constitute an Alternative Transaction. During the term of the Stockholders Agreement, each Selling Stockholder has agreed to vote each of his Shares at any annual, special or adjourned meeting of the stockholders of the Company (a) in favor of the Merger Agreement and the transactions contemplated thereby, and (b) against (i) any Alternative Transaction, (ii) any proposal or action that would reasonably be expected to result in a breach of any covenant, representation or warranty of the Company set forth in the Merger Agreement, or (iii) any proposal or action that is intended or would reasonably be expected to impede, interfere with, delay or materially and adversely affect the Merger or any of the other transactions contemplated ...
The Stockholders Agreement. As a condition precedent to the award of the Equity Strip and the grant of the Options, you must become a party to the Stockholders Agreement and agree to be bound by the terms and conditions of the Stockholders Agreement.
The Stockholders Agreement. (a) With the exception of the rights provided by and the terms and provisions of Article II of the Stockholders Agreement, Xxxxxxx hereby covenants and agrees that it will take no action or otherwise exercise any right pursuant to the Stockholders Agreement from and after the date hereof until the date following the expiration of the Sales Period. Xxxxxxx further covenants and agrees that, upon execution of the Acquisition Agreement, if applicable, through and until the closing of the acquisition transactions contemplated by such agreement or the termination thereof, it hereby waives its rights under the Stockholders Agreement:
The Stockholders Agreement. 20 5.1 The Stockholders Agreement. . . . . . . . . . . . . . . . 20 5.2 Standstill. . . . . . . . . . . . . . . . . . . . . . . . 22 ARTICLE VI MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . 22 6.1