The Stockholders Agreement Clause Samples

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. 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. On June 10, 1999, the Stockholders' Agreement was executed by and among Parent, IBA GP, Purchaser and the Selling Stockholders. The following summary of the material terms of the Stockholders' Agreement is qualified in its entirety by reference to the copy of the Stockholders' Agreement filed as an Exhibit to the Schedule 14D-1. VOTING OF SHARES. Each Selling Stockholder agrees that during the period commencing as of the date of the Stockholders' Agreement, and continuing until the Closing Time or 45 days after the termination of the Merger Agreement in accordance with its terms, whichever first occurs, each Selling Stockholder shall vote (or cause to be voted) the Shares held of record or beneficially owned by each Selling Stockholder at any meeting of the holders of the Shares, whether owned on June 10, 1999, or thereafter, (i) in favor of approval of the Merger Agreement, all transactions contemplated thereby and any actions required in furtherance of the Merger Agreement or the Stockholders' Agreement (including election of such directors of the Company as Parent is entitled to designate pursuant to the Merger Agreement); (ii) against any action or agreement that is intended, or could reasonably be expected, to impede, interfere with, or prevent the Offer or the Merger or result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its subsidiaries under the Merger Agreement or the Stockholders' Agreement; and (iii) except as specifically requested in writing in advance by IBA, against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement and the Stockholders' Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries or affiliates; (B) a sale, lease, transfer or disposition by the Company or any of its subsidiaries of any assets outside the ordinary course of business or any assets which in the aggregate are material to the Company and its subsidiaries taken as a whole, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries or affiliates; (C) (i) any change in the present capitalization of the Company or any amendment of the Company's charter or Bylaws; (ii) any other material change in the Company's or any of its subsidiaries' corporate structure or business; or (ii...

The Stockholders Agreement. A. The parties to the Stockholders Agreement hereby release any obligations not heretofore fulfilled to contribute capital to topjobs (usa). B. The parties hereby acknowledge and agree that Larr▇ ▇▇▇▇▇ ▇▇ no longer on the Operational Executive of topjobs (uk), Secretary of topjobs (usa) or otherwise an officer, representative or agent of either topjobs (uk) or topjobs (usa), having previously resigned from all positions with topjobs (uk) and topjobs (usa). C. Effective immediately, Mr. ▇▇▇▇▇ ▇▇▇▇▇, Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Mr. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ no longer directors of the topjobs (usa). DiSX hereby agrees to their removal and does vote to remove them, and hereby agrees that it has no further rights under the Stockholders Agreement to appoint directors of topjobs (usa). D. It is acknowledged and agreed that, except as topjobs (uk), in its sole discretion, may otherwise determine, all Former DiSX Employees shall cease to be employees of topjobs (usa) on January 31, 2000. E. All books and records relating to topjobs (usa) shall be delivered immediately to such person or entity as may be directed by Bria▇ ▇▇▇▇▇▇ ▇f topjobs (uk). F. In consideration of the release of DiSX from certain obligations topjobs (usa) and topjobs (uk) as described herein, on the date hereof DiSX hereby agrees to transfer to tobjobs (uk) or its designee all of DiSX's right and interest in and to all shares and interests of DiSX in topjobs (usa) provided, that no such transfer may be effective until such time as DiSX is legally authorized to effect the same, and topjobs (uk) is legally authorized to accept the same, under applicable law and court orders. DiSX shall deliver to topjobs (uk) or its designees such stock powers and other rights as topjobs (uk) may reasonably request to evidence the foregoing from time to time. DiSX hereby agrees, in consideration of the benefits being derived by DiSX pursuant to this agreement, that DiSX shall not dispose of any of such shares of topbjobs (usa) or any interest therein, directly or indirectly, for a period of 5 years or until the same are acquired by topjobs (uk) or its designee, as herein provided, and that any attempted disposition of such shares or any rights therein (including, without limitation, voting rights) shall be null and void ab initio. DiSX hereby further agrees that it shall vote its shares for dissolution of topjobs (usa) and otherwise cooperate in effecting the same in the event that it is requested by topjobs (uk) to do so, which ...

The Stockholders Agreement. Each of the Company and the Management Stockholders shall have executed and delivered the Stockholders' Agreement to the Purchaser.

The Stockholders Agreement. (a) With the exception of the rights provided by and the terms and provisions of Article II of the Stockholders Agreement, ▇▇▇▇▇▇▇ 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. ▇▇▇▇▇▇▇ 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: (1) in connection with the transactions contemplated thereby as follows: (i) the provisions of Section 3.2 of the Stockholders Agreement regarding the right of first refusal with respect to a transfer of Common Stock, including the notice provisions relating thereto; (ii) the provisions of Section 5.3 of the Stockholders Agreement requiring that in the event of the sale of assets of Furr's, the applicable purchase agreement shall provide that the purchaser will assume any supply agreement between ▇▇▇▇▇▇▇ and Furr's then in effect; (iii) the provisions of clause (f) of Section 5.4 of the Stockholders Agreement with respect to notice to ▇▇▇▇▇▇▇ regarding the terms, provisions and documents relating to a transaction involving Furr's; (iv) the provisions of Section 5.7 of the Stockholders Agreement regarding the right of first offer with respect to a transfer of Common Stock, including the notice provisions relating thereto; and (v) the provisions of Section 6.1 of the Stockholders Agreement regarding preemptive rights; or (2) which are inconsistent with the provisions of this Agreement (or the other agreements contemplated hereby), including but not limited to the provisions of Article III (Restrictions on Transfer; Rights of First Refusal), Article IV (Tag-Along Rights); Article V (Right to Compel Sale or IPO Event); Article VI (Preemptive Rights); and Article VII (Put and Call Rights on Management Stock). (b) Concurrently with the Parties' execution of this Agreement, each of the members of the Windward Group shall have executed and delivered to ▇▇▇▇▇▇▇ and Furr's a waiver, in form attached hereto as EXHIBIT H (the 'Windward Waiver"), by the terms and provisions of which each member of the Windward Group, with the exception of the rights provided by and the terms and provisions of Article II of the Stockholders Agreement, shall coven...

The Stockholders Agreement. 20 5.1 The Stockholders Agreement. . . . . . . . . . . . . . . . 20 5.2 Standstill. . . . . . . . . . . . . . . . . . . . . . . . 22 ARTICLE VI MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . 22 6.1

The Stockholders Agreement. All other documents, instruments and writings required by this Agreement to be delivered by the Buyers at the Series A Closing.

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.