Amended and Restated Tengelmann Stockholder Agreement definition

Amended and Restated Tengelmann Stockholder Agreement means the Amended and Restated Tengelmann Stockholder Agreement, dated as of the date hereof, between the Company and Tengelmann.
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Amended and Restated Tengelmann Stockholder Agreement means the Amended and Restated Tengelmann Stockholder Agreement, dated as of August 4, 2009, between the Corporation and Tengelmann.
Sample 1

Examples of Amended and Restated Tengelmann Stockholder Agreement in a sentence

  • Tengelmann and the Company shall have entered into the Amended and Restated Tengelmann Stockholder Agreement and the closing under the Tengelmann Investment Agreement shall occur concurrently with, and be subject to, the Closing hereunder and each of the Amended and Restated Tengelmann Stockholder Agreement and the Tengelmann Investment Agreement shall be in the form delivered to the Investors on the date hereof.

  • The Company has all necessary corporate power and authority to execute and deliver this Agreement, the Tengelmann Investment Agreement, the Amended and Restated Stockholder Agreement and the Amended and Restated Tengelmann Stockholder Agreement (collectively, the “Ancillary Agreements”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

  • For the avoidance of doubt, this Article XI is intended to codify certain of the rights of Tengelmann in accordance with the Amended and Restated Tengelmann Stockholder Agreement.

  • In the event of any inconsistency between the Amended and Restated Tengelmann Stockholder Agreement and any provision of the By-Laws or corporate governance policies and guidelines of the Corporation, the provisions of the Amended and Restated Tengelmann Stockholder Agreement will control, to the extent permitted by applicable Law.

  • Amended and Restated Tengelmann Stockholder Agreement, dated as of August 4, 2009, by and between the Company and Tengelmann (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the Securities and Exchange Commission on August 5, 2009).

  • The Company has not granted or agreed to grant, and is not under any obligation to provide, any rights (including “piggy-back” registration rights) to register under the Securities Act any of its presently outstanding securities or any of its securities that may be issued subsequently, except for those contained in the Amended and Restated Stockholder Agreement and the Amended and Restated Tengelmann Stockholder Agreement.

  • All papers filed with the Clerk in any action or proceeding shall remain in the Clerk's office except when required by the Court.

Related to Amended and Restated Tengelmann Stockholder Agreement

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.

  • Amended and Restated Bylaws means the Amended and Restated Bylaws of the Fund in effect at the time the Registration Statement relating to the Preferred Shares is declared effective by the Securities and Exchange Commission, specifying the powers, preferences and rights of the Preferred Shares.

  • Amended and Restated Registration Rights Agreement has the meaning set forth in the Recitals.

  • Investor Rights Agreement means the Investor Rights Agreement, dated as of the date of this Agreement, between the Company and each of the Purchasers, in the form of Exhibit A hereto.

  • Stockholders Agreement means the Stockholders Agreement, dated as of the date hereof, by and among the Company and the other parties thereto.

  • Voting Agreement has the meaning set forth in the Recitals.

  • Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.

  • Standstill Agreement shall have the meaning set forth in Section 6.03.

  • Shareholders Agreement shall have the meaning set forth in the Recitals.

  • Investors Agreement has the meaning set forth in Section 6.01(e).

  • Common Stock Purchase Agreement means an agreement among the Investor and/or PJC, Emergent and any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer and elects to participate, substantially in the form attached hereto as Exhibit A, pursuant to which Emergent will issue and sell (a) to the Investor and/or PJC, in the aggregate, 75,000,000 Shares at a price of $0.20 per share, and (b) to any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer that so requests, for every $1,000.00 of principal amount of Convertible Notes that it tenders into the Convertible Note Exchange Offer, 500 Shares at a price of $0.20 per share; provided, that the aggregate maximum number of Shares to be so issued and sold to the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer pursuant to the Common Stock Purchase Agreement shall not exceed 40,000,000.

  • Founder Shares Purchase Agreement shall have the meaning given in the Recitals hereto.

  • Parent Agreement has the meaning given to it in Clause 12;

  • Exchange Agreement has the meaning set forth in the Recitals.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Management Stockholder’s Agreement means that certain Management Stockholder’s Agreement between the Optionee and the Company.

  • Restricted Stock Purchase Agreement means a written agreement between the Company and the Optionee evidencing the terms and restrictions applying to stock purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the Notice of Grant.

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • Stock Purchase Agreement means the agreement between the Company and a Purchaser who acquires Shares under the Plan that contains the terms, conditions and restrictions pertaining to the acquisition of such Shares.

  • Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.

  • Investor Agreement means that certain Investor Agreement between the Investor and the Company, to be dated as of the Closing Date, in substantially the form of Exhibit A attached hereto, as the same may be amended from time to time.

  • Investment Agreement shall have the meaning set forth in the Recitals hereto.

  • Put Option Agreement has the meaning set forth in the recitals.