New Securityholders Agreement definition

New Securityholders Agreement means that certain securityholders agreement that will govern certain matters related to the governance of Reorganized Hornbeck, the New Equity, and the New Jones Act Warrants which shall be consistent with the terms and conditions set forth in the New Corporate Governance Term Sheet, and which shall be subject in all respects to the Consenting Creditor Approval Rights.
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New Securityholders Agreement means the new securityholders’ agreement to be entered into pursuant to Clause 18.1 of the Securityholders’ Agreement on a Pubco Merger;
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Examples of New Securityholders Agreement in a sentence

  • The New Securityholders Agreement shall include appropriate provisions assuring the compliance with the Jones Act.

  • On the Effective Date, Reorganized Hornbeck shall enter into and deliver the New Securityholders Agreement, in substantially the form included in the Plan Supplement, to each Holder of New Equity and New Warrants, and such parties shall be deemed to, without further notice or action, to have agreed to be bound thereby as if an original party thereto as a “Securityholder,” in each case without the need for execution by any party thereto other than Reorganized Hornbeck.

  • Furthermore, there will be no change to the provisions of the New Securityholders Agreement (as defined in Item 8) and related Side Letter to the New Securityholders Agreement, including the provisions thereof regarding the membership of Catalina’s Board of Directors as discussed at Item 8, as a result of the additional investments.

  • All of the New Equity and the New Jones Act Warrants issued under the Plan shall be duly authorized, validly issued, fully paid, and non-assessable consistent with the terms of the New Securityholders Agreement and the New Jones Act Warrant Agreement.

  • Receipt by any Person or Entity of New Equity or the New Warrants shall be deemed as its agreement to the New Corporate Governance Documents and its agreement that it is a party to, and bound by all terms and conditions of, the New Securityholders Agreement as if an original party thereto as a “Securityholder,” as the same may be amended or modified from time to time following the Effective Date in accordance with their terms.

  • No material corporate governance or enterprise risk management changes are presently contemplated following the closing of the Proposed Acquisition except for the corporate governance changes regarding Catalina as disclosed in Item 8– i.e., pursuant to the New Securityholders Agreement and related Side Letter.

  • Under the New Securityholders Agreement, among other matters, Catalina’s Board of Directors will consist of nine members as follows: (a) five members who effectively are appointed by the Limited Partnerships (the “AGM-Appointed Directors”); (b) two members who are appointed by certain Management Sellers; and (c) two independent members who effectively are appointed by the Limited Partnerships.

  • A copy of the New Securityholders Agreement, with certain provisions redacted as agreed with the Department following its in camera review, is attached as Exhibit P.

  • A copy of the Side Letter to the New Securityholders Agreement, with certain provisions redacted as agreed with the Department following its in camera review, is attached as Exhibit Q.

  • No material corporate governance or enterprise risk management changes are presently contemplated following the closing of the Proposed Acquisition except for the corporate governance changes regarding Catalina as disclosed in Item 8 – i.e., pursuant to the New Securityholders Agreement and related Side Letter.

Related to New Securityholders Agreement

  • Securityholders Agreement means the Securityholders Agreement of the Company, dated as of May 5, 1998, as the same has been and may be amended from time to time.

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

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

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

  • Shareholders' Agreements shall have the meaning provided in Section 5.05.

  • Members Agreement means the members’ agreement among the Exchange and each Person who, from time to time, is accepted as and becomes a member of the Exchange under the Exchange requirements.

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

  • 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.

  • Seller's Agreement An agreement for the origination and sale of Mortgage Loans generally in the form of the Seller Contract referred to or contained in the Program Guide, or in such other form as has been approved by the Master Servicer and the Company, each containing representations and warranties in respect of one or more Mortgage Loans consistent in all material respects with those set forth in the Program Guide.

  • 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 Agreement has the meaning set forth in the Recitals.

  • Tax Matters Agreement means the Tax Matters Agreement to be entered into by and between Parent and SpinCo or any members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

  • 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.

  • LLC Agreement has the meaning set forth in the recitals.

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

  • Company LLC Agreement means the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of May 25, 2011, as amended from time to time.

  • Existing Registration Rights Agreement shall have the meaning given in the Recitals hereto.

  • Initial LLC Agreement has the meaning set forth in the recitals to this Agreement.

  • IDR Transfer Agreement means an agreement to transfer, subject to the terms of Tariff, Part VI, section 237, Incremental Deliverability Rights to a party for the purpose of eliminating or reducing the need for Local or Network Upgrades that would otherwise have been the responsibility of the party receiving such rights. Immediate-need Reliability Project: “Immediate-need Reliability Project” shall have the same meaning provided in the Operating Agreement.

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

  • Membership Agreement means the agreement between the Foundation and each Member regarding each such Member’s rights and obligations as a Member.

  • Investors’ Rights Agreement means the agreement among the Company and the Purchasers and certain other stockholders of the Company dated as of the date of the Initial Closing, in the form of Exhibit E attached to this Agreement.

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

  • Initial Holders has the meaning set forth in the preamble.

  • Put Option 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.