Newco Shareholders Agreement definition

Newco Shareholders Agreement means, in the event that there is no Acceptable Package 2 Purchaser at the conclusion of the Sale Process, a shareholders agreement or limited liability company membership agreement, as applicable, with respect to the Newco Equity, substantially in the form to be included in the Plan Supplement.
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Newco Shareholders Agreement means the shareholders agreement to be entered into among the shareholders of NewCo in the agreed form;
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Newco Shareholders Agreement means NEWCO shareholders’ agreement executed on the date hereof between NEWCO Shareholders;
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Examples of Newco Shareholders Agreement in a sentence

  • Distell Shareholders that elect the Newco Fixed Ratio Option or the Newco Share Only Option and Distell Full Reinvestment Shareholders that participate in the Newco Capital Raise are advised that, by virtue of having elected the Newco Fixed Ratio Option or the Newco Share Only Option, as applicable, and to participate in the Newco Capital Raise, if applicable, they are deemed to (and will) be bound by the provisions of the Newco Shareholders Agreement.

  • On the Effective Date, in the event that there is no Acceptable Package 2 Purchaser at the conclusion of the Sale Process, each Holder of a First Lien Claim that receives Newco Equity shall be deemed to have executed, without any further action by any party, the Newco Shareholders Agreement.

  • In addition, they are reminded that the Newco Shares: (i) will be issued and delivered in Certificated Form; (ii) will not be listed on the JSE or any other stock exchange; and (iii) their transferability will be subject to various restrictions as set out in the Newco Shareholders Agreement (as read with the Newco MOI).

  • Directly or indirectly, or through any Subsidiary or Investee, declare, make or pay, or incur any liability to declare, make or pay, any Distribution, other than, in the case of its Subsidiaries or any Investee, pro rata Distributions made in accordance with its Organizational Documents, the Newco Shareholders Agreement and the Mobilink Shareholders Agreement.

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  • Borrower will have obtained, and delivered to such Initial Lender true and correct copies of such waivers and/or amendments of the provisions of the Newco Shareholders Agreement as may be necessary to permit the consummation of the transactions contemplated by the Loan Documents and to permit Borrower to perform its obligations thereunder.

  • If, and to the extent that, the Pledged Securities of Newco are held in the name of the Agent or its nominee, the Agent agrees that, notwithstanding such registration arrangement, so long as no Event of Default is continuing, Pledgor will be entitled to exercise all rights granted to Pledgor under the Newco Shareholders Agreement, including purchasing Newco shares owned by other Newco shareholders in accordance with the terms of the Newco Shareholders Agreement.

  • The Agent acknowledges that the power of attorney granted to it under this Section 9 will not give it the right, except during the continuance of an Event of Default, to exercise any of the rights granted to the Pledgor under the Newco Shareholders Agreement, other than the right to sell or otherwise dispose of the Pledged Securities of Newco in accordance with the terms of the Newco Shareholders Agreement.

  • As and when received, all reports and other information received by Borrower or any of its Subsidiaries or any Investee with respect to any of its Subsidiaries or any Investee, including pursuant to the Newco Shareholders Agreement or the Mobilink Shareholders Agreement.


More Definitions of Newco Shareholders Agreement

Newco Shareholders Agreement means, collectively, agreements among two or more of 446, RM Sub, Newco or Newco II reflecting, in the aggregate, the terms set out in Schedule "B";
Sample 1
Newco Shareholders Agreement means the Amended and Restated Shareholders' Agreement dated as of August 13, 1997 among Newco, Borrower, Vanguard Pakistan and SAWC, together with the Letter Supplemental to Shareholders Agreement Relating to International Wireless Communications Pakistan Limited dated July 16, 1997 between MIDC, Borrower and SAWC and the letter agreement dated August 13, 1997 among Borrower, Vanguard Pakistan and SAWC regarding certain costs.
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Related to Newco Shareholders Agreement

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

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

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

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

  • 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.

  • 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.

  • 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.

  • 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.

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

  • 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.

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

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

  • 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.

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

  • Restricted Share Agreement means the agreement between the Company and the recipient of a Restricted Share which contains the terms, conditions and restrictions pertaining to such Restricted Shares.

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

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

  • Restricted Stock Agreement means the agreement between the Company and the recipient of a Restricted Share that contains the terms, conditions and restrictions pertaining to such Restricted Share.

  • 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.

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

  • Shareholder Rights Plan means the amended and restated shareholder rights plan agreement dated as of November 10, 2015 between Parent and American Stock Transfer and Trust Company, LLC, as rights agent, as amended and restated as of April 18, 2016 as further amended, restated, succeeded or replaced from time to time, and any similar plan adopted 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.

  • 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.

  • Management Shareholders means Xxxxxx X. Xxxx, Xxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxxxx.

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

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