Principal Shareholder Agreement definition

Principal Shareholder Agreement means the shareholder agreement, dated the date hereof, between the Company and the Purchaser, in the form attached hereto as Exhibit B.
Sample 1

Examples of Principal Shareholder Agreement in a sentence

  • If requested by Cornerstone, Shareholder agrees that the following legend shall be conspicuously noted on each certificate representing his or her Shares: "The shares represented by this certificate are subject to a Principal Shareholder Agreement dated as of February 19, 2003.

  • If requested by Cornerstone, Shareholder agrees that the following legend shall be conspicuously noted on each certificate representing his or her Shares: “The shares represented by this certificate are subject to a Principal Shareholder Agreement dated as of February 19, 2003.

  • The Shareholder has the sole right to vote such Subject Shares, and none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of such Subject Shares, except as contemplated by the Principal Shareholder Agreement.

  • A-1: Accredited Investor Questionnaire A-2: Stock Certificate Questionnaire B: Principal Shareholder Agreement C: Registration Rights Agreement D: Form of Opinion of Company Counsel E: Form of Secretary’s Certificate F: Form of Company’s Compliance Certificate G: Form of Purchaser’s Compliance Certificate EXHIBIT A-1 ACCREDITED INVESTOR QUESTIONNAIRE (ALL INFORMATION WILL BE TREATED CONFIDENTIALLY) To: Xxxxxxx Technologies, Inc.

  • If requested by Cornerstone, Shareholder agrees that the following legend shall be conspicuously noted on each certificate representing his or her Shares: “The shares represented by this certificate are subject to a Principal Shareholder Agreement dated as of February __, 2003.

  • This Agreement supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof, other than such agreements and understandings set forth in the Exchange Agreement, the Principal Shareholder Agreement and the Shareholders Agreement, provided that in the event of any inconsistency between the Exchange Agreement and this Agreement (or any document delivered pursuant hereto), the terms and conditions of the Exchange Agreement shall control.

  • There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein, in the Exchange Agreement, the Principal Shareholder Agreement and the Shareholders Agreement.

  • ENFORCEMENT APPENDICES APPENDIX A - Index of Defined Terms APPENDIX B - Amended and Restated Articles of Incorporation of Transmission Sub EXHIBITS EXHIBIT A - Principal Shareholder Agreement EXHIBIT B – Rollover Agreement AGREEMENT AND PLAN OF SHARE EXCHANGE dated as of November 4, 2005, between Cap Rock Holding Corporation, a Delaware corporation (“Parent”), and Cap Rock Energy Corporation, a Texas corporation (the “Company”).

  • Except to the extent that such costs and expenses represent Damages (as defined in the Company Principal Shareholder Agreement) suffered by one party by reason of a breach of this Agreement by another party, each party to this Agreement shall bear its own costs and expenses in connection with the Transaction Documents and the Transactions.

  • This Agreement, the Exchange Agreement, the Principal Shareholder Agreement and the Shareholders Agreement, and the documents referred to herein and therein or delivered pursuant hereto or thereto which form a part hereof or thereof contain the entire understanding of the parties with respect to the subject matter hereof.

Related to Principal Shareholder Agreement

  • 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.

  • 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.

  • Principal Shareholders means Xxxx X. Xxxx, Xxx X. Xxxxxxx and Xxxxx X. Xxxxxx, and their respective assignees or successors in interest.

  • Principal Shareholder means any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding Shares of any class or series and shall include any affiliate or associate, as such terms are defined in clause (ii) below, of a Principal Shareholder. For the purposes of this Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding share options granted by the Trust) or (ii) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which its "affiliate" or "associate" (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

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

  • 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.”

  • 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.

  • 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.

  • 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.

  • Principal Stockholder means, collectively, (i) the Sponsor and (ii) any affiliate or successor of a person referenced in clauses (i) and (ii) of this definition.

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

  • Initial Shareholders means the Sponsor, the Directors and officers of the Company or their respective affiliates who hold shares prior to the IPO;

  • Principal Stockholders CERTAIN TRANSACTIONS," "DESCRIPTION OF SECURITIES," and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects;

  • 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 Shareholders means holders of Company Shares.

  • 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.

  • Series B Purchase Agreement means the Series B Preferred Stock Purchase Agreement with respect to the purchase and sale of shares of the Company’s Series B Preferred Stock, dated as of the date hereof, by and among the Company and the Series B Investors, as it may be amended from time to time.

  • Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.

  • 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.

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

  • Company Shareholder means a holder of one or more Company Shares;

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

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

  • Share Purchase Agreement has the meaning set forth in the Recitals.