Second Shareholders definition
Examples of Second Shareholders in a sentence
For the purposes of giving this opinion, we have examined the Share Purchase Agreement and a second amended and restated shareholders agreement dated _______________ and made between the Company, the Former Preferred Holders and the Target Holders (as defined therein) (the "Second Shareholders Agreement").
The Share Purchase Agreement and the Second Shareholders Agreement are collectively referred to as the "Documents" (which term does not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).
This Agreement shall have been duly approved by holders of Shares constituting the Company Requisite Vote at the Second Shareholders Meeting and shall have been duly approved by the sole shareholder of Merger Sub in accordance with applicable law and the articles of incorporation and by-laws of each such corporation, and the issuance of Parent Common Stock pursuant to the Merger shall have been duly approved by the holders of Parent Common Stock constituting the Parent Requisite Vote.
The Company shall exercise its best efforts to deliver or cause to be delivered to Parent, prior to the date of the Second Shareholders Meeting, from each affiliate of the Company identified in the foregoing list (as the same may be supplemented as aforesaid), a letter dated as of the Second Shareholders Meeting substantially in the form attached as Exhibit A-1 (the "Affiliates Letter").
The Company will take, in accordance with applicable law and its articles of incorporation and by-laws, all action necessary to convene a meeting of holders of Shares (the "Second Shareholders Meeting") as promptly as practicable after the post-effective amendment to the S-4 Registration Statement is declared effective to consider and vote upon the approval of this Agreement.
At least ten business days prior to the date of the Second Shareholders Meeting, the Company shall deliver to Parent a list of names and addresses of those Persons who are, in the opinion of the Company, as of the time of the Second Shareholders Meeting referred to in Section 6.4.A., "affiliates" of the Company within the meaning of Rule 145 under the Securities Act.
The Shareholders’ Assembly shall be chaired by the Chairman, who will be elected by the Second Shareholders, to act as the Chairman for the Assembly.
FURTHER RESOLVED, that the Second Shareholders Agreement, in the form attached hereto as Exhibit D.
Except with respect to the Shareholders Agreement, which shall remain in full force and effect except as provided in Section 1 of the Second Shareholders Agreement, and except with respect to the First Subscription Agreement and the Second Subscription Agreement, this Agreement supersedes all prior agreements or understandings (including but not limited to the Second Shareholder Agreement except as set forth herein) between the parties or any of them respecting the Shares.
Any shares acquired pursuant to the Option described in this Section 7(b) will be subject to all terms and conditions of that certain Second Shareholders Agreement, dated June 17, 1999, as amended from time to time (the "Shareholders Agreement"), including without limitation Lante's repurchase right at fair market value described in Section 9 thereof (the "Repurchase Right").