Shareholders Agreement Amendment definition
Examples of Shareholders Agreement Amendment in a sentence
The PPM, the Certificate of Designation, the Shareholders Agreement Amendment and the Investor Rights Agreement, in the forms attached hereto as exhibits, are true, correct and complete and have not been amended or modified in any respect.
As of the Closing, the Shareholders Agreement Amendment shall be in full force and effect.
Shareholders of Buyer that are parties to the Shareholders Agreement and that, collectively, are sufficient to pass an amendment to the Shareholders Agreement have, on or before the date hereof, executed and delivered to Buyer and the Selling Shareholders the Shareholders Agreement Amendment, which shall automatically become effective upon the Closing.
The Seller’s signature to the Shareholders Agreement Amendment shall become effective after Completion upon delivery by the Buyer of the Amendment Notice in accordance with the previous sentence, and until such time, shall be held to the order of the Seller and shall not be effective for any purpose.
If, prior to the delivery of the Amendment Notice, the Seller notifies the Buyer of its disposal of the Class A Share, the Seller’s signature with respect to the Shareholders Agreement Amendment shall terminate and be of no effect for any purpose.
If after Completion the other parties to the Shareholders Agreement Amendment duly execute the Shareholders Agreement Amendment in the form set out in Schedule 5 (and not, for clarity, in any other form or subject to any amendment, change or additional term), then the Buyer shall provide notice (the Amendment Notice) to the Seller attaching the fully executed Amendment.
Neither the coming into effect of the Shareholders Agreement Amendment or the signature of any other party to the Shareholders Agreement Amendment shall be a condition to Completion, a closing deliverable or affect Completion in any way.
At Completion, the Seller will deliver to the Buyer a duly executed signature page to the Shareholders Agreement Amendment.
There are no binding agreements or understandings among the parties with respect to the transactions contemplated by this Agreement other than as expressly set forth in this Agreement, the Shareholders' Agreement Amendment or the Registration Rights Agreement Amendment.
The Seller, the Company and all other parties to the Shareholders' Agreement shall have entered into an amendment to the Shareholders' Agreement in a form and substance satisfactory to the Purchaser in its sole discretion (the "Shareholders' Agreement Amendment").