Stockholder Matters Agreement definition

Stockholder Matters Agreement means the Preferred and Common Stockholder Matters Agreement dated as of December 15, 2008 as attached as Exhibit I hereto. Such Stockholder Matters Agreement will not amended, other than to add Stockholders as parties thereto, without the prior written consent of the Purchaser, which consent will not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, in the event that the holders of the Outstanding Company Shares do not enter into the Stockholder Matters Agreement on or prior to the Effective Time, then any references to such Stockholder Matters Agreement in this Article 2 will be deemed to refer to the Company’s certificate of incorporation, as amended through the Closing Date.
Sample 1

Examples of Stockholder Matters Agreement in a sentence

  • Our first simulation study examines performance of the semiparametric estimator of the within- subject covariance presented in Section 2.

  • Stockholder Matters Agreement, dated as of July 30, 2021, by and among Medina Capital Fund II – SIS Holdco, L.P. and BCEC-Cyxtera Technologies Holdings (Guernsey) L.P.

  • Subject to the approval of HM Revenue and Customs submitted on December 11, 2008 (the “HMRC Approval”) with respect to the U.K. Options granted under the Oxford Semiconductor Limited Inland Revenue Approved Executive Share Option Scheme, at the Effective Time all unexercised options and/or other rights to purchase shares of Common Stock granted under the U.K. Plans will lapse pursuant to the terms of the U.K. Plans and, as applicable, the Stockholder Matters Agreement.

  • Stockholder Matters Agreement, dated as of July 30, 2021, by and among Medina Capital Fund II– SIS Holdco, L.P. and BCEC- Cyxtera Technologies Holdings (Guernsey) L.P.

Related to Stockholder Matters Agreement

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

  • Shareholders Agreement shall have 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.

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

  • 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.

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

  • 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.

  • Employee Matters Agreement means the Employee Matters Agreement to be entered into by and between Parent and SpinCo or the 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.

  • 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.

  • 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).

  • 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.

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

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

  • Intellectual Property Matters Agreement means the Intellectual Property Matters Agreement to be entered into by and between Parent and SpinCo or the 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.

  • 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.

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

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

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • SPS Agreement means the Agreement on the Application of Sanitary and Phytosanitary Measures which is a part of the WTO Agreement; Subheading means the first six digits in the tariff classification number under the HS; Territory means:

  • Holdings LLC Agreement means the Amended and Restated Limited Liability Company Agreement of Holdings dated as of the Closing Date.

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Acquisition Agreement Representations means such of the representations made by or on behalf of the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the accuracy of any such representation is a condition to the obligations of Holdings or an Affiliate thereof to close under the Acquisition Agreement or Holdings (or an Affiliate thereof) has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Original LLC Agreement has the meaning set forth in the Recitals.

  • Joint Powers Agreement means that certain Joint Powers Agreement dated June 27, 2017, as amended from time to time, under which Buyer is organized as a Joint Powers Authority in accordance with the Joint Powers Act.

  • Sponsorship Agreement means a document that estab- lishes an advanced licensee as a sponsor for a basic licensee.