Amendment to and termination of the 2004 Shareholders Agreement Sample Clauses

Amendment to and termination of the 2004 Shareholders Agreement. The Sellers, being the sole parties to the 2004 Shareholders Agreement, hereby agree that said agreement will be terminated upon Completion and will be of no effect after Completion. The Sellers further agree and acknowledge that as from signing of this Agreement and until and subject to Completion, this Agreement supersedes, terminates and replaces the 2004 Shareholders Agreement for all matters but only for the matters being the subject of this Agreement, including the provisions set forth in articles 5.1, 5.4, 7, 9 (tenth indent), 10.2 and 11 of the 2004 Shareholders Agreement. [***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Schedule 1 - Sellers [***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Schedule 2 – Shares and Company’s warrants Details as at the Agreement Date [***]/[---] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Schedule 3 – Conditions Precedent Conditions precedent to Completion (clause 3.1) Condition Party entitled to benefit
Sample 1
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Related to Amendment to and termination of the 2004 Shareholders Agreement

  • Termination of Shareholders Agreement Each of the Parties agrees that upon the Closing, the Shareholders’ Agreement shall be, without any further action required by any Party, terminated immediately, in its entirety and shall be of no further force or effect, including without limitation, each of the provisions of Section 8.3 thereof.

  • Termination of Stockholders Agreement The Stockholders, the Company and the other parties thereto hereby agree to terminate the Stockholders Agreement, including any and all annexes or exhibits thereto, as of the Effective Time. The provisions of the Stockholders Agreement shall not survive its termination, and shall have no further force from and after the Effective Date, nor shall any party to the Stockholders Agreement have any surviving obligations, rights or duties thereunder.

  • Shareholders Agreement For so long as the ratio of the number of the Equity Securities owned by the Star Group on a fully diluted basis divided by the number of the Equity Securities owned by the Investor Group on a fully diluted basis is at least 0.6, the Guarantor may not take any of the actions set forth in schedule II of the Shareholders’ Agreement without the prior written approval of Star. For the purpose of this clause “on a fully diluted basis” means taking into account any shares issued or issuable under warrants, options and convertible instruments (or other equity equivalents).

  • Termination of Consulting Agreement As of the Effective Date, the Consulting Agreement is hereby terminated and is of no further force or effect.

  • Stockholders Agreement Investor and the other parties to the Stockholders Agreement shall have executed and delivered the Stockholders Agreement to the Company.

  • Amendment to Employment Agreement The Employment Agreement is hereby amended as follows:

  • Amendment; Waiver and Termination This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, holding a majority of the shares of Transfer Stock then held by all of the Key Holders, (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants), respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultants, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

  • Termination of Management Agreement Evidence of the termination of any and all management agreements affecting the Property, effective as of the Closing Date, and duly executed by Seller and the property manager.

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

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