Buy/Sell; Corporate Governance; Management Fees; Shareholders Agreement Sample Clauses

Buy/Sell; Corporate Governance; Management Fees; Shareholders Agreement. 5.1. Buy/Sell. Purchaser and SDC Prague (each, a "Holder") each agree that if either party proposes to cause a buy/sell of their Contract Shares as provided for in this Section 5.1, such Holder (a "Proposing Holder") shall first deliver to the other Holder (such Holder, a "Receiving Holder") a written notice of the Proposing Holder's intent and each Holder shall then engage, at its own expense, within 20 days from the date of delivery of such notice (the "Notice Date"), an independent appraiser, who shall work with the other Holder's independent appraiser to determine the appraised value (the "Appraised Value") of 100% of the registered capital of TATRA. If either Holder shall fail to appoint an independent appraiser within such 20 day period, then the appraiser appointed by the Holder that does so appoint an appraiser shall make the determination of the Appraised Value for all purposes hereof. If after 30 days from the Notice Date, the Holders' respective independent appraisers cannot agree on the Appraised Value, then the Holders' respective independent appraisers shall engage at the Holders' mutual expense a mutually acceptable third independent appraiser, who shall conclusively determine the Appraised Value. If the two appraisers cannot mutually agree on a third appraiser within
Sample 1
AutoNDA by SimpleDocs

Related to Buy/Sell; Corporate Governance; Management Fees; Shareholders Agreement

  • Shareholders Agreements Any agreement by and between the Shareholder and any Affiliate of the Company;

  • 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).

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

  • 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.

  • Securityholders Agreement The term "Securityholders Agreement" shall mean the Securityholders Agreement dated as of the Closing Date, among Investors, Vestar, the Management Investors, and the other securityholders a party thereto, as it may be amended or supplemented thereafter from time to time.

  • 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.

  • Tax Matters Agreement If the Contributor (1) owns, directly or indirectly, an interest in any Contributed Property specified in the Tax Matters Agreement or (2) has any members that have been provided an opportunity to guarantee debt as set forth in the Tax Matters Agreement, the REIT and the Operating Partnership shall have entered into the Tax Matters Agreement substantially in the form attached as Exhibit D, if applicable.

  • INVESTMENT MANAGEMENT AGREEMENT Separate written agreements entered into (i) by the Manager and the Master Fund and (ii) by the Manager and the Company, pursuant to which the Manager provides investment management services to the Master Fund.

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

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

Time is Money Join Law Insider Premium to draft better contracts faster.