Company Stockholder Loans Sample Clauses

Company Stockholder Loans. Notwithstanding anything to the contrary contained herein, the Company shall use commercially reasonable efforts to procure that all Company Stockholder Loans are paid in full or otherwise satisfied in accordance with the Management Stock Plan prior to the Closing; provided, however, that in the event that any Company Stockholder Loan has not been paid or otherwise satisfied in full as of immediately prior to the Closing, the Company shall have the right to sell such Company Stockholder Loans to EIS for a cash payment by EIS to the Company equal to the outstanding balance (including accrued interest) of such Company Stockholder Loans (without any recourse or liability to any of the Company Entities).
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Company Stockholder Loans. Notwithstanding anything to the contrary contained in Section 6.1, for the purpose of financing working capital requirements or any transaction permitted pursuant to Section 6.1, the Company Stockholders may from time to time lend or extend credit to the Company or any of its Subsidiaries and enter into any other agreements with the Company or any of its Subsidiaries providing for the incurrence of indebtedness by the Company and any of its Subsidiaries; provided, however, that (i) no indebtedness may be incurred under this Section 7.12 unless TGI is prohibited under the Credit Agreement from lending any additional amount to TNG or other Affiliates thereof, (ii) the Company shall provide the Buyer with reasonable notice of its intention to incur any such indebtedness, (iii) any indebtedness incurred by the Company and its Subsidiaries pursuant to this Section 7.12 (x) shall not exceed $30 million in the aggregate, (y) shall not be subject to an annual interest rate in excess of market rates for similar loans from a third party lender (the “Company Stockholder Indebtedness”) and (iv) prior to incurring any such indebtedness, (x) the Company or any of its Subsidiaries, as the case may be, shall first offer the Buyer the right to make any such loan or extension of credit to the Company or such Subsidiary, which shall be accepted or rejected by the Buyer within 10 business days after receipt of the notice described in clause (ii) above (with a failure to respond by the Buyer within such time period being deemed a rejection of such offer), and (y) following a rejection of such offer by the Buyer, the Company or such Subsidiary will not incur indebtedness on terms less favorable to the Company or such Subsidiary than those offered to the Buyer without first offering the Buyer the right to make such loan or extension of credit to the Company or such Subsidiary on such less favorable terms (which must be accepted or rejected by the Buyer within 10 business days after receipt of notice, with a failure to respond within such time period being deemed a rejection thereof). The Buyer covenants and agrees that it shall cause the Company to repay to the Company Stockholders immediately following the Closing any and all amounts owing in respect of the principal amount of the Company Stockholder Indebtedness, and any interest thereon.
Sample 1
Company Stockholder Loans. On or before the Closing Date, the Buyer shall takeover and assume the obligation of the repayment of the loans made by the Company Stockholders or their Affiliates to the Company prior to the date of this Agreement disclosed by the Company in the Disclosure Letter (the “Company Stockholder Loans”), so that as at the Closing Date, the Company shall have either a positive stockholders equity or capital of not less than United States One Thousand Dollars (USD $1,000.00). Loans shall be evidenced by a five year note of the Buyer, fully subordinated to all other debt and creditors of the Buyer and the Company, and bearing interest at an annual rate equal to LIBOR for twelve month United States dollars interbank deposits as fixed by BBA plus a margin of three (3) percent (the “Note”). Loans shall be repaid by the Buyer as follows: (i) on October 1, 2009, the Company shall repay $ 250,000 provided that there’s a minimum amount of $ 1,600,000 available on the accounts of the Company. In case such amount is not available on the accounts on October 1, 2009 repayment of this tranche is due whenever the amount is made available on the accounts; (ii) on January 1, 2010, a further sum of $ 250,000 is repayable from the available Excess Cash; (iii) the outstanding amount of the Loan is repayable on January 1, 2011. Parties expressly set forth that the condition of the repayment of the Loan (or any tranche of the Loan) shall be the availability of Excess Cash. In case such condition is not met on a due date of repayment as set forth above the availability of Excess Cash shall be checked quarterly and repayment shall take place immediately after such condition met.
Sample 1
Company Stockholder Loans. If permitted under Hungarian law, on or before the Closing Date, the Company Stockholders shall eliminate the stockholder deficit in the Company by exchanging the total outstanding amount of all loans and advances made by any or all of the Company Stockholders or their Affiliates to the Company prior to the date of this Agreement (the “Company Stockholder Loans”) for an amount of Buyer Preference Shares set forth below, so that as at the Closing Date, the Company shall have either a positive stockholders equity or capital of not less than United States One Thousand Dollars (USD $1,000.00). In either event, the Buyer Preference Shares issued in exchange for Company Stockholder Loans, or (if such exchange is not permitted under Hungarian law), the notes or other instruments evidencing the Company Stockholder Loans shall contain the terms and conditions set forth in Section 2.2(d) below.
Sample 1
Company Stockholder Loans. 49 7.13 Nonsolicitation...........................................................50 7.14 Transfer of Permits/Financial Assurance...................................50 7.15 Environmental Review......................................................50 7.16
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Company Stockholder Loans. On or before the Closing Date, STF shall takeover and assume the obligation of the repayment of all outstanding loans made by either the Company Stockholder or it’s owners, Xxxxxx Xxxxxxxx and Xxxxxx Xxxxxxx or their Affiliates to the Company prior to the date of this Agreement (the “Stockholder Loans”) in the aggregate amount of HUF 223,176,999 ((USD)$1,174,616). The Stockholder Loans shall be evidenced by a five year note of STF (the “Note”); which Note shall be elibigble for full or partial prepayment to the Company Stockholders on the earliest to occur of: (i) receipt of a Euro Thirty Million (€30.0 million) down payment by the Company under its Thin film Silicon Photovoltaic Solar Module Process Line sale and purchase agreement, dated January 7, 2010, with China City Investments Limited (the “China City Contract”), provided sufficient funds remain from said down payment to fully meet all obligations under the China City Contract, (ii) receipt of net proceeds, if any, in excess of $3,500,000, raised by STF in the “STF Financing” referred to in Section 3.9 below; or (iii) out of “excess cash flow of the Corporations” (as defined in the Note). Such Note shall be in the form of annexed hereto as Exhibit A and made a part hereof. In addition, the Company is indebted to Xxxxxx Xxxxxxxx in the amount of €50,000 ((USD) $64,593) for a loan recently made. STF agrees to use its best efforts to repay or cause the Corporations to repay this latest advance by Xxxxxx Xxxxxxxx by July 31, 2010.
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Related to Company Stockholder Loans

  • Shareholder Loans (a) Each Obligor will procure that prior to any Restricted Person making any Financial Indebtedness (other than Permitted Payments) available to any member of the Borrower Group, such Restricted Person shall enter into a Pledge of Subordinated Shareholder Loans on terms and conditions satisfactory to the Facility Agent and a Security Provider’s Deed of Accession and provides (i) the Facility Agent with such documents and evidence as it may reasonably require as to the power and authority of the Restricted Person to enter into such Pledge of Subordinated Shareholder Loans and Security Provider’s Deed of Accession and that the same constitute valid and legally binding obligations of such Restricted Person enforceable in accordance with their terms subject (to the extent applicable) to substantially similar qualifications to those made in the legal opinions referred to in Schedule 2 (Conditions Precedent Documents); and (ii) notification of such pledge to the relevant member of the Borrower Group.

  • Stockholder Lock-Ups The Company has caused to be delivered to you prior to the date of this Agreement a letter, in the form of Exhibit A hereto (the “Lock-Up Agreement”), from each individual or entity listed on Schedule IV. The Company will enforce the terms of each Lock-Up Agreement and issue stop-transfer instructions to the transfer agent for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Up Agreement.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Shares of Dissenting Stockholders Anything in this Agreement to the contrary notwithstanding, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder of record who did not vote in favor of the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, but instead at the Effective Time shall be converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Consideration. The Company shall give prompt written notice to Parent of any demands received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any withdrawals of such demands, and Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoing.

  • Required Vote of the Company Stockholders The affirmative vote of the holders of a majority of the outstanding shares of Company Voting Stock in favor of the adoption of this Agreement (the “Company Stockholder Approval”) is the only vote of holders of securities of the Company that is required to approve this Agreement and the transactions contemplated hereby, including the Mergers.

  • Company Stockholders Meeting (a) The Company shall call and hold the Company Stockholders’ Meeting as promptly as practicable after the date on which the Registration Statement becomes effective (but in any event no later than 45 days after the date on which the Proxy Statement is mailed to stockholders of the Company) for the purpose of voting solely upon the Company Stockholder Approval Matters; provided that the Company may postpone or adjourn the Company Stockholders’ Meeting on one or more occasions upon the good faith determination by the Company Board that such postponement or adjournment is necessary to solicit additional proxies to obtain approval of the Company Stockholder Approval Matters. The Company shall use its reasonable best efforts to obtain the approval of the Company Stockholder Approval Matters at the Company Stockholders’ Meeting, including by soliciting from its stockholders proxies as promptly as possible in favor of the Company Stockholder Approval Matters. The Company Board shall recommend to its stockholders that they approve the Company Stockholder Approval Matters (the “Company Board Recommendation”) and shall include such recommendation in the Proxy Statement. Except as may otherwise be required by applicable Law, the Company Board shall not (and no committee or subgroup thereof shall) (i) change, withdraw, withhold, qualify or modify, in a manner adverse to Parent, the Company Board Recommendation, (ii) publicly propose to change, withdraw, withhold, qualify or modify, in a manner adverse to Parent, the Company Board Recommendation or (iii) fail to include the Company Board Recommendation in the Proxy Statement.

  • Merger Shares The Merger Shares have been duly authorized and, when issued in consideration for the conversion of the Company Shares, as a result of the Merger and pursuant to the terms hereof, will be validly issued, fully paid and non-assessable, and not subject to any liens, pledges, charges, encumbrances, restrictions of any kind, preemptive rights or any other rights or interests of third parties or any other encumbrances, except for applicable securities law restrictions on transfer, including those imposed by Regulation D or Section 4(2) of the Securities Act and Rule 144 promulgated under the Securities Act and under applicable “blue sky” state securities laws. Assuming that all of the holders of Target Shares are “accredited investors,” as such term is defined in Regulation D promulgated under the Securities Act, and that all such Persons have complied with all of the terms and conditions of this Agreement, the offer and sale of the Merger Shares under this Agreement will be exempt from the registration requirements of the Securities Act and in compliance with all federal and state securities laws.

  • Shares of Dissenting Shareholders Notwithstanding anything in this Agreement to the contrary, any issued and outstanding Company Common Shares held by a person who did not vote in favor of the Merger and who complies with all the provisions of the Companies Act concerning the right of holders of Company Common Shares to require appraisal of their Company Common Shares pursuant to Bermuda law (such shareholder, a “Dissenting Shareholder”, and such shares, “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as described in Section 2.1(a), but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to the procedures set forth in the Companies Act. In the event that a Dissenting Shareholder fails to perfect, effectively withdraws or otherwise waives any right to appraisal, its Company Common Shares shall be deemed to be cancelled and converted as of the Effective Time into the right to receive the Merger Consideration for each such Dissenting Share, without interest. Company shall give Parent (i) prompt notice of (A) any written demands for appraisal of Dissenting Shares or withdrawals of such demands received by Company and (B) to the extent that Company has actual knowledge, any attempted applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any demands for appraisal under the Companies Act. Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

  • Dissenting Stockholders Notwithstanding anything in this Agreement to the contrary, shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a Stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration, but instead such holder shall be entitled to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration for each such share, in accordance with Section 3.1, without interest. The Company shall give Parent prompt notice and a copy of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Stockholders’ rights of appraisal, and, at Parent’s expense, Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the Company. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands.

  • Company Stockholder Meeting (a) Unless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated by Section 3.1(b), the Company shall establish a record date for, call, give notice of, convene, hold, and take a vote of stockholders on the adoption of the “agreement of merger” (as such term is used in Section 251 of the DGCL) set forth in this Agreement in accordance with the DGCL (the “Merger Proposal”) at a meeting of the Company’s stockholders (the “Company Stockholder Meeting”) as promptly as practicable following the consummation of the Offer (which shall be within forty five (45) days following the date on which the Proxy Statement is first disseminated to Company’s stockholders unless Parent shall otherwise consent to a different date). The Company shall use its reasonable best efforts to solicit proxies from the Company’s stockholders and, unless the Company Board has effected a Company Board Recommendation Change pursuant to and in accordance with the terms of Section 7.7, the Company Board shall use its reasonable best efforts to obtain the Requisite Merger Approval at the Company Stockholder Meeting or any postponement or adjournment thereof. Notwithstanding anything to the contrary set forth in this Agreement, the Company shall submit the “agreement of merger” (as such term is used in Section 251 of the DGCL) set forth in this Agreement to the Company’s stockholders for adoption at the Company Stockholder Meeting, and the Company’s obligations under this Section 7.6 shall not be terminated, superseded, limited, modified or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal or Acquisition Transaction, or by any Company Board Recommendation Change (whether or not in compliance with the terms hereof). Parent and Purchaser each agree that at the Company Stockholder Meeting, all of the Shares acquired pursuant to the Offer and all other shares of Company Common Stock otherwise owned by Parent, Purchaser or their respective controlled affiliates will be voted in favor of the Merger. For the avoidance of doubt, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement is validly terminated in accordance with Section 9.1.

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