Equityholder Agreements Sample Clauses

Equityholder Agreements. Each shareholder agreement, member agreement, partner agreement, voting agreement, buy-sell agreement, option, warrant, put, call, right of first refusal, and any other agreement or instrument with conversion rights into equity of any Borrower either (1) between any Borrower and any holder or prospective holder of any equity interest of any Borrower (including interests convertible into such equity) or (2) otherwise between any two or more such holders of equity interests.
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Equityholder Agreements. Each Equityholder hereby agrees and consents to the termination of the InvestorsRights Agreement by and among the Company and the investors party thereto, the contracts and arrangements set forth on Schedule II hereto and all agreements and arrangements by and among one or more of the Equityholders (the “Interested Party Arrangements”) to which such Equityholder is party and related to the Company, in each case, effective as of the Effective Time without any further liability or obligation to the Company, the Company’s subsidiaries, HTP or any Equityholder. The termination of the Interested Party Arrangements shall terminate the rights of the parties thereto to enforce any provisions of such agreements that expressly survive the termination of such Interested Party Arrangements.
Equityholder Agreements. Each shareholder agreement, voting agreement, buy-sell agreement, option, warrant, put, call, right of first refusal, and any other agreement or instrument with conversion rights into equity of any Borrower either (a) between any Borrower AND any holder or prospective holder of any equity interest of any Borrower (including interests convertible into such equity) OR (b) otherwise between any two or more such holders of equity interests.
Equityholder Agreements. The Company shall cause the Investor Agreements and all other stockholder agreements, investor rights agreements, registration rights agreements or other similar Contracts between the Company and any Equityholder (or any Series D Holder), including any such Contract granting any Person investor rights, rights of first refusal, registration rights, director designation rights or similar rights, to be terminated prior to the Effective Time, without any Liability being imposed on the part of Parent or the Surviving Corporation. Payout Schedule.
Equityholder Agreements. With respect to Lender, any Affiliate of Lender or any subsequent acquiror or transferee of the Collateral pursuant to any sale of or foreclosure on such Collateral, Pledgor hereby waives any and all rights under any shareholder agreement, operating agreement, partnership agreement or other equityholder agreement among some or all of the equityholders of Pledged Share Issuer including (as applicable) (i) any right to consent to the sale, assignment, pledge or other transfer of any of the Collateral, and (ii) any right of first refusal, and (iii) any right to consent to any transfer of the Collateral, and (iv) any right to cause any of the Collateral to become non-voting stock, and (v) any right to demand a sale of all or any part of any Pledged Share Issuer’s assets, and (vi) any right to require a shareholder to vote for or against any matter that is the subject of a shareholder vote, and (vii) any put right or right to require any Pledged Share Issuer to purchase any shares of capital stock. Pledgor also hereby agrees that he or she will not amend or modify any such agreement without the prior written consent of Lender. Pledgor and Pledged Share Issuer hereby consent to the pledge of the Collateral hereunder by Pledgor and the compliance by Pledgor with the terms of this Pledge Agreement.

Related to Equityholder Agreements

  • Stockholder Agreements Except as provided in this Agreement and the other Transaction Documents, there are no agreements, written or oral, between the Company and any current holder of its securities, or to the Company's knowledge, among any holders of its securities, relating to the acquisition (including, without limitation, rights of first refusal, anti-dilution or preemptive rights), disposition, registration under the Securities Act, or voting of the Common Stock or Preferred Stock.

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements") pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

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

  • 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.

  • 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.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • 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).

  • Execution; No Inconsistent Agreements; Etc (a) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly and validly authorized and approved by Buyer and this Agreement is a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as such enforcement may be limited by bankruptcy or similar laws affecting the enforcement of creditors' rights generally, and the availability of equitable remedies.

  • Company Lock Up Agreements The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement Agent, it will not for a period of thirty (30) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, (ii) the issuance by the Company of ADSs upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.

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