Shareholders Agreement; Appointment of Directors. Each Investor shall in good faith and with mutual cooperation use its reasonable best efforts to negotiate and enter into a shareholders’ agreement or other definitive agreements containing, in principle, the terms set forth on Exhibit B attached hereto (the “Shareholders Agreement Term Sheet”). Each of Holdco and the Investors hereby agrees to take (or cause to be taken) all actions, if any, required to be taken by each, such that the board of directors of Holdco shall have the composition contemplated by Exhibit B hereto immediately prior to the Effective Time.
Shareholders Agreement; Appointment of Directors. Subject to Section 1.8 hereof, each Investor agrees to negotiate in good faith with the other Investors with respect to, and enter into concurrently with the Effective Time, a Shareholders Agreement or other definitive agreements containing, in principle, the terms set forth on Exhibit A hereto so long as such definitive agreements are either (a) consistent with Exhibit A or (b) inconsistent with Exhibit A and approved by all Investors. Holdco and each Investor hereby agree to take (or cause to be taken) all actions, if any, required to be taken by each, such that the board of directors of Holdco, and board of directors of Parent if applicable, has the composition contemplated by Exhibit A hereto immediately prior to the Effective Time.
Shareholders Agreement; Appointment of Directors. Each Investor agrees to negotiate in good faith with the other Investors with respect to, and enter into concurrently with the Effective Time, a Shareholders Agreement or other definitive agreements containing, customary terms including the terms set forth on Exhibit B hereto. Parent and each Investor hereby agree to take (or cause to be taken) all actions, if any, required to be taken by each, such that the board of directors of Parent has the composition contemplated by Exhibit B hereto immediately prior to the Effective Time. In the event that the Investors are unable to agree on the terms of the Shareholders Agreement, the terms set forth on Exhibit B hereto shall govern with respect to the matters set forth therein until such time as the Investors enter into a Shareholders Agreement.
Shareholders Agreement; Appointment of Directors. Each Investor shall in good faith and with mutual cooperation use its reasonable best efforts to negotiate and enter into, or solely with respect to each Equity Sponsor, cause the entity or entities that ultimately provide the funding of the equity commitment of such Equity Sponsor in accordance with such Equity Sponsor’s applicable Equity Commitment Letter to enter into, a shareholders’ agreement or other definitive agreements by the Investors and Holdco, among other parties, promptly after the Effective Time that are substantially consistent with the terms set forth on Exhibit A attached hereto (the “Shareholders Agreement Term Sheet”). Each of Holdco and the Investors hereby agrees to take (or cause to be taken) all actions, if any, required to be taken by each, such that the board of directors of Holdco shall have the composition contemplated by Exhibit A hereto immediately prior to the Effective Time.
Shareholders Agreement; Appointment of Directors. 2.6.1 Each Investor agrees to negotiate in good faith with the other Investors with respect to, and enter into (and/or cause its applicable Affiliate(s) holding Continuing Shares, Equity Shares and/or Surviving Company Shares to enter into) concurrently with the Closing, a Shareholders Agreement or other definitive agreements containing, customary terms including (and that are, subject to changes mutually agreed by the Requisite Investors, consistent with) the terms set forth on Exhibit C hereto. In the event that the Investors are unable to agree on the terms of the Shareholders Agreement, the terms set forth on Exhibit C hereto shall govern with respect to the matters set forth therein following the Closing and until such time as the Investors (and/or their respective Affiliates) enter into a Shareholders Agreement.
Shareholders Agreement; Appointment of Directors. Each Investor agrees to negotiate in good faith with the other Investors with respect to, and enter into concurrently with the Effective Time, a shareholders’ agreement in relation to the Parent (the “Shareholders Agreement”) or other definitive agreements, mutually agreeable to each such Investor, containing, customary terms including the terms set forth in Exhibit B hereto. Parent and each Investor hereby agree to take (or cause to be taken) all actions, if any, required to be taken by each, such that the board of directors of Parent has the composition contemplated by Exhibit B hereto immediately prior to the Effective Time. In the event that the Investors are unable to agree on the terms of the Shareholders Agreement, the terms set forth in Exhibit B hereto shall govern with respect to the matters set forth therein until such time as the Investors enter into the Shareholders Agreement.
Shareholders Agreement; Appointment of Directors. 2.6.1 Each Investor agrees to negotiate in good faith with the other Investors with respect to, and enter into concurrently with the Closing, a Shareholders Agreement or other definitive agreements containing, customary terms including (and that are, subject to mutually agreed changes, consistent with) the terms set forth on Exhibit C hereto. Parent and each Investor hereby agree to take (or cause to be taken) all actions, if any, required to be taken by each, such that the board of directors of Parent has the composition contemplated by Exhibit C hereto immediately prior to the Closing. In the event that the Investors are unable to agree on the terms of the Shareholders Agreement, the terms set forth on Exhibit C hereto shall govern with respect to the matters set forth therein following the Closing and until such time as the Investors enter into a Shareholders Agreement.
Shareholders Agreement; Appointment of Directors. (a) Each of SEEK, Hxxxxxxxx Investor and FountainVest Investor agrees (and Hxxxxxxxx Capital and FountainVest Investment shall cause Hxxxxxxxx Investor and FountainVest Investor, respectively) to enter into definitive documentation concurrently with or immediately following the Closing, negotiated in good faith with the other Consortium Members, which shall include a shareholders’ agreement in respect of the management and governance of the Surviving Company post-Closing, which shall contain terms substantially the same in all material respects with those set forth on Exhibit B hereto (the “Shareholders Agreement”) and to cause Merger Company to adopt memorandum and articles of association that would become the memorandum and articles of association for the Surviving Corporation post-Closing pursuant to the terms of the Merger Agreement and Plan of Merger, which memorandum and articles of association shall contain terms substantially consistent in all material respects with those set forth on Exhibit B hereto and the Shareholders Agreement and, to the extent not inconsistent with the terms set forth on Exhibit B hereto and the Shareholders Agreement, other customary provisions.
Shareholders Agreement; Appointment of Directors. Each Party shall negotiate in good faith with the other Parties and use its reasonable best efforts to agree to the terms of, and enter into (or cause its Affiliates that will hold Parent Shares to enter into) concurrently with or immediately following the Effective Time, a shareholders’ agreement in relation to Parent (the “Shareholders Agreement”) or other definitive agreements containing and otherwise consistent with (subject to mutually agreed changes) the terms set forth in Exhibit A hereto (the “Shareholders Agreement Term Sheet”) and such other customary terms mutually agreeable to each Party. Each Party hereby agrees to take (or cause to be taken) all required actions, if any, such that the board of directors of Parent has the composition set forth in Exhibit A hereto immediately following the Effective Time. In the event that the Parties are unable to agree to the terms of and/or to execute the Shareholders Agreement, the terms set forth in Exhibit A hereto shall govern with respect to the matters set forth therein until such time as the Parties enter into the Shareholders Agreement.
Shareholders Agreement; Appointment of Directors. Each Investor agrees to negotiate in good faith with the other Investors with respect to, and enter into concurrently with the Effective Time, a shareholders’ agreement in relation to HoldCo or other definitive agreements containing customary terms and, subject to mutually agreed changes, the terms set forth on Exhibit A hereto. In the event that the Investors are unable to agree on the terms of the shareholders’ agreement, the terms set forth on Exhibit A hereto shall govern with respect to the matters set forth therein following the Effective Time and until such time as the Investors enter into a shareholders’ agreement.
