Stockholder Agreement. The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:
Stockholder Agreement. Notwithstanding anything herein to the contrary, in no event will Common Shares be delivered upon exercise of the Options unless and until the Participant executes an Adoption Agreement pursuant to which Participant will become bound by the terms and conditions set forth in that certain Stockholder Agreement, dated April 17, 2012, by and among the Company and the stockholders of the Company, including those terms and conditions applicable to Management Holders (as defined therein), which in all events shall be within thirty (30) days following exercise of the Options.
Stockholder Agreement. The Company shall have duly executed and delivered to Purchaser the Stockholder Agreement.
Stockholder Agreement. The Committee may, in its sole discretion, condition the delivery of Stock pursuant to the exercise of this Option upon your entering into a stockholder agreement in such form as approved from time to time by the Board.
Stockholder Agreement. The Stockholder Agreement may not be amended, and no provision thereof may be modified or waived, except with the approval of at least fourteen (14) directors.
Stockholder Agreement. Notwithstanding anything in this Section to the contrary, in the event the provisions of this Section conflict with the provisions of any Stockholder Agreement, the provisions of the Stockholder Agreement shall control.
Stockholder Agreement. Xxxx and the Remaining Shareholders agree to --------------------- execute a stockholder agreement in the form attached hereto as Exhibit "F" (the "Stockholder Agreement") pursuant to which ZiLOG and/or its nominee shall be given the right to vote any shares in Qualcore outstanding in a manner which will give ZiLOG's nominees at least one director on the Board of Directors of Qualcore. In addition, Xxxx and the Remaining Shareholders agree that the Certificate of Incorporation and the Bylaws of Qualcore will be amended, as provided in Exhibit "G" and "H", respectively, to provide that certain major decisions made prior to June 30, 2001, set forth in such Certificate and Bylaws require the agreement of ZiLOG's designated director in Qualcore and/or require the approval of eighty-five percent (85%) of the issued and outstanding shares of stock in Qualcore in order for such decisions to be effective. These provisions shall expire by their terms on June 30, 2001. Notwithstanding the foregoing and any provision in the Restated Certificate of Incorporation, ZiLOG agrees that it will vote its shares and direct its designated director to vote in favor of any stock plan or issuance for the benefit of the employees of Qualcore and/or its subsidiaries in an amount not to exceed Nine Hundred Thousand (900,000) shares of stock, as long as the plan requires that any person receiving grants of stock or grants of stock options to, as a condition to receiving such grant, execute such agreement or agreements specifically agreeing to be treated as a Remaining Shareholder hereunder, with all rights, restrictions and obligations of a Remaining Shareholder hereunder including, without limitation, the obligation to execute all agreements required to be executed by all Remaining Shareholders hereunder, and shall be required to assign such option and/or pledge any shares received to ZiLOG as security for the option granted hereunder, and such other agreements such that ZiLOG will have the same rights against such employees as it has against any and all other Remaining Shareholders.
Stockholder Agreement. The Company shall have executed and delivered --------------------- the Stockholder Agreement.
Stockholder Agreement. SECTION 6.16.
Stockholder Agreement. IMS, Erisco and TriZetto shall have entered into the Stockholder Agreement.
