Shareholder Arrangements Sample Clauses

Shareholder Arrangements. All plans, programs, incentive arrangements, Contracts and other arrangements that permit or require the Company to issue Company Stock at or following the Effective Time to any Person shall have been duly terminated, effective immediately before the Effective Time. All shares of Company Stock required to be issued, whether on change of control or otherwise, under any such plans or arrangement shall have been issued and no further issuances shall be required.
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Shareholder Arrangements. The Investors have disclosed to the Company the terms of all arrangements entered into between either of the Investors or any of their Affiliates and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and have provided the Company with true and correct copies of all documents pertaining thereto.
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Shareholder Arrangements. (1) The parties confirm that, on or prior to the date hereof, the shareholders listed below have entered into agreements to support the Arrangement. The shareholders are Aliant Inc., Whitecastle Investments Limited, 3841553 Canada Inc., Gerald L. Pond, Marcel LeBrun, Jeffrey White, Reid Parker and Pete▇ ▇▇▇▇▇▇▇▇▇. (2) ▇▇▇ ▇▇▇▇▇es ▇▇▇▇▇▇▇ ▇▇▇▇r ▇▇▇▇▇▇▇▇▇ ▇nd understa▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ain of the agreements referred to in Section 4.12(1) above will result in the transactions qualifying for an exemption from independent valuation requirements under section 4.5(1)2 of OSC Rule 61-501 (and equivalent provisions in other jurisdictions). Accordingly, the Company shall provide full access to the shareholders to all confidential corporate information, subject to the execution by such shareholders of a confidentiality agreement in form and substance satisfactory to the Purchaser and the Company, each acting reasonably.
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Shareholder Arrangements. Except as set forth herein or in any other Transaction Document or as otherwise disclosed to each Selling Shareholder, neither Purchaser nor any of its Affiliates is a party to any Contract, or has made or entered into any formal or informal arrangements or other understandings (whether or not binding), with any Selling Shareholder or any of their respective Affiliates relating to this Agreement, the Current Transaction or any other transactions contemplated by this Agreement.
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Shareholder Arrangements. Other than the Stockholders Agreement and the Other Stockholders Agreements, none of WRC, Weekly Reader or JLC is a party to or bound by any agreement with any of its stockholders.
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Shareholder Arrangements. Other than the New Stockholders Agreement, the Amended and Restated Stockholders Agreement dated as of November 17, 1999 (the “Existing Stockholders Agreement”), among WRC, SGC Partners I LLC (previously SGC Partners II LLC) and EAC III, L.L.C., the Senior Preferred Redemption and Repurchase Agreement, other agreements entered into between Exchanger and WRC, the agreements listed on Schedule 3.08 and this Agreement, WRC is not party to or bound by any agreement with any of its stockholders or any of their respective Affiliates.
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Shareholder Arrangements. Other than the New Stockholders Agreement, the Amended and Restated Stockholders Agreement dated as of November 17, 1999 among WRC, SGC Partners II LLC and EAC III, L.L.C., the agreements listed on Schedule 3.08 and this Agreement, WRC is not party to or bound by any agreement with any of its stockholders or any of their respective Affiliates.
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Shareholder Arrangements. The Investors agree that all arrangements entered into between either of the Investors or any of their Affiliates and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall not be modified or terminated prior to the Closing Date without the prior written consent of the Company, and that, except for the proposed Stockholders Agreement attached as Exhibit J hereto and the proposed Registration Rights Agreement attached as Exhibit K hereto, no further arrangements between any of the Investors or their Affiliates and any of such named persons shall be entered into prior to the Closing Date without the prior written consent of the Company (which consent will not be unreasonably withheld, delayed or conditioned). On or before the Closing Date, the Company shall execute and deliver the Registration Rights Agreement in the form of Exhibit K attached hereto.
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Related to Shareholder Arrangements

  • Other Arrangements Nothing in this agreement shall be construed to prevent or inhibit other arrangements or practices of any party state or states to facilitate the interchange of educational personnel.

  • 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.

  • Equity Arrangements On the Change of Control, and notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive Plan (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive’s last date of employment with the Company that have not expired to become exercisable, or in the case of any then effective restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on the Change of Control; and

  • Shareholder and Similar Agreements The Company is not party to any shareholder, pooling, voting trust or other similar agreement relating to the issued and outstanding shares in the capital of the Company or any of its subsidiaries.

  • 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.