August 15th, 2016 · Common Contracts · 467 similar Mill Road Capital II, L.P. – AGREEMENT AND PLAN OF MERGER by and among MRSK HOLD CO., MRSL MERGER CO. and SKULLCANDY, INC. Dated as of August , 2016 THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August , 2016 by and among MRSK Hold Co., a Delaware corporation (“Parent”), MRSL Merger Co., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Acquisition Sub”), and Skullcandy, Inc., a Delaware corporation (the “Company”).
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August , 2016 by and among MRSK Hold Co., a Delaware corporation (“Parent”), MRSL Merger Co., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Acquisition Sub”), and Skullcandy, Inc., a Delaware corporation (the “Company”).
April 30th, 2008 · Common Contracts · 249 similar Polymet Mining Corp – AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT POLYMET MINING CORP. (the "Corporation") AND PACIFIC CORPORATE TRUST COMPANY (the "Rights Agent") THIS AMENDED AND RESTATED AGREEMENT dated as of May 25, 2007 (amending and restating a shareholder rights plan agreement of the Corporation dated as of December 4, 2003).
THIS AMENDED AND RESTATED AGREEMENT dated as of May 25, 2007 (amending and restating a shareholder rights plan agreement of the Corporation dated as of December 4, 2003).
November 19th, 2001 · Common Contracts · 114 similar New England Variable Life Separate Account – PARTICIPATION AGREEMENT Among MET INVESTORS SERIES TRUST, MET INVESTORS ADVISORY CORP., METLIFE INVESTORS DISTRIBUTION COMPANY and NEW ENGLAND LIFE INSURANCE COMPANY
July 20th, 2005 · Common Contracts · 60 similar Variable Annuity Acct C of Ing Life Insurance & Annuity Co – PARTICIPATION AGREEMENT Among ING EQUITY TRUST and ING LIFE INSURANCE AND ANNUITY COMPANY and DISTRIBUTOR THIS AGREEMENT, made and entered into as of this ____ day of _____________, 200__, among ING Life Insurance and Annuity Company (the "Company"), a life insurance company organized under the laws of Connecticut, on its own behalf and on behalf of each separate account of the Company as set forth on Schedule A hereto, as such Schedule may be amended from time to time (each such account hereinafter referred to as the "Account"), ING EQUITY TRUST (the "Trust"), an open-ended management investment company and business trust organized under the laws of Massachusetts, and ______________________ (the "Distributor"), a corporation organized under the laws of the State of _____________.
THIS AGREEMENT, made and entered into as of this ____ day of _____________, 200__, among ING Life Insurance and Annuity Company (the "Company"), a life insurance company organized under the laws of Connecticut, on its own behalf and on behalf of each separate account of the Company as set forth on Schedule A hereto, as such Schedule may be amended from time to time (each such account hereinafter referred to as the "Account"), ING EQUITY TRUST (the "Trust"), an open-ended management investment company and business trust organized under the laws of Massachusetts, and ______________________ (the "Distributor"), a corporation organized under the laws of the State of _____________.
July 14th, 1999 · Common Contracts · 32 similar Smartflex Systems Inc – RECITALS
October 3rd, 2013 · Common Contracts · 27 similar Crestview Acquisition Corp. – TENDER AND SUPPORT AGREEMENT TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 23, 2013, is by and among VCG Holdings, LLC, a Delaware limited liability company (“Parent”), Crestview Acquisition Corp., a Delaware corporation and a wholly-owned direct or indirect subsidiary of Parent (“Merger Sub”), and the stockholder set forth on Schedule I attached hereto (“Stockholder”).
TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 23, 2013, is by and among VCG Holdings, LLC, a Delaware limited liability company (“Parent”), Crestview Acquisition Corp., a Delaware corporation and a wholly-owned direct or indirect subsidiary of Parent (“Merger Sub”), and the stockholder set forth on Schedule I attached hereto (“Stockholder”).
January 31st, 1997 · Common Contracts · 25 similar New Image Industries Inc – EXHIBIT 14 STOCKHOLDER AGREEMENT dated as of January 27, 1997
December 15th, 2003 · Common Contracts · 25 similar Pacific Cma Inc – EXHIBIT 10.14 ------------- THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR...
April 13th, 2018 · Common Contracts · 18 similar Seadrill Partners LLC – MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT between Seadrill Management Ltd. and Seadrill Hungary Kft. THIS MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is entered into on shall be effective as of the Effective Date set out below.
THIS MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is entered into on shall be effective as of the Effective Date set out below.
April 15th, 1997 · Common Contracts · 18 similar RGB Computer & Video Inc – By: Frank W. Brooks, Chairman ______________________________ J. THOMAS SMITH Exhibit "A" to Stock Option Agreement dated October 29, 1996
May 4th, 1998 · Common Contracts · 17 similar Hein Werner Corp – Act Covered Termination Accrued Benefits Effective Date Affiliate and Associate Employer Annual Cash Compensation Good Reason Cause Normal Retirement Date Change in Control Notice of Termination Code Person Competitive Activity Termination Date
June 18th, 2004 · Common Contracts · 13 similar Prima Energy Corp – STOCKHOLDER AGREEMENT THIS STOCKHOLDER AGREEMENT (the "Agreement") is entered into as of June 9, 2004, by and among Petro-Canada (US) Holdings Ltd., a Delaware corporation ("Parent"), Raven Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary"), and the stockholder listed on Schedule I hereto (the "Stockholder") of Prima Energy Corporation, a Delaware corporation (the "Company").
THIS STOCKHOLDER AGREEMENT (the "Agreement") is entered into as of June 9, 2004, by and among Petro-Canada (US) Holdings Ltd., a Delaware corporation ("Parent"), Raven Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary"), and the stockholder listed on Schedule I hereto (the "Stockholder") of Prima Energy Corporation, a Delaware corporation (the "Company").
April 28th, 2006 · Common Contracts · 13 similar Atlas America Series 26-2005 L.P. – DEALER-MANAGER AGREEMENT FOR ANTHEM SECURITIES, INC.
November 19th, 2002 · Common Contracts · 12 similar Gef Optical Investment Co LLC – EXHIBIT 14 CUSIP No. 296744 10 5 13D/A Page 60 of 89 ESSEX CORPORATION ----------------- REGISTRATION RIGHTS AGREEMENT ----------------------------- This Agreement dated as of October 17, 2002 is entered into by and among Essex Corporation, a Virginia...
October 23rd, 2006 · Common Contracts · 12 similar Israel Corp LTD – REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of September 28, 2006 by and between TOWER SEMICONDUCTOR LTD. (the “Company” or “Tower”), a company organized under the laws of the State of Israel, and ISRAEL CORPORATION LTD., a corporation organized under the laws of the State of Israel (“TIC” or the “Investor”).
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of September 28, 2006 by and between TOWER SEMICONDUCTOR LTD. (the “Company” or “Tower”), a company organized under the laws of the State of Israel, and ISRAEL CORPORATION LTD., a corporation organized under the laws of the State of Israel (“TIC” or the “Investor”).
June 12th, 2013 · Common Contracts · 12 similar Fairfax Financial Holdings LTD/ Can – VOTING AGREEMENT THIS VOTING AGREEMENT, dated as of June 2, 2013 (this “Agreement”), between Fairfax Financial Holdings Limited, a Canadian Corporation (“Parent”), and Lisbeth Lee Crim (the “Shareholder”), solely in Shareholder’s capacity as an owner of common shares, par value $0.01 per share (“Shares”) of American Safety Insurance Holdings Ltd., a Bermuda exempted limited company (the “Company”).
THIS VOTING AGREEMENT, dated as of June 2, 2013 (this “Agreement”), between Fairfax Financial Holdings Limited, a Canadian Corporation (“Parent”), and Lisbeth Lee Crim (the “Shareholder”), solely in Shareholder’s capacity as an owner of common shares, par value $0.01 per share (“Shares”) of American Safety Insurance Holdings Ltd., a Bermuda exempted limited company (the “Company”).
August 2nd, 2018 · Common Contracts · 12 similar Gpods, Inc. – EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into as of the 31st day of March 2017 between Robert Dolan (“Employee”) and GPods, Inc., a Nevada corporation, its affiliates, predecessors and subsidiaries (the “Company”).
This Employment Agreement (the “Agreement”) is entered into as of the 31st day of March 2017 between Robert Dolan (“Employee”) and GPods, Inc., a Nevada corporation, its affiliates, predecessors and subsidiaries (the “Company”).
November 13th, 2018 · Common Contracts · 10 similar Kien Huat Realty III LTD – SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of November 13, 2018, by and among Empire Resorts, Inc., a Delaware corporation (the “Company”), and Kien Huat Realty III Limited, a corporation organized in the Isle of Man (the “Purchaser”).
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of November 13, 2018, by and among Empire Resorts, Inc., a Delaware corporation (the “Company”), and Kien Huat Realty III Limited, a corporation organized in the Isle of Man (the “Purchaser”).
January 13th, 1999 · Common Contracts · 10 similar Defiance Inc – 1 EXHIBIT 14
December 19th, 1997 · Common Contracts · 10 similar Impact Systems Inc /Ca/ – Form of INDEMNIFICATION AGREEMENT
January 3rd, 2001 · Common Contracts · 10 similar Mafco Holdings Inc – EXHIBIT 14 SAILS PLEDGE AGREEMENT
February 25th, 2015 · Common Contracts · 9 similar Affinity Mediaworks Corp – STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") dated January 20, 2015 (the "Effective Date") is by and between Calypso Ventures, LLC, a Nevis limited liability company with a mailing address for notice purposes of 556 Main Street in Charleston, Nevis ("Seller"), American Realty Partners, LLC, an Arizona limited liability company with a mailing address for notice purposes of 34225 N. 27th Drive Building 5 in Phoenix, Arizona 85058 ("Buyer"), and Affinity Mediaworks Corp., a Nevada corporation with a mailing address for notice purposes of 5460 Lake Road, Tully, New York 13159 (the "Company"). Seller, Buyer and the Company are collectively referred to herein as the "Parties" or singularly as a "Party."
This Stock Purchase Agreement (this "Agreement") dated January 20, 2015 (the "Effective Date") is by and between Calypso Ventures, LLC, a Nevis limited liability company with a mailing address for notice purposes of 556 Main Street in Charleston, Nevis ("Seller"), American Realty Partners, LLC, an Arizona limited liability company with a mailing address for notice purposes of 34225 N. 27th Drive Building 5 in Phoenix, Arizona 85058 ("Buyer"), and Affinity Mediaworks Corp., a Nevada corporation with a mailing address for notice purposes of 5460 Lake Road, Tully, New York 13159 (the "Company"). Seller, Buyer and the Company are collectively referred to herein as the "Parties" or singularly as a "Party."
May 14th, 1998 · Common Contracts · 8 similar Analog Acquisition Corp – EXHIBIT 14 ROLLOVER AGREEMENT AGREEMENT, dated as of May 5, 1998, by and between Analog Acquisition Corp., a Delaware corporation ("Purchaser"), and the other party signatory hereto (the "Stockholder"). Capitalized terms used but not defined herein...
December 22nd, 2009 · Common Contracts · 8 similar Black Leon D – SECURITIES SUBSCRIPTION AGREEMENT This Securities Subscription Agreement (the “Agreement” or the “Subscription Agreement”) is executed by [ ] (the “Subscriber”) in connection with the subscription by the Subscriber for 9% Convertible Debentures (the “Convertible Debentures”) of Environmental Solutions Worldwide, Inc., a Florida corporation (the “Company”). The Company is offering an aggregate face amount of up to $6 million (U.S.) of Convertible Debentures convertible into common stock $0.001 par value per share, of the Company (“Shares”). The terms of the Convertible Debentures, including the terms on which the Convertible Debentures may be converted into Shares, are set forth in the form of Convertible Debentures attached hereto as Exhibit A. The solicitation of this Subscription and, if accepted by the Company, the offer and sale of Convertible Debentures are being made in reliance upon the provisions of the Securities Act of 1933, as amended (the “Act”). The Convertible Debentures and the Shares issuable upon conve
This Securities Subscription Agreement (the “Agreement” or the “Subscription Agreement”) is executed by [ ] (the “Subscriber”) in connection with the subscription by the Subscriber for 9% Convertible Debentures (the “Convertible Debentures”) of Environmental Solutions Worldwide, Inc., a Florida corporation (the “Company”). The Company is offering an aggregate face amount of up to $6 million (U.S.) of Convertible Debentures convertible into common stock $0.001 par value per share, of the Company (“Shares”). The terms of the Convertible Debentures, including the terms on which the Convertible Debentures may be converted into Shares, are set forth in the form of Convertible Debentures attached hereto as Exhibit A. The solicitation of this Subscription and, if accepted by the Company, the offer and sale of Convertible Debentures are being made in reliance upon the provisions of the Securities Act of 1933, as amended (the “Act”). The Convertible Debentures and the Shares issuable upon conve
February 16th, 2007 · Common Contracts · 7 similar Glaxosmithkline PLC – TRANSACTION
May 23rd, 2016 · Common Contracts · 7 similar Price Robert E – STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is entered into as of May 10, 2016, by and among (i) Price Philanthropies Foundation (fka Price Family Charitable Fund) (the “Seller”), and (ii) T. Rowe Price Associates, Inc., investment adviser for and on behalf of each of the funds and accounts listed on Exhibit A, severally and not jointly (each, a “Purchaser” and, collectively, the “Purchasers”) and (iii) for the limited purpose of Article 4 and Article 6 hereof, T. Rowe Price Associates, Inc., on its own behalf (“TRPA”).
This Stock Purchase Agreement (this “Agreement”) is entered into as of May 10, 2016, by and among (i) Price Philanthropies Foundation (fka Price Family Charitable Fund) (the “Seller”), and (ii) T. Rowe Price Associates, Inc., investment adviser for and on behalf of each of the funds and accounts listed on Exhibit A, severally and not jointly (each, a “Purchaser” and, collectively, the “Purchasers”) and (iii) for the limited purpose of Article 4 and Article 6 hereof, T. Rowe Price Associates, Inc., on its own behalf (“TRPA”).
November 20th, 2020 · Common Contracts · 7 similar CITIC Capital Holdings LTD – LIMITED GUARANTEE This LIMITED GUARANTEE, dated as of November 19, 2020 (this “Limited Guarantee”), is made by CITIC Capital China Partners IV, L.P., an exempted limited partnership formed under the Laws of the Cayman Islands (the “Guarantor”), in favor of China Biologic Products Holdings, Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Guaranteed Party”). This Limited Guarantee is being delivered to the Guaranteed Party concurrently with the execution and delivery of the Merger Agreement (as defined below). Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in the Merger Agreement.
This LIMITED GUARANTEE, dated as of November 19, 2020 (this “Limited Guarantee”), is made by CITIC Capital China Partners IV, L.P., an exempted limited partnership formed under the Laws of the Cayman Islands (the “Guarantor”), in favor of China Biologic Products Holdings, Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Guaranteed Party”). This Limited Guarantee is being delivered to the Guaranteed Party concurrently with the execution and delivery of the Merger Agreement (as defined below). Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in the Merger Agreement.
February 5th, 2008 · Common Contracts · 7 similar Shamrock Activist Value Fund L P – AGREEMENT JOINT FILING OF SCHEDULE 13D AND ALL FUTURE AMENDMENTS TO SCHEDULE 13D Each of the undersigned hereby agrees to file jointly the Statement on Schedule 13D to which this Agreement is attached, and any amendments to the Statement on Schedule 13D (the “Schedule 13D”) with respect to Common Shares of Reddy Ice Holdings, Inc. which may be deemed necessary, pursuant to Regulation 13D under the Securities Exchange Act of 1934.
Each of the undersigned hereby agrees to file jointly the Statement on Schedule 13D to which this Agreement is attached, and any amendments to the Statement on Schedule 13D (the “Schedule 13D”) with respect to Common Shares of Reddy Ice Holdings, Inc. which may be deemed necessary, pursuant to Regulation 13D under the Securities Exchange Act of 1934.
August 7th, 2008 · Common Contracts · 7 similar Natural Gas Services Group Inc – EIGHTH AMENDED AND RESTATED LOAN AGREEMENT between NATURAL GAS SERVICES GROUP, INC. and WESTERN NATIONAL BANK Dated as of May 16, 2008 This Eighth Amended and Restated Loan Agreement, dated as of May 16, 2008, made and entered into by and between Natural Gas Services Group, Inc., a Colorado corporation (the "Borrower") and Western National Bank, a national banking association (the "Lender").
This Eighth Amended and Restated Loan Agreement, dated as of May 16, 2008, made and entered into by and between Natural Gas Services Group, Inc., a Colorado corporation (the "Borrower") and Western National Bank, a national banking association (the "Lender").
November 18th, 2008 · Common Contracts · 7 similar Shamrock Activist Value Fund L P – AGREEMENT JOINT FILING OF SCHEDULE 13D AND ALL FUTURE AMENDMENTS TO SCHEDULE 13D Each of the undersigned hereby agrees to file jointly the Statement on Schedule 13D to which this Agreement is attached, and any amendments to the Statement on Schedule 13D (the “Schedule 13D”) with respect to Common Shares of Websense, Inc. which may be deemed necessary, pursuant to Regulation 13D under the Securities Exchange Act of 1934.
Each of the undersigned hereby agrees to file jointly the Statement on Schedule 13D to which this Agreement is attached, and any amendments to the Statement on Schedule 13D (the “Schedule 13D”) with respect to Common Shares of Websense, Inc. which may be deemed necessary, pursuant to Regulation 13D under the Securities Exchange Act of 1934.
February 4th, 2005 · Common Contracts · 6 similar Pioneer Variable Contracts Trust /Ma/ – WILMER CUTLER PICKERING HALE and DORR LLP December 10, 2004 Pioneer Variable Contracts Trust 60 State Street Boston, MA 02109 Safeco Resource Series Trust 5069 154th Place N.E. Redmond, Washington 98052 Ladies and Gentlemen: This opinion is being... This opinion is being delivered to you in connection with the Agreement and Plan of Reorganization (the "Agreement") made as of October 29, 2004 by and between Pioneer Variable Contracts Trust, a Delaware statutory trust, on behalf of its series, Pioneer Growth Opportunities VCT Portfolio ("Acquiring Portfolio"), and Safeco Resource Series Trust, a Delaware statutory trust, on behalf of its series, Safeco Growth Opportunities Portfolio ("Acquired Portfolio"). Pursuant to the Agreement, Acquiring Portfolio will acquire all of the assets of Acquired Portfolio in exchange solely for (i) the assumption by Acquiring Portfolio of all of the Assumed Liabilities, as defined in the Agreement (the "Acquired Portfolio Liabilities"), and (ii) the issuance of Class I shares of beneficial interest of Acquiring Portfolio (the "Acquiring Portfolio Shares") to Acquired Portfolio, followed by the distribution by Acquired Portfolio, in liquidation of Acquired Portfolio, of the Acquiring Portfolio Shares
This opinion is being delivered to you in connection with the Agreement and Plan of Reorganization (the "Agreement") made as of October 29, 2004 by and between Pioneer Variable Contracts Trust, a Delaware statutory trust, on behalf of its series, Pioneer Growth Opportunities VCT Portfolio ("Acquiring Portfolio"), and Safeco Resource Series Trust, a Delaware statutory trust, on behalf of its series, Safeco Growth Opportunities Portfolio ("Acquired Portfolio"). Pursuant to the Agreement, Acquiring Portfolio will acquire all of the assets of Acquired Portfolio in exchange solely for (i) the assumption by Acquiring Portfolio of all of the Assumed Liabilities, as defined in the Agreement (the "Acquired Portfolio Liabilities"), and (ii) the issuance of Class I shares of beneficial interest of Acquiring Portfolio (the "Acquiring Portfolio Shares") to Acquired Portfolio, followed by the distribution by Acquired Portfolio, in liquidation of Acquired Portfolio, of the Acquiring Portfolio Shares
July 31st, 2014 · Common Contracts · 6 similar Dentsply International Inc /De/ – CREDIT AGREEMENT dated as of July 23, 2014 among CREDIT AGREEMENT (this “Agreement”) dated as of July 23, 2014 among DENTSPLY INTERNATIONAL INC., the SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., as Syndication Agent, and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., WELLS FARGO BANK, NATIONAL ASSOCIATION, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES and HSBC BANK USA, NATIONAL ASSOCIATION, as Co-Documentation Agents.
CREDIT AGREEMENT (this “Agreement”) dated as of July 23, 2014 among DENTSPLY INTERNATIONAL INC., the SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., as Syndication Agent, and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., WELLS FARGO BANK, NATIONAL ASSOCIATION, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES and HSBC BANK USA, NATIONAL ASSOCIATION, as Co-Documentation Agents.
April 13th, 2005 · Common Contracts · 6 similar Pioneer Variable Contracts Trust /Ma/ – AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of the 29th day of October, 2004, by and between Pioneer Variable Contracts Trust, a Delaware statutory trust (the "Acquiring Trust"), on...
August 11th, 2010 · Common Contracts · 6 similar Perceptive Advisors LLC – SHAREHOLDER TENDER AGREEMENT
June 15th, 2006 · Common Contracts · 5 similar Renova Media Enterprises Ltd. – REGISTRATION RIGHTS AGREEMENT by and between MOSCOW CABLECOM CORP. and the SHAREHOLDERS Dated May 18, 2006 This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of May 18, 2006, by and between Moscow CableCom Corp., a Delaware corporation (the "Company"), and the investors listed on Exhibit A to this Agreement (collectively, the "Shareholders").
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of May 18, 2006, by and between Moscow CableCom Corp., a Delaware corporation (the "Company"), and the investors listed on Exhibit A to this Agreement (collectively, the "Shareholders").