By Stockholders Sample Clauses
The "By Stockholders" clause defines the rights and procedures by which stockholders of a corporation may take certain actions, such as calling meetings, voting on resolutions, or approving major corporate decisions. Typically, this clause outlines the percentage of stock ownership required to initiate actions, the process for submitting proposals, and any notice requirements. Its core function is to ensure that stockholders have a clear and structured method to exercise their governance rights, thereby promoting transparency and accountability within the corporation.
By Stockholders. In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish, or cause to be furnished, to the Company in writing information regarding such holder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall indemnify the Company, its directors, officers, employees and agents and each Person who controls (within the meaning of the Securities Act) the Company or such other indemnified Person against all Losses caused by, resulting from or relating to any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is caused by and contained in such information so furnished in writing by or on behalf of such holder and such information was actually used by the Company in a final prospectus or a post-effective amendment; provided, however, that each holder’s obligation to indemnify the Company hereunder shall be apportioned between each holder based upon the net amount received by each holder from the sale of Registrable Securities, as compared to the total net amount received by all of the holders of Registrable Securities sold pursuant to such registration statement, no such holder being liable to the Company in excess of such apportionment.
By Stockholders. All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made, by a majority vote of the Stockholders at the time entitled to vote in the election of Directors even though these Bylaws may also be altered, amended or repealed by the Board of Directors.
By Stockholders. If any of a Stockholder's Registrable Securities is registered under the Securities Act pursuant to this Agreement, such Stockholder (and its underwriter, if any) shall indemnify and hold harmless Search against any losses, claims, damages, or liabilities, to which Search may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration under which any of such Stockholder's Registrable Securities were registered under the Securities Act pursuant to this Agreement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, made in reliance upon and in conformity with written information with respect to such Stockholder furnished to Search by such Stockholder for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing, or any violation by such Stockholder of any rule or regulation promulgated under the Securities Act applicable to such Stockholder and relating to action or inaction by such Stockholder in connection with any such registration. Such Stockholder will reimburse Search for any legal or other expenses reasonably incurred by Search in connection with investigating or defending any such loss, claim, damage, liability or action.
By Stockholders. Any stockholder, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours of business to inspect for any proper purpose the corporation's stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person's interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder.
By Stockholders. In connection with any registration statement in which a Stockholder is participating, each such Stockholder will furnish to the Company in writing such information regarding such Stockholder as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify the Company, its officers, directors, employees, agents and representatives, and each Person who controls the Company (within the meaning of the Securities Act) against any Losses resulting from (as determined by a final and appealable judgment, order or decree of a court of competent jurisdiction) any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished in writing by such Stockholder expressly for use therein; provided that the obligation to indemnify will be individual, not joint and several, for each Stockholder and each Stockholder’s liability pursuant to the indemnification and contribution provisions herein will be limited to the net amount of proceeds received by such Stockholder from the sale of Registrable Securities pursuant to such registration statement.
By Stockholders. At any annual or special meeting the stockholders shall have the power, by the affirmative vote of two-thirds of the lots represented by blocks of outstanding shares of the corporation, to adopt, alter or repeal any By-Laws of the corporation and to make new By-Laws; provided that the proposed amendment, or the substance thereof, was contained in the notice of said meeting.
By Stockholders. In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish, or cause to be furnished, to the Company in writing information regarding such holder's ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall indemnify the
By Stockholders. In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Company in writing information regarding such holder's ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall indemnify the Company, its directors, officers, employees and agents and each Person who controls (within the meaning of the Securities Act) the Company or such an other indemnified Person against all Losses caused by, resulting from or relating to any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary
By Stockholders. On the date hereof, the Stockholders shall deliver to the Company all certificates representing the Class A Common Stock and Class B Common Stock listed on Exhibit A either executed in blank or together with stock powers executed in blank.
By Stockholders. The by-laws of the corporation may also be altered, amended or repealed or new by-laws may be made or adopted by the vote of a majority in interest of the stockholders represented and entitled to vote upon the election of directors, at any meeting at which a quorum is present.