Certain Stockholder Matters Sample Clauses

Certain Stockholder Matters. From and after the distribution of Ribapharm Common Stock in connection with any transaction(s) included as part of the Distribution and until such Ribapharm Common Stock is duly transferred in accordance with applicable law, Ribapharm shall regard the Persons receiving Ribapharm Common Stock in such transaction(s) as record holders of Ribapharm Common Stock in accordance with the terms of such transaction(s) without requiring any action on the part of such Persons. Ribapharm agrees that, subject to any transfers of such stock, (a) each such holder shall be entitled to receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the shares of Ribapharm Common Stock then held by such holder and (b) each such holder shall be entitled, without any action on the part of such holder, to receive one or more certificates representing, or other evidence of ownership of, the shares of Ribapharm Common Stock then held by such holder. ICN shall cooperate, and shall instruct the ICN Transfer Agent to cooperate, with Ribapharm and the Ribapharm Transfer Agent, and Ribapharm shall cooperate, and shall instruct the Ribapharm Transfer Agent to cooperate, with ICN and the ICN Transfer Agent, in connection with all aspects of the Distribution and all other matters relating to the issuance and delivery of certificates representing, or other evidence of ownership of, the shares of Ribapharm Common Stock distributed to the holders of ICN Common Stock in connection with any transaction(s) included as part of the Distribution. Following the Distribution, ICN shall instruct the ICN Transfer Agent to deliver to the Ribapharm Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of ICN Common Stock receiving shares of Ribapharm Common Stock in connection with any transaction(s) included as part of the Distribution.

Certain Stockholder Matters. From and after the distribution of Blockbuster Common Stock in connection with any transaction(s) included as part of the Split-Off and until such Blockbuster Common Stock is duly transferred in accordance with applicable law, Blockbuster shall regard the Persons receiving Blockbuster Common Stock in such transaction(s) as record holders of Blockbuster Common Stock in accordance with the terms of such transaction(s) without requiring any action on the part of such Persons. Blockbuster agrees that, subject to any transfers of such stock, (a) each such holder shall be entitled to receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the shares of Blockbuster Common Stock then held by such holder and (b) each such holder shall be entitled, without any action on the part of such holder, to receive one or more certificates representing, or other evidence of ownership of, the shares of Blockbuster Common Stock then held by such holder. Viacom shall cooperate, and shall instruct the Viacom Transfer Agent to cooperate, with Blockbuster and the Blockbuster Transfer Agent, and Blockbuster shall cooperate, and shall instruct the Blockbuster Transfer Agent to cooperate, with Viacom and the Viacom Transfer Agent, in connection with all aspects of the Split-Off and all other matters relating to the issuance and delivery of certificates representing, or other evidence of ownership of, the shares of Blockbuster Common Stock distributed to the holders of Viacom Common Stock in connection with any transaction(s) included as part of the Split-Off. Following the Split-Off, Viacom shall promptly, but in no event no later than two business days thereafter, instruct the Viacom Transfer Agent to deliver to the Blockbuster Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of Viacom Common Stock receiving shares of Blockbuster Common Stock in connection with any transaction(s) included as part of the Split-Off.

Certain Stockholder Matters. 7 Section 2.04. Prior Relationship..............................................8 Section 2.05. Further Assurances Regarding the Split-Off......................8

Certain Stockholder Matters. From and after the distribution of CMC Common Stock in connection with any transaction(s) included as part of the Distribution and until such CMC Common Stock is duly transferred in accordance with applicable law, CMC shall regard the Persons receiving CMC Common Stock in such transaction(s) as record holders of CMC Common Stock in accordance with the terms of such transaction(s) without requiring any action on the part of such Persons. CMC agrees that, subject to any transfers of such stock, (a) each such holder shall be entitled to receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the shares of CMC Common Stock then held by such holder and (b) each such holder shall be entitled, without any action on the part of such holder, to receive one or more certificates representing, or other evidence of ownership of, the shares of CMC Common Stock then held by such holder. Cabot shall cooperate, and shall instruct the Cabot Transfer Agent to cooperate, with CMC and the CMC Transfer Agent, and CMC shall cooperate, and shall instruct the CMC Transfer Agent to cooperate, with Cabot and the Cabot Transfer Agent, in connection with all aspects of the Distribution and all other matters relating to the issuance and delivery of certificates representing, or other evidence of ownership of, the shares of CMC Common Stock distributed to the holders of Cabot Common Stock in connection with any transaction(s) included as part of the Distribution. Following the Distribution, Cabot shall instruct the Cabot Transfer Agent to deliver to the CMC Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of Cabot Common Stock receiving shares of CMC Common Stock in connection with any transaction(s) included as part of the Distribution.

Certain Stockholder Matters. From and after the distribution of Stratos Common Stock in connection with any transaction(s) included as part of the Distribution and until such Stratos Common Stock is duly transferred in accordance with applicable law, Stratos shall regard the Persons receiving Stratos Common Stock in such transaction(s) as record holders of Stratos Common Stock in accordance with the terms of such transaction(s) without requiring any action on the part of such Persons. Stratos agrees that, subject to any transfers of such stock, (a) each such holder shall be entitled to receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the shares of Stratos Common Stock then held by such holder, and (b) each such holder shall be entitled, without any action on the part of such holder, to receive one or more certificates representing, or other evidence of ownership of, the shares of Stratos Common Stock then held by such holder. Methode shall cooperate, and shall instruct the Methode Transfer Agent to cooperate, with Stratos and the Stratos Transfer Agent, and Stratos shall cooperate, and shall instruct the Stratos Transfer Agent to cooperate, with Methode and the Methode Transfer Agent, in connection with all aspects of the Distribution and all other matters relating to the issuance and delivery of certificates representing, or other evidence of ownership of, the shares of Stratos Common Stock distributed to the holders of Methode Common Stock in connection with any transaction(s) included as part of the Distribution. Following the Distribution, Methode shall instruct the Methode Transfer Agent to deliver to the Stratos Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of Methode Common Stock receiving shares of Stratos Common Stock in connection with any transaction(s) included as part of the Distribution.

Certain Stockholder Matters. (a) The Purchaser shall cause all of the voting securities of the Company that are beneficially owned by it, by Xxxxxx X. Xxxxxxx or any of its or his respective Affiliates under common control or over which it or he or any of its or his respective Affiliates under common control have voting control to be voted with respect to any action, proposal or matter to be voted on by the stockholders of the Company (including through action by written consent), in proportion to and accordance with the vote of all stockholders of the Company; provided that this Section 9(a) will only apply to voting securities beneficially owned by the Purchaser, together with its Affiliates, in excess of 19.9% of the total voting power of the outstanding capital stock of the Company. (b) With respect to any matter that the Purchaser, Xxxxxx X. Xxxxxxx, and/or its or his respective Affiliates under common control are required to vote on in accordance with Section 9(a), the Purchaser shall (and shall cause Xxxxxx X. Xxxxxxx and any of its or his respective Affiliates under common control to) (i) cause each voting security owned by it or over which it has voting control to be voted at all meetings of stockholders of the Company, either by completing the proxy forms distributed by the Company or by having a designated proxy present at the meeting, (ii) deliver the completed proxy form to the Company no later than three (3) Business Days prior to the date of such meeting, and (iii) take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this Section 9. (c) In furtherance of this Section 9, the Purchaser shall be, and shall cause Xxxxxx X. Xxxxxxx and each of its or his Affiliates under common control to be, present in person or represented by proxy at all meetings of stockholders to the extent necessary so that all voting securities of the Company as to which it is entitled to vote shall be counted as present for the purpose of determining the presence of a quorum at such meeting. (d) During the Standstill Period, the Purchaser hereby agrees that neither the Purchaser nor any of its Affiliates under common control will directly or indirectly: (i) effect, offer or publicly propose to effect, or cause or participate in or in any way knowingly advise, assist or encourage any other person to effect, offer or publicly propose to effect or participate in, (A) any acquisition in excess of five percent (5%) of the issued and outstand...

Certain Stockholder Matters. (a) Subject to Section 4.3, Tronox and Parent, as the case may be, will provide to the Agent all share certificates and any information required in order to complete the Section 355 Transaction. (b) From and after the Section 355 Transaction and until the Tronox Class B Common Stock is duly transferred in accordance with applicable law, Tronox shall regard the Persons entitled to receive such Tronox Class B Common Stock in such transaction as record holders of Tronox Class B Common Stock in accordance with the terms of such transaction without requiring any action on the part of such Persons. Tronox agrees that, subject to any transfers of such stock, (i) each such holder will be entitled to receive all dividends payable on, and exercise all voting rights, and all other rights and privileges with respect to, the shares of Tronox Class B Common Stock then held by such holder, and (ii) each such holder will be entitled to receive one or more certificates representing, or other evidence of ownership of, the shares of Tronox Class B Common Stock then held by such holder. Parent will cooperate, and will instruct the Agent and Parent’s transfer agent to cooperate, with Tronox and Tronox’s transfer agent, and Tronox will cooperate, and will instruct its transfer agent to cooperate, with Parent and the Agent, in connection with all aspects of the Section 355 Transaction and all other matters relating to the issuance and delivery of certificates representing, or other evidence of ownership of, the shares of Tronox Class B Common Stock to be distributed to the holders of Parent Common Stock in connection with such transaction. Following any Section 355 Transaction, Parent shall promptly, but in no event later than two Business Days thereafter, instruct the Agent or Parent’s transfer agent to deliver to Tronox’s transfer agent true, correct and complete copies of the stock and transfer records reflecting the holders of the Parent Common Stock entitled to receive shares of the Tronox Class B Common Stock.

Certain Stockholder Matters. (a) On or prior to the Distribution Date, Ikaria shall deliver to R&DCo true, correct and complete copies of the stock and transfer records reflecting the holders of Ikaria Capital Stock entitled to receive R&DCo Voting Units in connection with the Distribution. On the Distribution Date or as soon as reasonably practicable thereafter, Ikaria shall provide notice to each such holder or designated transferee(s) of such holder of the number of R&DCo Voting Units distributed to such holder in the Distribution. Ikaria and R&DCo shall cooperate with each other in connection with all aspects of the Distribution and all other matters relating to the issuance of the R&DCo Voting Units to be distributed to the holders of Ikaria Capital Stock in connection with the Distribution. (b) Effective immediately upon the 1% Distribution, each Person described in Sections 3.1(a)(iii) and (vi) that acquires an R&DCo Voting Unit shall be admitted as a Member under the R&DCo LLC Agreement and shall be treated as a “Member” for all purposes thereunder.

Certain Stockholder Matters. From and after the distribution of Delphi Common Stock in connection with any transaction(s) included as part of the Distribution and until such Delphi Common Stock is duly transferred in accordance with applicable law, Delphi shall regard the

Certain Stockholder Matters. From and after the distribution of PFSweb Common Stock in connection with any transaction(s) included as part of the Distribution and until such PFSweb Common Stock is duly transferred in accordance with applicable law, PFSweb shall regard the Persons receiving PFSweb Common Stock in such transaction(s) as record holders of PFSweb Common Stock in accordance with the terms of such transaction(s) without requiring any action on the part of such Persons. PFSweb agrees that, subject to any transfers of such stock, (a) each such holder shall be entitled to receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the shares of PFSweb Common Stock then held by such holder and (b) each such holder shall be entitled, without any action on the part of such holder, to receive one or more certificates representing, or other evidence of ownership of, the shares of PFSweb Common Stock then held by such holder. Daisytek International and Daisytek shall cooperate, and shall instruct the Daisytek Transfer Agent to cooperate, with PFSweb and the PFSweb Transfer Agent, and PFSweb shall cooperate, and shall instruct the PFSweb Transfer Agent to cooperate, with Daisytek International, Daisytek and the