Founding Stockholders Clause Samples
The 'Founding Stockholders' clause defines who the original shareholders of a company are, typically those who contributed to its initial formation and capital. This clause usually lists the names of these individuals or entities and may specify the number and type of shares each holds at the outset. By clearly identifying the founding stockholders, the clause helps establish the initial ownership structure and can be important for determining rights, obligations, and any special privileges or restrictions that apply to these early investors, thereby ensuring clarity and preventing future disputes over company origins and share allocations.
Founding Stockholders. In anticipation that the Founding Stockholders and the Corporation may engage, directly or indirectly, in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the Corporation through its continued contractual, corporate and business relations with the Founding Stockholders (including potential service of officers, directors, members, stockholders, partners or employees of the Founding Stockholders as officers, directors and employees of the Corporation), the provisions of this Article Tenth are set forth to regulate, define and guide, to the fullest extent permitted by the General Corporation Law of the State of Delaware, the conduct of certain affairs of the Corporation as they may involve the Founding Stockholders and their respective officers, directors, members, partners, stockholders and employees and the powers, rights and duties of the Corporation and the Founding Stockholders and their respective officers, directors, members, partners, stockholders and employees in connection therewith. The following provisions shall be applicable to the maximum extent permitted by applicable Delaware law.
Founding Stockholders. In anticipation that the capital stock of Corporation will cease to be owned exclusively, directly or indirectly, by affiliates of Time Warner Inc. ("TW"), U S West Media Group, Inc. and Advance/▇▇▇▇▇▇▇▇ Partnership (collectively and as further defined in Section 4 below, the "Founding Stockholders"), but that the Founding Stockholders will remain, directly or indirectly, stockholders of the Corporation, and in anticipation that the Corporation and the Founding Stockholders may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the Corporation through its continued contractual, corporate and business relations with the Founding Stockholders (including service of officers, directors or employees of the Founding Stockholders as directors of the Corporation), the provisions of this Article VII are set forth to regulate, define and guide, to the fullest extent permitted by the DGCL, the conduct of certain affairs of the Corporation as they may involve the Founding Stockholders and their respective officers and directors, and the powers, rights and duties of the Corporation and the Founding Stockholders and their respective officers and directors in connection therewith.
Founding Stockholders. The Stockholders and the Company acknowledge that, for purposes of the Bylaws and the Company’s certificate of incorporation, the term “Founding Stockholders” shall mean the Riverstone Stockholders, the Superior Stockholders, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇▇▇ and their respective Permitted Transferees.
Founding Stockholders s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ------------------------ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Founding Stockholders. The FOUNDING STOCKHOLDERS recognize and acknowledge that they had in the past, currently have, and in the future may have, access to certain confidential information of the COMPANY and/or ICC, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the COMPANY's and/or ICC's respective businesses. The FOUNDING STOCKHOLDERS agree that they will not disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of ICC who need to know information in connection with the transactions contemplated hereby, who have been informed of the confidential nature of such information and who have agreed to keep such information confidential as provided hereby, (b) following the Closing, such information may be disclosed by the FOUNDING STOCKHOLDERS as is required in the course of performing their duties for ICC or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 13.1, unless (i) such information becomes known to the public generally through no fault of any such FOUNDING STOCKHOLDERS, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), the FOUNDING STOCKHOLDERS shall give prior written notice thereof to ICC and provide ICC with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the FOUNDING STOCKHOLDERS of the provisions of this Section 13, ICC shall be entitled to an injunction restraining such FOUNDING STOCKHOLDERS from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting ICC from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, the FOUNDING STOCKHOLDERS shall have none of the above-mentioned restrictions on their ability to disseminate confidential information with respect to the COMPANY.