Investor Stockholder Rights Sample Clauses

Investor Stockholder Rights. If the Company does not elect to purchase all of the Offered Shares, then the Investor Stockholders (other than the Transferor) shall have the right to purchase any remaining Offered Shares that the Company has not agreed to purchase (the “Remaining Offered Shares”). Within fifteen (15) Business Days following its receipt of the Company Acceptance, each Investor Stockholder shall notify the Company and the Transferor as to the number of the Remaining Offered Shares, if any, that each such Investor Stockholder is electing to purchase (each such notice being an “Investor Stockholder Acceptance”). If the number of Remaining Offered Shares is less than the total number included in all Investor Stockholder Acceptances (as verified by the Company), then the number of Remaining Offered Shares shall be allocated as nearly as practicable among the Investor Stockholders pro-rata in proportion to the number of shares of Common Stock that are held by each such Investor Stockholder on a Fully-Diluted Basis. Each of the Investor Stockholders shall have the right of over-subscription such that if any of the Investor Stockholders fails to exercise the right to purchase its pro rata portion of the Remaining Offered Shares, the Company shall promptly notify each of the other Investor Stockholders and each of the other Investor Stockholders may purchase the non-purchasing Investor Stockholder’s portion, within five (5) Business Days of the date of such subsequent notice from the Company, allocated as nearly as practicable among the Investor Stockholders pro-rata in proportion to the number of shares of Common Stock that are held by each Investor Stockholder on a Fully-Diluted Basis. Each Investor Stockholder Acceptance shall be deemed to be an irrevocable commitment to purchase from the Transferor that number of the Remaining Offered Shares which the Investor Stockholder has elected to purchase pursuant to its Investor Stockholder Acceptance. Each Investor Stockholder shall be entitled to apportion Remaining Offered Shares to be purchased among its partners and Affiliates, provided that such Investor Stockholder notifies the Transferor of such allocation.
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Investor Stockholder Rights. (a) At any time when shares of Series B Preferred are outstanding, upon request of the Majority Holders given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a series, the Company shall immediately undertake to cause the removal of the Management Nominee and/or the termination of the chief executive officer of the Company.
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Investor Stockholder Rights. (a) At any time when shares of Series B Preferred Stock are outstanding, and in addition to any other vote required by law, the Certificate of Incorporation or certificates of designation with respect thereto, the Corporation shall, upon notice of the approval of the holders of at least sixty percent (60%) of the then outstanding shares of Series B Preferred Stock given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a series, undertake to cause (i) the removal of any or all of the Management Nominees and/or the termination of any employees, (ii) the termination of the Takedown Period with respect to Capital Calls, as such terms are defined in the Stock Purchase Agreement, (iii) an Initial Public Offering, or (iv) a Qualified Merger.
Sample 1
Investor Stockholder Rights. (a) By request of more than 75% of the shares of Class B Common Stock held by the Investor Stockholders, the Company shall cause (i) the removal of any or all of the Management Nominees and/or employees, (ii) the Sale of the Company or (iii) an Initial Public Offering.
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Related to Investor Stockholder Rights

  • Stockholder Rights The holder of this option shall not have any stockholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the purchased shares.

  • No Stockholder Rights This Warrant in and of itself shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company.

  • Stockholder Rights Plans If the Company has a stockholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

  • Stockholder Rights Plan No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

  • Shareholder Rights With respect to the foreign securities held pursuant to this Section 4, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.

  • Additional Stockholders In connection with the issuance of any additional equity securities of the Company to any Person, the Company may permit such Person to become a party to this Agreement and succeed to all of the rights and obligations of a "Stockholder" under this Agreement by obtaining the consent of the holders of a majority of the Common Stockholder Shares and an executed counterpart signature page to this Agreement, and, upon such execution, such Person shall for all purposes be a "Stockholder" party to this Agreement.

  • Shareholder Rights Plans If the Company has a shareholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such shareholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable shareholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.05(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

  • Stockholder Lock-Ups The Company has caused to be delivered to you prior to the date of this Agreement a letter, in the form of Exhibit A hereto (the “Lock-Up Agreement”), from each individual or entity listed on Schedule IV. The Company will enforce the terms of each Lock-Up Agreement and issue stop-transfer instructions to the transfer agent for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Up Agreement.

  • Shareholder Rights Plan No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

  • WARRANT HOLDER NOT DEEMED A STOCKHOLDER Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.

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