MEGAN STOCKHOLDER CLAIMS Sample Clauses

MEGAN STOCKHOLDER CLAIMS. Subject to the limitations in Sections 8.5 and 8.6 hereof, the Megan Stockholders shall indemnify, defend, protect and hold harmless the AVANT Indemnified Parties from and against all Damages which are incurred or suffered by any one or more of them based upon, arising out of, in connection with or by reason of (i) the breach by Megan or by any present or former director or any affiliate of such director or person who had the right to nominate such director for election to the board of directors of Megan of any of their respective fiduciary duties (including duties of disclosure) to the Megan Stockholders whether or not arising in connection with the transactions contemplated by this Agreement; (ii) any document prepared or distributed to the Megan Stockholders by or on behalf of Megan in connection with the transactions contemplated hereby, PROVIDED, HOWEVER, that the foregoing shall not apply to information supplied by AVANT in writing to any such person specifically for inclusion or incorporation by reference in any such document or to any document prepared or filed by AVANT; and/or (iii) any rights of a Megan Stockholder (other than the right to receive Merger Consideration pursuant to this Agreement or appraisal rights under the applicable provisions of the DGCL), under the Certificate of Incorporation or Bylaws of Megan or under the DGCL, including any preemptive rights or rights to notice or to vote.
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Related to MEGAN STOCKHOLDER CLAIMS

  • 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.

  • 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.

  • Rights of a Stockholder Prior to the time a Restricted Share is fully vested hereunder, the Employee shall have no right to transfer, pledge, hypothecate or otherwise encumber such Restricted Share. During such period, the Employee shall have all other rights of a stockholder, including, but not limited to, the right to vote and to receive dividends (subject to Section 2(a) hereof) at the time paid on such Restricted Shares.

  • 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.

  • 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.

  • TRUST AND SHAREHOLDER LIABILITY The Manager and Adviser are hereby expressly put on notice of the limitation of shareholder liability as set forth in the Agreement and Declaration of Trust of the Trust and agree that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fund. The Manager and Adviser further agree that they shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund, nor from the Trustees or any individual Trustee of the Trust.

  • No Rights of a Stockholder The Participant shall not have any of the rights of a stockholder with respect to the Shares subject to the Restricted Stock Units until such Shares have been issued.

  • Warrantholder not a Shareholder Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations.

  • No Rights or Liabilities as a Stockholder This Warrant shall not entitle the Holder hereof to any voting rights or other rights as a stockholder of the Company, until properly exercised.

  • Stockholder Capacity No Person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make any agreement or understanding herein in his or her capacity as such director or officer. Stockholder signs solely in his, her or its capacity as the beneficial owner of the Subject Shares and nothing herein shall limit or prohibit Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing to take any action in such capacity.

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