Other Terms of the Employee Stock; Certificate of Designation Sample Clauses

Other Terms of the Employee Stock; Certificate of Designation. (a) In addition to the rights and provisions described above, until the earlier of the Put Date or the date on which such agreements expire, the holders of the shares of Employee Stock will receive the same tag-along rights, rights of first offer and reoffer and registration rights set forth in (i) Section 9(a) of the Amended and Restated Stockholders’ Agreement dated as of December 7, 1992 (the “Amended Stockholders’ Agreement”) by and among Wings and the Existing Common Stockholders, (ii) Sections 8 and 9 of the Investor Stockholders’ Agreement dated as of July 21, 1989, and amended as of February 1, 1991, by and among such parties (the “Investor Stockholders’ Agreement”), and (iii) the Registration Rights Agreement dated as of July 21, 1989 among such parties (the “Registration Rights Agreement”). At any time when Wings common stock is Publicly Traded, any shares of Employee Stock distributed to Qualified Holders pursuant to the terms of the Trusts will be registered with the Securities and Exchange Commission to permit the public sale of such stock. Prior to the Transfer Date, Wings, the Existing Common Stockholders and the Unions will enter into amendments, reasonably satisfactory in form and substance to the IAM, to the Amended Stockholders’ Agreement, the Investor Stockholders’ Agreement and the Registration Rights Agreement to provide the foregoing rights and the rights set forth in Article V of this Letter Agreement. In addition to the foregoing, until the date the Class A Voting Common Stock is first Publicly Traded, the Plan Trustees will not be permitted to sell, transfer, exchange or otherwise dispose of any shares of Employee Stock other than pursuant to the exercise of the rights referred to above or the transfer to Northwest employees upon distribution of such shares from the Plan as required by ERISA or the Code.
Sample 1
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Related to Other Terms of the Employee Stock; Certificate of Designation

  • Certificate of Designations The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware.

  • Certificate of Designation The Certificate of Designation shall have been duly filed with the Secretary of State of the State of Delaware.

  • Filing of Certificate of Designation The Certificate of Designation shall have been filed with the Secretary of State of the State of Delaware.

  • Preferred Share Provisions Each one one-hundredth of a Preferred Share, if issued: • will not be redeemable. • will entitle holders to quarterly dividend payments of $0.01 per share, or an amount equal to the dividend paid on one share of common stock, whichever is greater. • will entitle holders upon liquidation either to receive $1 per share or an amount equal to the payment made on one share of common stock, whichever is greater. • will have the same voting power as one share of common stock. • if shares of our common stock are exchanged via merger, consolidation, or a similar transaction, will entitle holders to a per share payment equal to the payment made on one share of common stock. The value of one one-hundredth interest in a Preferred Share should approximate the value of one share of common stock.

  • Series Designation The Series Designation establishing a Series may: (i) specify a name or names under which the business and affairs of such Series may be conducted; (ii) designate, fix and determine the relative rights, powers, authority, privileges, preferences, duties, responsibilities, liabilities and obligations in respect of Interests of such Series and the Members associated therewith (to the extent such terms differ from those set forth in this Agreement) and (iii) designate or authorize the designation of specific Officers to be associated with such Series. A Series Designation (or any resolution of the Managing Member amending any Series Designation) shall be effective when a duly executed original of the same is included by the Managing Member among the permanent records of the Company, and shall be annexed to, and constitute part of, this Agreement (it being understood and agreed that, upon such effective date, the Series described in such Series Designation shall be deemed to have been established and the Interests of such Series shall be deemed to have been authorized in accordance with the provisions thereof). The Series Designation establishing a Series may set forth specific provisions governing the rights of such Series against a Member associated with such Series who fails to comply with the applicable provisions of this Agreement (including, for the avoidance of doubt, the applicable provisions of such Series Designation). In the event of a conflict between the terms and conditions of this Agreement and a Series Designation, the terms and conditions of the Series Designation shall prevail.

  • Effect of Designation (i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing.

  • Articles Supplementary The Company shall have filed the Articles Supplementary with the SDAT.

  • Terms of the Warrants (i) The Warrants shall have their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a “Warrant Agreement”).

  • Warrant Agreement and Registration and Stockholder Rights Agreement The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Stockholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

  • Terms of the Purchase Agreement The terms of the Purchase Agreement, including but not limited to Assignor's representations, warranties, covenants, agreements and indemnities relating to the Assumed Liabilities, are incorporated herein by this reference. Assignor acknowledges and agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

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