Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
Appears in 35 contracts
Samples: Merger Agreement (Concord Acquisition Corp II), Business Combination Agreement (Atlantic Coastal Acquisition Corp. II), Agreement and Plan of Merger (MedTech Acquisition Corp)
Registered Stockholders. The corporation Corporation:
(i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, dividends and to vote as such owner, and ; and
(ii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.
Appears in 19 contracts
Samples: Merger Agreement (Trailblazer Merger Corp I), Merger Agreement (CSLM Acquisition Corp.), Business Combination Agreement (Insight Acquisition Corp. /DE)
Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
Appears in 17 contracts
Samples: Merger Agreement (Synnex Corp), License Agreement (Abpro Corp), Joint Venture Agreement (Apollo Group Inc)
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
Appears in 13 contracts
Samples: Merger Agreement (Kraton Corp), Merger Agreement (Iec Electronics Corp), Merger Agreement (CBS Corp)
Registered Stockholders. The corporation Corporation:
(i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, dividends and to vote as such owner, ;
(ii) shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and
(iii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
Appears in 9 contracts
Samples: Merger Agreement (Revelstone Capital Acquisition Corp.), Merger Agreement (Revelstone Capital Acquisition Corp.), Plan of Conversion (Asv Holdings, Inc.)
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, dividends and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
Appears in 6 contracts
Samples: Bylaws (Chiron Corp), Bylaws (Chiron Corp), Bylaws (Chiron Corp)
Registered Stockholders. The corporation Corporation:
(i) shall be entitled to recognize the exclusive right of a person Person registered on its books as the owner of shares to receive dividends, dividends and to vote as such owner, and ; and
(ii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person another Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.
Appears in 6 contracts
Samples: Arrangement Agreement and Plan of Merger (Primo Water Corp /CN/), Arrangement Agreement and Plan of Merger (Primo Water Corp /CN/), Unit Purchase Agreement (Dune Acquisition Corp)
Registered Stockholders. The corporation Company:
(a) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, dividends and notices and to vote as such owner, and ; and
(b) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
Appears in 5 contracts
Samples: Merger Agreement (Amprius Technologies, Inc.), Merger Agreement (Otonomo Technologies Ltd.), Share Purchase Agreement (Minerva Surgical Inc)
Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
Appears in 5 contracts
Samples: Merger Agreement (Dts, Inc.), Credit Agreement (Inamed Corp), Agreement and Plan of Reorganization (Autotradecenter Com Inc)
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.
Appears in 5 contracts
Samples: Reclassification Agreement (Sands Richard Et Al), Reclassification Agreement (Constellation Brands, Inc.), Master Reorganization Agreement (Linn Energy, Inc.)
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided required by the laws of Delawarelaw.
Appears in 5 contracts
Samples: Conversion Agreement (Calumet Specialty Products Partners, L.P.), Conversion Agreement (Calumet Specialty Products Partners, L.P.), Conversion Agreement (Calumet Specialty Products Partners, L.P.)
Registered Stockholders. The corporation Corporation:
(a) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, dividends and to vote as such owner, and ; and
(b) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.
Appears in 4 contracts
Samples: Business Combination Agreement (Priveterra Acquisition Corp.), Merger Agreement (B. Riley Principal 150 Merger Corp.), Business Combination Agreement (Isos Acquisition Corp.)
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books records as the owner of shares of stock to receive dividends, to vote, to receive notifications and otherwise to vote as such exercise all the rights and powers of an owner, and . The Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares of stock on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided required by the laws of Delaware.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (DEX ONE Corp), Agreement and Plan of Merger (Supermedia Inc.), Merger Agreement (DEX ONE Corp)
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of stock to receive dividendsdividends or other distributions, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of stock, and shall not be bound to recognize any equitable or other legal claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delawareperson.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Park N View Inc), Stock Purchase Agreement (Park N View Inc), Securities Purchase Agreement (Park N View Inc)
Registered Stockholders. The corporation Company shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
Appears in 4 contracts
Samples: Merger Agreement (Micro Investment LLC), Merger Agreement (Micro Therapeutics Inc), Merger Agreement (Ev3 Inc.)
Registered Stockholders. The corporation Corporation:
(i) shall be entitled to recognize the exclusive right of a person Person registered on its books as the owner of shares to receive dividends, subject to any restrictions included in the DGCL or the Certificate of Incorporation, and to vote as such owner, and ; and
(ii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person another Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.
Appears in 4 contracts
Samples: Business Combination Agreement (Rosecliff Acquisition Corp I), Business Combination Agreement (Rosecliff Acquisition Corp I), Agreement and Plan of Merger (FAST Acquisition Corp. II)
Registered Stockholders. The corporation Company:
(i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, dividends and to vote as such owner, ;
(ii) shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and
(iii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
Appears in 4 contracts
Samples: Merger Agreement (IMARA Inc.), Merger Agreement (Ii-Vi Inc), Merger Agreement (Lumentum Holdings Inc.)
Registered Stockholders. The corporation Corporation:
(a) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, dividends and notices and to vote as such owner, and ; and
(b) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
Appears in 4 contracts
Samples: Business Combination Agreement (Walker Jeffrey Clinton), Business Combination Agreement (Ogilvie Bruce a Jr), Business Combination Agreement (Adara Acquisition Corp.)
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.
Appears in 3 contracts
Samples: Business Combination Agreement (SPRINT Corp), Business Combination Agreement (T-Mobile US, Inc.), Business Combination Agreement (Metropcs Communications Inc)
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other legal claim or claims to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.
Appears in 3 contracts
Samples: Merger Agreement (Panbela Therapeutics, Inc.), Merger Agreement (Panbela Therapeutics, Inc.), Merger Agreement (Cimarron Medical, Inc.)
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.
Appears in 3 contracts
Samples: Merger Agreement (Memry Corp), Merger Agreement (MSR Exploration LTD), Securities Purchase Agreement (Pinnacle Holdings Inc)
Registered Stockholders. The corporation Except as otherwise required by law, the Corporation shall be entitled to recognize the exclusive right of a the person registered on its books as the owner of shares to receive dividends, dividends in respect of such shares and to vote as such ownerthe owner thereof, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Centex Construction Products Inc), Merger Agreement (Centex Construction Products Inc), Merger Agreement (Centex Corp)
Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
Appears in 3 contracts
Samples: 10 K Annual Report, Common Stock Purchase Agreement (Lets Talk Cellular & Wireless Inc), Merger Agreement (Dura Pharmaceuticals Inc/Ca)
Registered Stockholders. The corporation shall be Corporation is entitled to recognize the exclusive right of a person registered on its books as the owner of a share or shares to receive dividends, and to vote as such owner, and shall for all other purposes; and the Corporation is not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have has express or other notice thereof, except as otherwise provided by the laws of Delaware.
Appears in 3 contracts
Samples: Merger Agreement (Robbins & Myers Inc), Agreement and Plan of Merger (Blue Dolphin Energy Co), Agreement and Plan of Merger (American Resources Offshore Inc)
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Blackhawk Biofuels, LLC), Merger Agreement (Blackhawk Biofuels, LLC), Agreement and Plan of Merger (Blackhawk Biofuels, LLC)
Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, dividends and to vote as such owner, and the corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, thereof except as otherwise provided by the laws of DelawareNevada.
Appears in 3 contracts
Samples: Business Financing Agreement (Rimini Street, Inc.), Business Financing Agreement (Rimini Street, Inc.), Business Financing Agreement (Rimini Street, Inc.)
Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. (Del. Code Xxx., tit. 8, §§ 213(a), 219)
Appears in 2 contracts
Samples: Merger Agreement (Cornerstone OnDemand Inc), Merger Agreement (Gilead Sciences Inc)
Registered Stockholders. The corporation Corporation:
(i) shall be entitled to recognize the exclusive right of a person Person registered on its books as the owner of shares to receive dividends, dividends and to vote as such owner, ; and (ii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person another Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.
Appears in 2 contracts
Samples: Transaction Agreement (Endeavor Group Holdings, Inc.), Transaction Agreement (World Wrestling Entertainmentinc)
Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of DelawareNevada.
Appears in 2 contracts
Samples: Merger Agreement (Capital City Energy Group, Inc.), Merger Agreement (Innovative Consumer Products, Inc.)
Registered Stockholders. Section 11.1 The corporation Corporation shall be entitled to recognize the exclusive right of a person Person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.
Appears in 2 contracts
Samples: Merger Agreement (Intercontinentalexchange Inc), Merger Agreement (Intercontinentalexchange Inc)
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive be the exclusive owner for all purposes including voting and dividends, and to vote as such owner, and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
Appears in 2 contracts
Samples: Merger Agreement (3d Systems Corp), Merger Agreement (3d Systems Corp)
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares stock to receive dividends, dividends and to vote as such owner, and shall be entitled to hold liable for calls and assessments a person registered on its books as the owner of stock, and shall not be bound to recognize any equitable or other claim to to, or interest in in, such share or shares stock on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
Appears in 2 contracts
Samples: Merger Agreement (Kulicke & Soffa Industries Inc), Merger Agreement (Kulicke & Soffa Industries Inc)
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, dividends and to vote as such ownerowner and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to to, or interest in in, such share or shares on the part of any other person person, whether or not it the Corporation shall have express or other notice thereof, except as otherwise provided required by the laws law of the State of Delaware.
Appears in 2 contracts
Samples: Purchase Agreement (Power Solutions International, Inc.), Purchase Agreement (Power Solutions International, Inc.)
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delawarelaw.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Cogint, Inc.), Merger Agreement (Tiger Media, Inc.)
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of stock to receive dividendsdividends or other distributions, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of 89 91 stock, and shall not be bound to recognize any equitable or other legal claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delawareperson.
Appears in 2 contracts
Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
Appears in 2 contracts
Samples: Interim Facilities Agreement, Merger Agreement (Heuristic Development Group Inc)
Registered Stockholders. The corporation Corporation: (i) shall be entitled to recognize the exclusive right of a person Person registered on its books as the owner of shares of Stock to receive dividends, dividends and to vote as such owner, ; and (ii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person another Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.
Appears in 2 contracts
Samples: Merger Agreement (Foresight Acquisition Corp.), Business Combination Agreement (Ascendant Digital Acquisition Corp.)
Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on in its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
Appears in 2 contracts
Samples: Merger Agreement (Endo Pharmaceuticals Holdings Inc), Merger Agreement (American Medical Systems Holdings Inc)
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Graf Acquisition Corp. IV), Business Combination Agreement (McAp Acquisition Corp)
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, dividends and to vote as such owner, owner and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
Appears in 2 contracts
Samples: Merger Agreement (Genworth Financial Inc), Credit Agreement (Obagi Medical Products, Inc.)
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a percent registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
Appears in 2 contracts
Samples: Affiliation Agreement (Sunpower Corp), Merger Agreement (Astellas Pharma Inc.)
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.
Appears in 1 contract
Samples: By Laws (Newmont Mining Corp)
Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person another person, whether or not it the corporation shall have express or other notice thereof, except as otherwise provided by the laws of the state of Delaware.
Appears in 1 contract
Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, dividends and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
Appears in 1 contract
Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, dividends and to vote as such owner, and the corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of DelawareNevada.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Havana Group Inc)
Registered Stockholders. The corporation shall be Corporation is entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall is not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have has express or other notice thereof, except as otherwise provided by the laws of Delaware.
Appears in 1 contract
Samples: Merger Agreement (Woodward, Inc.)
Registered Stockholders. The corporation shall be --------- ----------------------- entitled to recognize the exclusive right of a person registered on in its books stock records as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided required by the laws of Delawarelaw.
Appears in 1 contract
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of DelawareTennessee.
Appears in 1 contract
Samples: Trust Agreement (Saks Inc)
Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, dividends and notices and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
Appears in 1 contract
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delawareapplicable law.
Appears in 1 contract
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of stock to receive dividendsdividends or other distributions, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares of stock, and shall not be bound to recognize any equitable or other legal claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delawareperson.
Appears in 1 contract
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, dividends and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person another person, whether or not it shall have express or other notice thereof, except as otherwise provided required by the laws of Delaware.
Appears in 1 contract
Samples: Merger Agreement (Aaipharma Inc)
Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
ARTICLE VIII OTHER SECURITIES OF THE CORPORATION
Appears in 1 contract
Samples: Merger Agreement (Health Sciences Acquisitions Corp 2)
Registered Stockholders. The corporation Corporation (i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, dividends and to vote as such owner, owner and (ii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.
Appears in 1 contract
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books records as the owner of shares of stock to receive dividends, to vote, to receive notifications and otherwise to vote as such exercise all the rights and powers of an owner, and . The Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares of stock on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
Appears in 1 contract
Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delawarethe State of Kansas.
Appears in 1 contract
Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of the stock of the corporation to receive dividends, and to vote as such owner, and to hold liable for call and assessment a person registered on its books as the owner of such shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
Appears in 1 contract
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delawarethe Xxxxxxxx Islands.
Appears in 1 contract
Samples: Shareholder Agreement (Danaos Corp)
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, thereof except as otherwise provided by the laws of Delaware.
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Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.
Appears in 1 contract
Samples: By Laws (Us Lec Corp)
Registered Stockholders. The corporation shall Corporation will be entitled to recognize the exclusive right of a person registered on its books as the owner of shares as the person entitled to receive dividends, exercise the rights of a stockholder and to vote as such owner, and shall will not be bound to recognize any equitable or other claim to or interest in any such share or shares on the part of any other person person, whether or not it shall will have express or other notice thereof, except as otherwise expressly provided by the laws General Corporation Law of the State of Delaware.
Appears in 1 contract
Samples: Agreement and Plan of Merger (DanDrit Biotech USA, Inc.)
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, dividends and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
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Registered Stockholders. The corporation Corporation:
(i) shall be entitled to recognize the exclusive right of a person Person registered on its books as the owner of shares to receive dividends, dividends and to vote as such owner, and ; and
(ii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person another Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delawarethe State of Texas.
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Registered Stockholders. (a) The corporation Corporation:
(i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, dividends and to vote as such owner, and ; and
(ii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.
Appears in 1 contract
Registered Stockholders. The corporation Except as otherwise ----------------------- provided by law, the Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, dividends or other distributions and to vote as such owner, and to hold such person liable for calls and assessments, and shall not be bound to recognize any equitable or other legal claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delawareperson.
Appears in 1 contract
Samples: Management Agreement (Knott David M)
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
Appears in 1 contract
Samples: By Laws (McKesson Corp)
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, dividends and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.. ARTICLE
Appears in 1 contract
Samples: Bylaws (Chiron Corp)
Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.
Appears in 1 contract
Samples: Merger Agreement (M/a-Com Technology Solutions Holdings, Inc.)
Registered Stockholders. The corporation Corporation: (i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, dividends and to vote as such owner, ; and (ii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.
Appears in 1 contract
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares any share to receive dividendsany Regular Dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of any share, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
Appears in 1 contract
Samples: Memorandum of Understanding
Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such ownerowner and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to to, or interest in in, such share or shares on the part of any other person person, whether or not it the corporation shall have express or other notice thereof, except as otherwise provided by the laws law of the State of Delaware.
Appears in 1 contract
Samples: Securities Purchase Agreement (Taylor Capital Group Inc)
Registered Stockholders. The corporation Corporation shall (i) be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of Stock to receive dividends, dividends and to vote as such owner, ; and shall (ii) not be bound to recognize any equitable or other claim to or interest in such share or shares of Stock on the part of any other person another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.
Appears in 1 contract
Samples: Business Combination Agreement (Inflection Point Acquisition Corp.)
Registered Stockholders. The corporation Corporation:
(i) shall be entitled to recognize the exclusive right of a person registered on its books stock ledger as the owner of shares to receive dividends, dividends and to vote as such owner, ;
(ii) shall be entitled to hold liable for calls and assessments the person registered on its stock ledger as the record owner of shares; and
(iii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.
Appears in 1 contract
Samples: Merger Agreement (Acamar Partners Acquisition Corp.)
Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.21
Appears in 1 contract
Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of any share or shares to receive dividends, and to vote as such owner, and for all other purposes as such owner; and the corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.
Appears in 1 contract
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of DelawareDGCL.
Appears in 1 contract
Samples: Agreement and Plan of Acquisition (Brooklyn ImmunoTherapeutics, Inc.)
Registered Stockholders. The corporation corporation:
(a) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, dividends and to vote as such owner, ;
(b) shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and
(c) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
Appears in 1 contract
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, dividends and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.. ARTICLE VII
Appears in 1 contract
Samples: Bylaws (Chiron Corp)
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.. ARTICLE VIII
Appears in 1 contract
Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have express or other notice thereof, except as otherwise provided required by the laws of Delaware.
Appears in 1 contract
Samples: Business Combination Agreement (Pathfinder Acquisition Corp)
Registered Stockholders. The corporation Except as otherwise provided by law, the Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, dividends or other distributions and to vote as such owner, and to hold such person liable for calls and assessments, and shall not be bound to recognize any equitable or other legal claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.person. ARTICLE VI
Appears in 1 contract
Samples: Merger Agreement (Nortek Inc)
Registered Stockholders. The corporation shall Corporation shall: (i) be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of Stock to receive dividends, dividends and to vote as such owner, ; and shall (ii) not be bound to recognize any equitable or other claim to or interest in such share or shares of Stock on the part of any other person another person, whether or not it shall have express or other notice thereofof such claim to or interest in such share or shares of Stock, except as otherwise provided by the laws of the State of Delaware.
Appears in 1 contract
Samples: Business Combination Agreement (Learn CW Investment Corp)
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, dividends and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.
Appears in 1 contract
Samples: Merger Agreement (Molex Inc)
Registered Stockholders. The corporation Corporation shall be entitled to recognize the exclusive right exclusiveright of a person registered on its books as the owner of shares to receive dividends, and to vote as such ownersuchowner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the onthe part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided otherwiseprovided by the laws of DelawareNevada.ARTICLE VIIIOTHER
Appears in 1 contract
Registered Stockholders. The corporation Company shall be entitled to ----------------------- recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, vote and to vote as such owner, be held liable for calls and assessments and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any person other person than such registered owner, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delawarelaw.
Appears in 1 contract
Registered Stockholders. The corporation shall be entitled to may recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote such shares as such owner, and shall will not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person person, whether or not it shall have has express or other notice thereof, except as otherwise provided by the laws of Delawarelaw.
Appears in 1 contract
Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of DelawareNew York.
Appears in 1 contract
