Stockholder Agreements Clause Samples
A Stockholder Agreements clause outlines the terms and conditions governing the relationship between a company and its shareholders. This clause typically addresses issues such as voting rights, transfer restrictions, rights of first refusal, and procedures for resolving disputes among stockholders. For example, it may require shareholders to obtain approval before selling their shares or set forth how decisions are made regarding major corporate actions. Its core practical function is to provide a clear framework for managing shareholder interactions and protecting the interests of both the company and its investors, thereby reducing the potential for conflicts and misunderstandings.
POPULAR SAMPLE Copied 1 times
Stockholder Agreements. (a) . Hereafter until the Expiration Time, the Company Stockholder hereby unconditionally and irrevocably agrees that, at any meeting of the stockholders of the Company (or any adjournment or postponement thereof), and in any action by written consent of the stockholders of the Company requested by the Company Board or otherwise undertaken as contemplated by the Transactions, including in the form attached hereto as Exhibit A (which written consent shall be delivered within two (2) Business Days after the Registration Statement (as contemplated by the Business Combination Agreement) has been declared effective and has been delivered or otherwise made available to the stockholders of Acquiror and the Company), the Company Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares (to the extent such Subject Shares have voting rights and are entitled to vote on or provide consent with respect to such matter) to be counted as present thereat for purposes of establishing a quorum, and the Company Stockholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares (to the extent such Subject Shares have voting rights and are entitled to vote on or provide consent with respect to such matter): (a) to approve and adopt the Business Combination Agreement, any ancillary agreements to the Business Combination Agreement, the Merger and the other Transactions; (b) in any other circumstances upon which a consent or other approval is required under the Company Certificate of Incorporation or otherwise sought with respect to the Business Combination Agreement, the Merger or the other Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of the Subject Shares held at such time in favor thereof; and (c) against and withhold consent with respect to (i) any merger, purchase of all or substantially all of the Company’s assets, scheme of arrangement, consolidation, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any public offering of any shares of the Company, or other similar business combination transaction (other than the Business Combination Agreement, the Merger and the other Transactions), including any Alternative Transaction and (ii) any amendment to the Company’s organizational documents or other proposal or transaction involving the Company or any of its su...
Stockholder Agreements. Except as provided in this Agreement and the other Transaction Documents, there are no agreements, written or oral, between the Company and any current holder of its securities, or to the Company's knowledge, among any holders of its securities, relating to the acquisition (including, without limitation, rights of first refusal, anti-dilution or preemptive rights), disposition, registration under the Securities Act, or voting of the Common Stock or Preferred Stock.
Stockholder Agreements. Except as contemplated by or disclosed in the Transaction Agreements, such Founder is not a party to and has no knowledge of any agreements, written or oral, relating to the acquisition, disposition, registration under the Securities Act, or voting of the securities of the Company.
Stockholder Agreements. Upon the exercise of the Option, the Optionee shall, at the request of the Company, execute and deliver such voting, co-sale and other agreements as the Company requests generally of holders of amounts of stock corresponding to that of such Optionee; and if the Optionee fails to execute and deliver any such agreement, such Optionee shall nevertheless hold all stock subject to, and be bound by, such agreement.
Stockholder Agreements. There are no agreements between the Company ---------------------- and any of the Company's stockholders, or to the Company's knowledge, among any of the Company's stockholders, which in any way affect any stockholder's ability or right freely to alienate or vote such shares (except restrictions designed to provide compliance with securities laws).
Stockholder Agreements. 9 2.21 Tax Returns and Audits......................................................... 9 2.22 Title to Property and Assets................................................... 9 2.23 ERISA.......................................................................... 10 2.24
Stockholder Agreements. This Warrant and the Warrant Shares exercisable hereunder are subject to the terms of each of those certain Investors’ Rights Agreement, Right of First Refusal Agreement and Voting Agreement, as each may be amended or restated from time to time, each dated November 15, 2019 (collectively, and as the same may hereafter be amended, the “Stockholder Agreements”). In the event that H▇▇▇▇▇ is not already a party to each of the Stockholder Agreements, as a condition precedent to the Company’s issuance of any of the Warrant Shares exercisable hereunder, H▇▇▇▇▇ shall execute an adoption agreement in a form acceptable to the Company providing that Holder become a party as an “Investor” to each of the Stockholder Agreements.
Stockholder Agreements. The Primary Stockholder hereby covenants and agrees that:
(i) it will not sell any Registrable Securities under the Registration Statement until it has received notice from Parent that the Registration Statement and any post-effective amendments thereto have become effective; provided that Parent shall notify the Primary Stockholder promptly when the Registration Statement and any post-effective amendments thereto have become effective;
(ii) it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with the sales of Registrable Securities pursuant to the Registration Statement;
(iii) it shall promptly furnish to Parent such information regarding the Primary Stockholder, the Registrable Securities held by it and the distribution proposed by the Primary Stockholder as Parent may reasonably request and shall otherwise cooperate with Parent to the extent such information or cooperation is required in connection with any registration, qualification or compliance referred to in this Agreement; and
(iv) it shall notify Parent as promptly as practicable of any inaccuracy or change in information previously furnished to Parent or of the happening of any event, in either case as a result of which any prospectus relating to such registration contains an untrue statement of a material fact regarding the Primary Stockholder or the distribution of the Registrable Securities or omits to state any material fact regarding the Primary Stockholder or the distribution of the Registrable Securities required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to furnish to Parent promptly any additional information required to correct and update any previously furnished information or required such that such prospectus shall not contain, with respect to the Primary Stockholder or the distribution of the Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Stockholder Agreements. Hereafter until the Expiration Time, each Company Stockholder hereby unconditionally and irrevocably agrees that, at any meeting of the stockholders of the Company (or any adjournment or postponement thereof), and in any action by written consent of the stockholders of the Company requested by the Company Board or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event within two (2) Business Days, after the Proxy Statement / Registration Statement (as contemplated by the Merger Agreement) becomes effective), such Company Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause all its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and such Company Stockholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares:
(a) to approve and adopt the Merger Agreement, the other Ancillary Agreements and the Transactions;
(b) in any other circumstances upon which a consent or other approval is required under the Company Charter or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Stockholder’s Subject Shares held at such time in favor thereof;
(c) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the Transactions);
(d) against any proposal, action or agreement that would (i) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (ii) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement or (iii) result in any of the conditions set forth in Article IX of the Merger Agreement not being fulfilled prior to the Outside Date; and
(e) to approve or authorize (or to vote against or withhold consent for, as applicable) any other matters necessary or reasonably requested by the Company or Acquiror for the consummation of the Transactions; provided, however, that such Company Stockholder shall not vote or provide consent with respect to any of its Subject Shares and New Securities that have the power to vote (including, without limitation, by proxy ...
Stockholder Agreements. Following any exercise of this Warrant and solely with respect to the Shares issued thereupon, if the Company so requests in writing, Holder shall become a party to the Company’s then- effective right of first refusal and co-sale agreement, voting agreement and/or each other agreement entered into among the Company and holders of the outstanding shares of the Class, each as may be amended and in effect from time to time (collectively, the “Stockholder Agreements”), by execution and delivery to the Company of a counterpart signature page, joinder agreement, instrument of accession or similar instrument, provided that such Stockholder Agreement is by its terms in force and effect at the time of such exercise. If the foregoing condition is met, then effective upon such exercise, Holder shall automatically become bound by, and the Shares issued upon such exercise (and the securities issuable on conversion of such Shares, if any) shall automatically become subject to, such Stockholder Agreement.