Stockholder Groups; Ownership Provisions Sample Clauses

Stockholder Groups; Ownership Provisions. (a) All actions and ---------------------------------------- determinations by, and all notices by or to, a Stockholder Group or any member thereof shall be deemed validly taken or made (in the case of actions or determinations) or given (in the case of notices) if taken, made or given, as the case may be, by or to TCI Sub (in the case of the TCI Stockholder Group), by or to KPCB (in the case of the KPCB Stockholder Group), by or to Cox Sub (in the case of the Cox Stockholder Group); or by or to Comcast Sub (in the case of the Comcast Stockholder Group), and shall be binding upon all members of any such Stockholder Group for all purposes of this Agreement. If any of TCI Sub, KPCB, Cox Sub or Comcast Sub (or any successor thereto pursuant to this sentence) is no longer in existence or no longer beneficially owns any Company Securities, but its Stockholder Group (or a successor or permitted assign thereof) continues to have rights and/or obligations hereunder, then such Stockholder shall appoint one such continuing entity as its replacement pursuant to the immediately preceding sentence; provided, that if no such appointment is -------- made, such Stockholder's Parent shall be deemed to be such replacement. Each member of another Stockholder Group may rely upon the notification or advice of a Stockholder with respect to any matter relating to the members of such Stockholder's Stockholder Group. To the extent any party to this Agreement is required to take any action hereunder, it agrees to use its reasonable best efforts to cause the other members of its Stockholder Group to take such action. (b) Except as expressly permitted or required by this Agreement, (i) each Stockholder shall be the record and beneficial owner of the Company Securities set forth opposite its name on Schedule I, in each case free and clear of any liens, claims or encumbrances, and (ii) no Stockholder shall enter into any agreement or arrangement (x) with respect to the exercise of its rights to designate Stockholder Designees or to request the removal of a Stockholder Designee pursuant to the Charter or this Agreement or (y) with respect to the voting by its Stockholder Designees in connection with any of the matters set forth in SECTION B(4) of Article V of the Charter, other than, with respect to clauses (x) or (y) of this clause (ii), an agreement or arrangement solely among Stockholders that are included in the same Stockholder Group. (c) If at any time during the term of this Agre...
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Related to Stockholder Groups; Ownership Provisions

  • 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.

  • 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.

  • 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 Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • 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 Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements"), pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of 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.

  • 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.

  • Certificates Describing Partnership Units At the request of a Limited Partner, the General Partner, at its option, may issue a certificate summarizing the terms of such Limited Partner’s interest in the Partnership, including the number of Partnership Units owned and the Percentage Interest represented by such Partnership Units as of the date of such certificate. Any such certificate (i) shall be in form and substance as approved by the General Partner, (ii) shall not be negotiable and (iii) shall bear a legend to the following effect: This certificate is not negotiable. The Partnership Units represented by this certificate are governed by and transferable only in accordance with the provisions of the Second Amended and Restated Limited Partnership Agreement of Strategic Storage Operating Partnership, L.P., as amended from time to time.

  • 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.

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