Stockholder Option Clause Samples

A Stockholder Option clause defines the rights and procedures by which a stockholder may purchase or sell shares under specific conditions outlined in an agreement. Typically, this clause details the circumstances that trigger the option, such as a company sale, merger, or other significant corporate events, and may specify the price, timing, and process for exercising the option. Its core practical function is to provide stockholders with flexibility and certainty regarding their ability to buy or sell shares, thereby managing ownership transitions and protecting the interests of both the company and its shareholders.
Stockholder Option. Subject to the terms and conditions set forth in this Agreement, the Company hereby grants to the Stockholder an option (the "Stockholder Option") to cause the Company to purchase from the Stockholder at any time, from and after the date hereof, all of the Shares at an aggregate purchase price equal to $50.00 (the "Stockholder Exercise Price").
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Stockholder Option. If any Offered Shares remain unsold at the end of the 15-day period set forth in Section 3.2 (the “Available Shares”), the Company shall immediately deliver a notice (a “Stockholder Notice”) to the holders of Class A Common Stock of the Company (the “Major Stockholders”) offering the Available Shares for purchase. The Stockholder Notice shall state the number of Available Shares and all material information received by the Company in the Notice of Transfer. During a period of 15 days after a Stockholder Notice is received by the Major Stockholders, the Major Stockholders shall have a right to purchase, upon delivery of a binding commitment to the Offeror (with a copy to the Company) within such 15-day period, all but not less than all of the Available Shares. If such Major Stockholders elect to purchase in the aggregate more than the Available Shares, then the Available Shares shall be allocated, to the extent necessary, in accordance with each purchasing Major Stockholder’s pro rata ownership of the Class A Common Stock of the Company relative to the other purchasing Major Stockholders. Promptly after the expiration of such 15-day period, the Company will provide notice to the Offeror and the purchasing Major Stockholders of the final allocation of Offered Shares purchased (the “Final Notice”).
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Stockholder Option. For a period of fifteen (15) Business Days after the giving of the New Issuance Notice pursuant to Section 4.1, each Preemptive Rightholder shall have the right to purchase any or all of its Proportionate Percentage of the New Securities at a purchase price equal to the Proposed Price and upon the terms and conditions set forth in the New Issuance Notice. Each such Preemptive Rightholder shall have the right to purchase up to that percentage of the New Securities determined by dividing (a) the total number of shares of Common Stock then owned by such Preemptive Rightholder determined on a fully diluted basis by (b) the total number of shares of Common Stock held by all Preemptive Rightholders and the Oaktree Stockholders determined on a fully diluted basis (the “Proportionate Percentage”).
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Stockholder Option. For a period of forty-five (45) days after the New Issuance Notice is delivered pursuant to Section 5.1, each Stockholder (each, a “Preemptive Rightholder”) shall have the right to elect to purchase up to its Proportionate Percentage (as hereinafter defined) of the New Securities at a purchase price equal to the Proposed Price and upon the terms and conditions set forth in the New Issuance Notice. Each such Preemptive Rightholder shall have the right to purchase up to a percentage of the New Securities determined by dividing (a) the total number of Common Shares owned by such Preemptive Rightholder as of the date of the New Issuance Notice by (b) the total number of outstanding Common Shares as of the date of the New Issuance Notice (the “Proportionate Percentage”).
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Stockholder Option. In the event a stock transfer or sale as described in ARTICLE II of this Agreement should occur, then the price per share of the Corporation’s Common Stock shall be per market value as agreed to between the selling Stockholder and Buyer(s). Should an agreement be reached between the Corporation and the stockholder whereby the stockholder desires to sell to the Corporation his, her or its Common Stock in the Corporation, and the Corporation’s Board of Directors elects to purchase said Common Stock from the Stockholder, then such sale and transfer of Common Stock shall be based on the lesser purchase price as determined by: (1) The then existing market price as recorded by the Corporation for the immediate prior sale or transfer of its Common Stock. (2) A formula whereby the lowest industry EBIT-DA (Earnings Before Interest, Taxes, Depreciation and Amortization) purchases price multiple of a current sale (within one (1) year if available and, if not available, the last sale of a communications entity (15 X EBIT-DA as of this Agreement’s date)) is multiplied by the Corporation’s most recently completed and trailing four fiscal financial quarters EBIT-DA. The resulting sum of this method shall then be adjusted by deducting all of the Corporation’s obligation, current, long-term, and otherwise, and then adding back all current assets (i.e. cash, Accounts Receivable, inventory, etc.). Such ending sum shall then be divided by all outstanding shares of the Corporation to determine the Common Stock price per share.
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Stockholder Option. For a period of fifteen (15) days after the giving of the New Issuance Notice pursuant to Section 5.1, each Stockholder other than an Other Stockholder (except as otherwise determined by Clarion) (each, a “Preemptive Rightholder”) shall have the right to purchase any or all of its Proportionate Percentage (as hereinafter defined) of the New Securities at a purchase price equal to the Proposed Price and upon the terms and conditions set forth in the New Issuance Notice. Each such Preemptive Rightholder shall have the right to purchase that percentage of the New Securities determined by dividing (a) the total number of Common Shares and Common Stock Equivalents (other than Common Stock Equivalents granted under any Company Option Plan) then owned by such Preemptive Rightholder by (b) the total number of then outstanding Common Shares and Common Stock Equivalents (other than Common Stock Equivalents granted under any Company Option Plan) (the “Proportionate Percentage”). Notwithstanding the foregoing, if, in the judgment of the Company, the participation by a Preemptive Rightholder would require under applicable law the registration or qualification of such securities or any Person as a broker or dealer or agent not otherwise required by such issuance, such Preemptive Rightholder shall not have the right to participate in such issuance.
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Stockholder Option 
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Related to Stockholder Option

  • Stockholder Rights Plan No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

  • Warrant Holder Not Shareholder This Warrant does not confer upon the holder hereof any right to vote or to consent or to receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof as hereinbefore provided.

  • 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.

  • Shareholder Rights Plan No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

  • Shareholder Rights Plans If the Company has a shareholder 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 shareholder 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 shareholder 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 14.05(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.