Stockholder Shares. The term "
Stockholder Shares. Each Stockholder hereby agrees to hold all shares of voting capital stock of the Company registered in their respective names or beneficially owned by them as of the date hereof and any and all other securities of the Company legally or beneficially acquired by each Stockholder after the date hereof (hereinafter collectively referred to as the “Shares”) subject to, and to vote the Shares in accordance with, the provisions of this Agreement.
Stockholder Shares. 45 Stockholders .............................................................. 1 Subsidiary ................................................................ 45 Tag-along Notice .......................................................... 14 Tag-along Preferred Stockholders .......................................... 15 Tag-along Right ........................................................... 14 Tag-along Stockholders .................................................... 14 Tag-along Warrant Holders ................................................. 15 Ten-day Period ............................................................ 19
Stockholder Shares. The Stockholders each agree to hold all shares of voting capital stock of the Company (including but not limited to the Major Stockholders Stock, the Series B Preferred Stock, the Series C Preferred Stock, all shares of Common Stock issued or issuable upon conversion of the Series B Preferred Stock and Series C Preferred Stock and all shares of Common Stock issued upon exercise of the B Warrants and C Warrants) registered in their respective names or beneficially owned by them as of the date hereof and any and all other equity securities of the Company legally or beneficially acquired by each of the Stockholders after the date hereof (hereinafter collectively referred to as the “Stockholder Shares”) subject to, and to vote the Stockholder Shares in accordance with, the provisions of this Agreement.
Stockholder Shares. Stockholder agrees to hold the Cash shares (the "Shares") of voting capital stock of QRC (569,339 shares), a Delaware corporation (the "Company"), transferred to Stockholder by Cash subject to, and to vote the Shares in accordance with, the provisions of this Agreement.
Stockholder Shares. China Xxx Trust 500,000 Xxxxxx Living Trust 8,500,000 Xxxxxx Xxxxxx 4,709,678 Xxxxxx Xxxxxx 69,000 Xxxx Family Trust, dated 9/10/91 1,942,647 Calico Capital Management, LLC 500,000 Xxxx Xxxxxxxx Xxxxxxx 150,000 Xxxx Xxxx Xxxxxxx 150,000 Xxxxxx Xxxx Xxxxxxx 200,000 Xxx Xxxxxxx Crossover Fund LP 2,000,000 Xxxx Xxxxxxxx 7,750 Xxxx X. Xxxxxxxx Revocable Trust 3,931,175 Players Club Partners, LLC 156,000 Xxxxxx X. Call 72,000 Galt Funding, LLC 2,430,773 IPO Pang P.C. 2,279,357
Stockholder Shares. The Company Shares and the Selling Stockholder Shares are hereinafter collectively referred to as the "Firm Shares." The Company also proposes to grant to the Underwriters an option to purchase up to 300,000 additional shares of the Company's Common Stock, $0.01 par value per share (the "Option Shares"), as provided in Section 7 hereof. As used in this Agreement, the term "Shares" shall include the Firm Shares and the Option Shares. All shares of Common Stock, $0.01 par value per share, of the Company to be outstanding after giving effect to the sales contemplated hereby, including the Shares, are hereinafter referred to as "Common Stock."
Stockholder Shares. The Stockholders each agree to hold all shares of voting capital stock of the Company (including but not limited to the Major Stockholders Stock, the Preferred Stock, all shares of Common Stock issued or issuable upon conversion of the Preferred Stock and all shares of Common Stock issued upon exercise of the Warrants) registered in their respective names or beneficially owned by them as of the date hereof and any and all other equity securities of the Company legally or beneficially acquired by each of the Stockholders after the date hereof (hereinafter collectively referred to as the "Stockholder Shares") subject to, and to vote the Stockholder Shares in accordance with, the provisions of this Agreement.
Stockholder Shares. Each Stockholder represents and warrants to Parent, LLC Merger Sub and Corporate Merger Sub that (a) Annex A to this Agreement sets forth the number and nature of ownership of Shares or any other capital stock of Parent (other than any shares of Series A Special Stock acquired pursuant to the Merger Agreement) of which such Stockholder is the record or Beneficial Owner (the “Stockholder Shares”) and number and nature of ownership of any outstanding warrants, options or other derivative, convertible or exchangeable securities, whether or not vested or exercisable, for Shares or any other capital stock of Parent with the right to vote generally on matters submitted to a vote of Parent’s stockholders of which such Stockholder is the record or Beneficial Owner (the “Derivative Securities”); (b) Stockholder lawfully Beneficially Owns all of the Stockholder Shares and the Derivative Securities set forth on Annex A as Beneficially Owned by it free and clear of all liens, claims, charges, security interests or other encumbrances that would limit or affect its ability to perform its obligations hereunder, and except as created pursuant to this Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Stockholder is a party relating to the pledge, disposition or voting of any Shares, and there are no voting trusts or voting agreements with respect to its Stockholder Shares or the Derivative Securities; (c) such Stockholder has full power and authority to execute, deliver and perform its obligations under this Agreement; and (d) this Agreement has been duly executed and delivered by such Stockholder and constitutes a valid and binding obligation of such Stockholder in accordance with its terms, subject in the case of this clause (d) to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Legal Requirement (as defined in the Merger Agreement) affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). As used in this Agreement, a person shall “Beneficially Own” a security if such person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, would be deemed to beneficially own such security within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934...
Stockholder Shares. Except for the exercise of Series A Warrants in accordance with the terms thereof, the Stockholder shall hold and shall not transfer or otherwise dispose of any of the Series A Warrants registered in his name as of the date hereof or any shares of Series A Stock that he may acquire upon exercise of the Series A Warrants if as a result of such transfer or disposition he will not hold such number of Series A Warrants and/or shares of Series A Preferred so that (assuming the exercise of all outstanding Series A Warrants) the Stockholder holds at least a majority of the shares of Series A Preferred then outstanding. Upon the request of the Board of Directors of the Company from time to time, the Stockholder agrees promptly thereafter to exercise in accordance with the terms of the Series A Warrants on a for-cash basis that number of Series A Warrants necessary so that the Stockholder holds at least a majority of the shares of Series A Stock then outstanding and entitled to vote.
