Transferee Stockholders Sample Clauses

Transferee Stockholders. A Transferee of Shares pursuant to this Article VI who is a Permitted Transferee shall, in each case, become an Institutional Stockholder, Management Stockholder or eRx Stockholder, as the case may be, subject to Section 7.6, and must (a) satisfy the requirements of this Article VI, including Section 6.1, (b) execute a joinder in the form attached hereto as Exhibit C agreeing to be bound by the terms and provisions of this Agreement and assuming all of the Transferor’s then existing and future Liabilities arising under or relating to this Agreement, and (c) represent that the Transfer was made in accordance with all applicable securities laws and regulations. Unless agreed to in writing by all Institutional Stockholders, the joinder by a Stockholder to this Agreement shall not result in the release of the Transferor from any Liability that the Transferor may have to each remaining Stockholder or to the Company under this Agreement or any other written agreement, contract, lease, sublease, license, sublicense, obligation, promise or undertaking between the Company or any of its Subsidiaries, on the one hand, and such Transferor or any of its Affiliates, on the other hand. Written notice of joinder of a Person to this Agreement as a Stockholder shall be sent promptly by the Transferor to each remaining Stockholder and the Company.
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Transferee Stockholders. (a) Each CI Partnership and each CI Distributee Stockholder may transfer its Shares without any restrictions under this Agreement, subject to compliance with applicable federal and State securities Laws; provided, that in the case of a CI Distributee Stockholder, the CI Partnerships may, in their sole discretion, require such Transferee to execute and deliver to the parties hereto a joinder in the form attached hereto as Exhibit C agreeing to be bound by the terms and provisions of this Agreement, to become a “CI Distributee Stockholder” hereunder and to assume all of the Transferor’s then existing and future Liabilities arising under or relating to this Agreement.
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Transferee Stockholders. Crestview and each of its Affiliates may Transfer its Shares without any restrictions under this Agreement, subject to compliance with applicable federal and state securities Laws; provided, that, in the case of an Affiliate of Crestview, Crestview may, in its sole discretion, require such Transferee to execute and deliver to the parties hereto a joinder in the form attached hereto as Exhibit C agreeing to be bound by the terms and provisions of this Agreement applicable to the Transferor and to assume all of the Transferor’s then existing and future rights and Liabilities arising under or relating to this Agreement.
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Transferee Stockholders. (a) The Stockholder may Transfer its Shares to a Permitted Assignee so long as such Transferee (A) executes and delivers to the parties hereto a joinder in the form attached hereto as Exhibit A agreeing to be bound by the terms and provisions of this Agreement, to become a “Stockholder” hereunder and to assume all of the Transferor’s then existing and future Liabilities arising under or relating to this Agreement and (B) represents that the Transfer was made in accordance with all applicable federal and state securities Laws. The joinder by a stockholder to this Agreement shall not result in the release of the Transferor from any Liability that the Transferor may have to the Company under this Agreement or any other written agreement, contract, lease, sublease, license, sublicense, obligation, promise or undertaking between the Company or any of its Subsidiaries, on the one hand, and such Transferor or any of its Affiliates, on the other hand. Written notice of joinder of a Person to this Agreement shall be sent promptly by the Transferor to the Company.
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Transferee Stockholders. The undersigned Holders will not Transfer any Securities to any Person, unless the transferee of such Securities shall have first executed an Instrument of Accession.
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Related to Transferee Stockholders

  • Warrant Holder Not a Shareholder The holding of a Warrant will not constitute the Holder thereof a shareholder of the Company, nor entitle him to any right or interest in respect thereof except as in the Warrant expressly provided.

  • Warrant Holders Not Deemed Stockholders No holder of Warrants shall, as such, be entitled to vote or to receive dividends or be deemed the holder of Common Stock that may at any time be issuable upon exercise of such Warrants for any purpose whatsoever, nor shall anything contained herein be construed to confer upon the holder of Warrants, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issue or reclassification of stock, change of par value or change of stock to no par value, consolidation, merger or conveyance or otherwise), or to receive notice of meetings, or to receive dividends or subscription rights, until such Holder shall have exercised such Warrants and been issued shares of Common Stock in accordance with the provisions hereof.

  • Warrantholder not a Shareholder Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations.

  • 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.

  • WARRANT HOLDER NOT DEEMED A STOCKHOLDER Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.

  • Optionee Not a Shareholder Optionee shall have no rights as a shareholder with respect to the Common Stock of the Company covered by the Option until the date of issuance of a stock certificate or stock certificates to him upon exercise of the Option. No adjustment will be made for dividends or other rights for which the record date is prior to the date such stock certificate or certificates are issued.

  • 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.

  • SELLING SHAREHOLDER Name: Xxxx X. Xxxx, Xx. ----------------------------------------- (print or type) Signature: /s/ Xxxx X. Xxxx, Xx. 4/26/99 ----------------------------------------------- COUNTERPART SIGNATURE PAGE TO STOCK EXCHANGE AGREEMENT Exchanging 150,000 shares of Global Gold, Inc. for 150,000 shares of Delta Common Stock.

  • Holder Not Deemed a Stockholder Except as otherwise specifically provided herein, this Warrant shall not entitle Holder to vote or receive dividends or any other rights of a stockholder of the Company, including, without limitation, any right to vote, give or withhold consent to any corporate action (whether a reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings or receive subscription rights.

  • WARRANT HOLDER NOT DEEMED A SHAREHOLDER Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

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