Transferees of Stockholders Sample Clauses

Transferees of Stockholders. The Company shall not be required to transfer any Shares on its books which shall have been sold, assigned or otherwise transferred in violation of this Award Agreement, or to treat as owner of such shares of stock, or to accord the right to vote as such owner or to pay dividends to, any person or organization to which any such Shares shall have been sold, assigned or otherwise transferred, from and after any sale, assignment or transfer of any Share made in violation of this Award Agreement. Any transfer in violation of the terms of this Award Agreement shall be deemed null and void.
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Transferees of Stockholders. Notwithstanding anything --------------------------- herein to the contrary, no Stockholder shall transfer any Stock (except to the Company) unless the person, firm, corporation or other entity so acquiring such Stock shall first become a signatory to this Agreement, agreeing to be bound by all the terms of this Agreement. Notwithstanding anything herein to the contrary, a Full Transferee of Boston Ventures, Vulcan, Seacoast, CIH, IHS, Individual Stockholder or any Series B Investor shall obtain, in lieu of Boston Ventures, Vulcan, Seacoast, CIH, IHS, any Individual Stockholder or any Series B Investor all of the rights, benefits and obligations of Boston Ventures, Vulcan, Seacoast, CIH, IHS, any Individual Stockholder or any Series B Investor hereunder, respectively. All transferees of a Purchaser other than a Full Transferee who shall become a party to this Agreement shall be deemed to be Management Stockholders hereunder. The Company shall not transfer any shares of Stock on its books which have been transferred in violation of this Agreement, or to treat as the owner of such shares of Stock, or to accord the right to vote as such owner or to pay dividends to, any person or entity to which any such shares of Stock shall have been transferred, from and after any transfer of any share of Stock made in violation of this Agreement.
Sample 1
Transferees of Stockholders. No Transfers of shares of Capital Stock may be made (and no such Transfer shall be effective) pursuant to this Agreement to either a Permitted Transferee or to any Third Party, unless in each case prior to such Transfer any such transferee agrees in writing to be bound (to the same extent and in the same manner as previously applied with respect to the Stockholder (or the Permitted Transferee(s) thereof) transferring such shares of Capital Stock) by the terms and conditions of this Agreement pursuant to a supplementary agreement reasonably satisfactory in form and substance to the Company and CUC (except that neither the Company nor CUC need enter into any such separate written agreement); provided that any Third Party (other than any existing Stockholder or a Permitted Transferee of any existing Stockholder) shall not, in entering into such supplementary agreement, be obligated or bound by the provisions of Sections 5.2 and 5.3 of this Agreement. Upon entering into any such agreement, such transferee shall be deemed to be a Stockholder for all purposes of this Agreement (except as otherwise expressly provided in the previous sentence). No Stockholder may do indirectly, through the sale of capital stock of its subsidiary or otherwise, that which is not permitted by this Agreement. No transfer of Capital Stock in violation of this Agreement shall be made or recorded on the books of the Company and any such transfer shall be void and of no effect.
Sample 1
Transferees of Stockholders. No Stockholder shall transfer any Stock (except to the Company) unless the person, firm, corporation, or other entity so acquiring such Stock shall first become a signatory to this Agreement, agreeing to be bound by all the terms of this Agreement as a Stockholder for all shares of Stock transferred to the transferee subsequent to the execution of this Agreement and all shares of Stock issued as a dividend or distribution thereon. The Company shall not, from and after any transfer of any share of Stock made in violation of this Agreement, transfer any such shares of Stock on its books; treat as the owner of such shares of Stock any person or entity to which any such shares of Stock have been transferred; or accord the right to vote such Stock or pay dividends on such Stock to any person or entity to which any such shares of Stock have been transferred. WITNESS our signatures this ____ day of December, 1997. SYGNET WIRELESS, INC. BOSTON VENTURES LIMITED PARTNERSHIP V By: By: -------------------------------- -------------------------------- Its: Its: -------------------------------- -------------------------------- ----------------------------------- ---------------------------------- J.D. Xxxxxxxxxx, XX Warrxx X. Xxxxxxxxxx, XXI
Sample 1
Transferees of Stockholders. No Stockholder shall transfer any Stock (except to the Company) unless the person, firm, corporation or other entity so acquiring such Stock shall first become a signatory to this Agreement, agreeing to be bound by all the terms of this Agreement as a Stockholder. The Company shall not transfer any shares of Stock on its books which have been transferred in violation of this Agreement, or to treat as the owner of such shares of Stock, or to accord the right to vote as such owner or to pay dividends to, any person or entity to which any such shares of Stock shall have been transferred, from and after any transfer of any share of Stock made in violation of this Agreement.
Sample 1

Related to Transferees of Stockholders

  • Rights of Stockholders No holder of this Warrant shall be entitled, as a Warrant holder, to vote or receive dividends or be deemed the holder of the Shares or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the holder of this Warrant, 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, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein.

  • 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.

  • 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.

  • Rights of Stockholder Except as otherwise provided in Section 2 and this Section 3, during the Vesting Period and after the certificates for the Restricted Shares have been issued, the Recipient shall be entitled to all rights of a stockholder of the Company, including the right to vote and the right to receive dividends, with respect to the Restricted Shares subject to this Agreement. Subject to applicable withholding requirements, if any, dividends on the Restricted Shares shall be paid to the Recipient when earned and payable.

  • No Rights of Stockholders Neither the Optionee nor any personal representative (or beneficiary) shall be, or shall have any of the rights and privileges of, a stockholder of the Company with respect to any Shares purchasable or issuable upon the exercise of the Option, in whole or in part, prior to the date on which the Shares are issued.

  • Principal Shareholders 5 2.04 Subsidiaries.............................................................................. 6 2.05 Convertible Securities, Options, Etc...................................................... 6 2.06 Authorization and Validity of Agreement................................................... 6 2.07. Validity of Transactions; Absence of Required Consents or Waivers......................... 6 2.08.

  • Registered Shareholders The Trust 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 to hold liable for calls and assessments a person registered on its books as the owner of Shares, 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 applicable law or the Declaration of Trust.

  • Annual Meetings of Stockholders No business may be transacted at an annual meeting of stockholders, other than business that is either (i) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board, (ii) otherwise properly brought before the annual meeting by or at the direction of the Board or (iii) otherwise properly brought before the annual meeting by any stockholder of the Corporation (x) who is a stockholder of record entitled to vote at such annual meeting on the date of the giving of the notice provided for in this Section 2.7(a) and on the record date for the determination of stockholders entitled to vote at such annual meeting and (y) who complies with the notice procedures set forth in this Section 2.7(a). Notwithstanding anything in this Section 2.7(a) to the contrary, only persons nominated for election as a director to fill any term of a directorship that expires on the date of the annual meeting pursuant to Section 3.2 will be considered for election at such meeting.

  • 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.

  • By Shareholders Subject to the terms and conditions of this Article 0, each Shareholder, jointly and severally, hereby agrees to indemnify, defend and hold harmless Buyer, its directors, officers, employees and controlled and controlling persons (hereinafter “Buyer’s Affiliates”) and the Company from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer, Buyer’s Affiliates or the Company, directly or indirectly, by reason of, arising out of or resulting from (a) the inaccuracy or breach of any representation or warranty of any Shareholder or Company contained in or made pursuant to this Agreement (regardless of whether such breach is deemed “material” for purpose of Section 0), or (b) the breach of any covenant of any Shareholder or the Company contained in this Agreement. Regardless of the foregoing, however, breaches of representations and warranties contained in Section 0 hereof shall be subject only to several indemnification by the respective Shareholders who shall have made and breached such representations and warranties. As used in this Article 0, the term “Claim” shall include (i) all debts, liabilities and obligations; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, whether or not ultimately determined to be valid.

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