Examples of A&R Stockholders Agreement in a sentence
The general rights, preferences, privileges and restrictions of the capital stock of the Company are as set forth in the Company’s Organizational Documents, subject to the A&R Stockholders Agreement.
A&R Stockholders Agreement – Change to STC Board Designation RightsAs previously discussed in the Current Schedule 13D, STC will have the right, pursuant to the A&R SHA, to designate up to one nominee to the Issuer’s Board of Directors following the transactions reported in this Amendment No. 4, because STC and its affiliates collectively beneficially own at least 10% of the outstanding Common Shares.Item 5.
In addition, pursuant to the A&R Stockholders Agreement, certain holders of Class A Common Stock and Class B Common Stock, including the Reporting Person, agree to vote all their shares of voting stock, including Class A Common Stock and Class B Common Stock, together and in accordance with the instructions of the Class B Committee on any matter submitted to the Issuers common stockholders for a vote.
Under the A&R Stockholders Agreement, the Reporting Person has given an irrevocable proxy, coupled with an interest, to the Chair and Secretary of the Class B Committee to vote such Reporting Persons shares of Class A Common Stock.
Under the A&R Stockholders Agreement, the Reporting Person has given an irrevocable proxy, coupled with an interest, to the Chair and Secretary of the Class B Committee to vote such Reporting Person’s shares of Class A Common Stock.
The foregoing summaries do not purport to be complete, and are qualified in their entirety by reference to the A&R Partnership Agreement, the A&R Stockholders Agreement, the Class C Exchange Agreement and the A&R Registration Rights Agreement, filed herewith as Exhibits 1, 2, 3 and 4, respectively, and incorporated herein by reference.
The Company adopted the arrangements to be drawn up in parallel with Articles 334 and 335 of the Turkish Com- mercial Code and based on the relevant General Assembly resolution with regard to whether or not to implement the prohibition on doing business and competing with the Company for the Company’s Board of Directors during the reporting period, and regarding the issues relating to conflicts of interest that may result from the Board mem- bers’ carrying out business and competing with the Company.
In addition, pursuant to the A&R Stockholders Agreement, certain holders of Class A Common Stock and Class B Common Stock, including the Reporting Person, agree to vote all their shares of voting stock, including Class A Common Stock and Class B Common Stock, together and in accordance with the instructions of the Class B Committee on any matter submitted to the Issuer’s common stockholders for a vote.
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Pursuant to the A&R Stockholders Agreement, the Reporting Person is subject to certain lock-up provisions, which restrict him from transferring any shares of Class A Common Stock until the firstanniversary of the Closing Date, more than one third of his shares of Class A Common Stock until the second anniversary of the Closing Date and more than two-thirds of his shares of Class A Common Stock until the third anniversary of the Closing Date, subject to specified exceptions.