Class B Stockholder Agreement definition

Class B Stockholder Agreement means the Stockholder Agreement, dated as of October 27, 2004, among the Partnership, M&J K B, M&J K, The JK Annuity Trust, The MK Annuity Trust, Xxxxxxxxxx 1994 Irrevocable Trust, XX-XX, Xxxxxxx Xxxxxxxxxx and Xxxxx Xxxxxx, as it may be amended, supplemented, restated or modified from time to time.
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Examples of Class B Stockholder Agreement in a sentence

  • No person, holding shares of Class B Common Stock may transfer, and the Corporation shall not register the transfer of, such shares of Class B Common Stock whether by sale, assignment, gift, bequest, appointment or otherwise, except as permitted by the Class B Common Stockholder Agreement dated May 1, 1996, as amended hereafter (the "Class B Stockholder Agreement").

  • To the extent a Vulcan Permitted Transferee or Family Group member that holds of record Common Stock ceases to qualify as a Vulcan Permitted Transferee or Family Group member, such Person shall be deemed to have Transferred the Common Stock held by it upon so ceasing to qualify and such Transfer shall be subject to the transfer restrictions of Section 3.01 of this Agreement and Section 2.01 of the Class B Stockholder Agreement, to the extent applicable to a Transfer of Common Stock.

  • The General Partners shall exercise voting control over all shares of Contributed Stock and shall vote (or act by written consent) with respect to all such shares as they deem appropriate in their sole discretion; provided, that any such vote relating to a matter addressed in the Class B Stockholder Agreement or the Vulcan Stockholder Agreement shall be in accordance with the Class B Stockholder Agreement or the Vulcan Stockholder Agreement, as applicable.

  • Any Transfer or deemed Transfer or attempted Transfer or deemed Transfer of Common Stock in violation of any provision of this Agreement or the Class B Stockholder Agreement shall be void, and the Company shall not record such Transfer or deemed Transfer on its books or treat any purported transferee of such Common Stock as the owner of such Common Stock for any purpose.

  • The amendment and restatement set forth in this Section 5 shall be void and of no force and effect with respect to the Class B Stockholder Agreement if the Business Combination Agreement shall be terminated for any reason in accordance with its terms.

  • Except as set forth in the Rigas Class B Stockholder Agreement, such Class B Stockholder has the sole right to vote such Class B Shares and any shares of Class A Company Common Stock issuable on exercise of such Options or on conversion of such Class B Shares.

  • Nothing contained in the Rigas Class B Stockholder Agreement will limit the ability of any Class B Stockholder from complying with his obligations under this Agreement.

  • Other than the filing of the Certificate of Merger with the Delaware Secretary of State, all consents, notices, authorizations and approvals legally required for the consummation of the Merger and the transactions contemplated by this Agreement, the Escrow Agreement, the Class B Stockholder Agreement, the Class B Registration Rights Agreement and the Second Amended and Restated Articles shall have been filed, occurred or been obtained.

  • No action or proceeding by or before any governmental authority or agency shall be pending or threatened challenging or seeking to restrain or prohibit the Merger or any of the transactions contemplated by this Agreement, the Escrow Agreement, the Class B Stockholder Agreement, the Class B Registration Rights Agreement or the Second Amended and Restated Articles.

  • Each of the Company Stockholders shall have duly executed and delivered to Heafxxx xxx Escrow Agreement in customary form as agreed to by the parties and the Escrow Agent, the Class B Stockholder Agreement, the Registration Rights Agreement and the Investment Letter, which Investment Letter shall be in substantially the form of Exhibit C.

Related to Class B Stockholder Agreement

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.

  • Class B Stockholder means (i) the registered holder of a share of Class B Common Stock at the Effective Time and (ii) the initial registered holder of any shares of Class B Common Stock that are originally issued by the Corporation after the Effective Time.

  • Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.

  • Management Stockholders Agreement means that certain Management Stockholder’s Agreement between the Optionee and the Company.

  • Stockholder Shares means all securities of the Company registered in the name of, or Beneficially Owned by the Stockholder Parties, including any and all securities of the Company acquired and held in such capacity subsequent to the date hereof.

  • Investor Rights Agreement means the Investor Rights Agreement, dated as of the date of this Agreement, between the Company and each of the Purchasers, in the form of Exhibit A hereto.

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Founder Shares Purchase Agreement shall have the meaning given in the Recitals hereto.

  • Investor Agreement means the Investor and Registration Rights Agreement, dated as of August 10, 2021, by and among the Company, the Peridot Class B Holders and the Li-Cycle Holders.

  • Common Stock Purchase Agreement means an agreement among the Investor and/or PJC, Emergent and any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer and elects to participate, substantially in the form attached hereto as Exhibit A, pursuant to which Emergent will issue and sell (a) to the Investor and/or PJC, in the aggregate, 75,000,000 Shares at a price of $0.20 per share, and (b) to any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer that so requests, for every $1,000.00 of principal amount of Convertible Notes that it tenders into the Convertible Note Exchange Offer, 500 Shares at a price of $0.20 per share; provided, that the aggregate maximum number of Shares to be so issued and sold to the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer pursuant to the Common Stock Purchase Agreement shall not exceed 40,000,000.

  • Initial Stockholders means the Sponsor and any other holder of Founder Shares immediately prior to the Public Offering; (v) “Private Placement Warrants” shall mean the warrants to purchase up to 5,250,000 shares of Common Stock of the Company (or 5,700,000 shares of Common Stock if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $5,250,000 in the aggregate (or $5,700,000 if the over-allotment option is exercised in full), or $1.00 per warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public Stockholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; and (viii) “Transfer” shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

  • Stockholders Agreement means the Stockholders Agreement, dated as of the date hereof, by and among the Company and the other parties thereto.

  • Initial Shareholder means any beneficial owner of the Company’s unregistered securities.

  • Class A Shareholder means a holder of Class A Shares;

  • Initial Stockholder means any beneficial owner of the Company’s unregistered securities.

  • Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.

  • Parent Stockholders means the holders of Parent Common Stock.

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Voting Agreement has the meaning set forth in the Recitals.

  • Common Stockholders means holders of shares of Common Stock.

  • Shareholders Agreement has the meaning set forth in the recitals.

  • Preferred Shareholder means any holder of Preferred Shares.

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.