Director Stockholder definition
Examples of Director Stockholder in a sentence
If, at any time, a vacancy is created on the Board of Directors by reason of the death, removal or resignation of any Parent Director, Stockholder Director or Outside Director, each party shall, as promptly as practicable, take such action as is reasonably necessary, including the voting of its Equity Securities, to elect a director or directors designated in accordance with Section 1.1 hereof to fill such vacancy or vacancies.
Each Director Stockholder signs this Agreement solely in his capacity as a Person that has Voting Control with respect to all of the shares of Voting Stock listed opposite his name on Annex I hereto and nothing herein shall limit or affect any actions taken by a Director Stockholder in his capacity as a director or officer of the Company.
Each of the Director Stockholders understands and acknowledges that each of the Company and HoldCo are entering into the Asset Purchase Agreement in reliance upon execution and delivery of this Agreement by such Director Stockholder.
No Director Stockholder executing this Agreement makes any agreement or understanding herein in his capacity as a director or officer of the Company.
Immediately prior to any transfer of Stock to a Director Stockholder’s Trust, the Director Stockholder shall provide the Company with a copy of the instruments creating the Director Stockholder’s Trust and with the identity of the beneficiaries of the Director Stockholder’s Trust.
The Director Stockholder shall notify the Company as soon as practicable prior to any change in the identity of any beneficiary of the Director Stockholder’s Trust.
All shares of Common Stock which are Forfeited by a Director Stockholder pursuant to Section 3(a) (or any successor section of similar meaning) of a Restricted Stock Agreement will be added to the amount of equity incentives available to be granted to Director Stockholders of the Company that are party to Restricted Stock Agreements and to employees of the Company that are party to restricted stock agreements.
Notwithstanding the foregoing, the Company may amend this Agreement without the consent of the Director Stockholder to the extent that the Board in its good faith judgment determines necessary to correct a manifest error in any term hereof.
In the event the foregoing Option Excess Price is zero or a negative number, all outstanding exercisable stock options granted to the Independent Director Stockholder under the Option Plan shall be automatically terminated without any payment in respect thereof at the time of such proposed settlement of Options.
In the case of a transferee permitted under Section 2(a) or Section 3(a) (other than clauses (iii), (iv), or (vi) thereof) hereof, such transferee shall be deemed the Director Stockholder hereunder; provided, however, that no transferee (including without limitation, transferees referred to in Section 2(a) or Section 3(a) hereof) shall derive any rights under this Agreement unless and until such transferee has delivered to the Company a valid undertaking and becomes bound by the terms of this Agreement.